U S ENERGY SYSTEMS INC
ASSIGNMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.97
<SEQUENCE>5
<FILENAME>d61279_ex10-97.txt
<DESCRIPTION>ASSIGNMENT AGREEMENT
<TEXT>

                                                                   Exhibit 10.97

                              ASSIGNMENT AGREEMENT

      This ASSIGNMENT AGREEMENT ("Assignment") is made this 30th day of
September, 2004 by and among AJG FINANCIAL SERVICES, INC., a Delaware
corporation ("AJG"), and U.S. ENERGY BIOGAS CORP., a Delaware corporation (the
"Company").

      WHEREAS, the Company issued a Second Amended and Restated Subordinated
Note dated April 8, 2004 (the "Subordinated Note") to AJG; and

      WHEREAS, pursuant to a Purchase Agreement dated September 30, 2004 between
AJG and the Company (the "Purchase Agreement"), AJG desires to sell and assign
the Subordinated Note to the Company and the Company desires to purchase the
Subordinated Note.

      NOW THERFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows;

      1.    Any capitalized terms used herein and not otherwise defined, shall
            have the meaning ascribed thereto in the Purchase Agreement.

      2.    AJG hereby sells, assigns and transfers to the Company, its
            successors and assigns, all right, title and interest of AJG in, to
            and under the Subordinated Note.

      3.    The Company accepts assignment of the Subordinated Note and agrees
            to pay or has paid the Purchase Price to AJG.

      4.    The parties agree to duly execute and deliver such further
            instruments or documents or take such further action as the other
            may request in writing in order to obtain the full benefit of this
            Assignment and the rights granted herein.

      5.    This Assignment shall be governed by and construed in accordance
            with the laws of the state of Delaware.

      6.    This assignment shall be binding upon and inure to the benefit of
            each party hereto, its successors and permitted assigns. This
            assignment is not intended to create any third-party beneficiary
            rights in any person not a party to this Assignment.

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Assignment as of the
day and year first written above.

                                        AJG FINANCIAL SERVICES, INC.

                                        By:____________________________

                                        Title:_________________________


                                        U.S. ENERGY BIOGAS CORP.

                                        By:____________________________

                                        Title:_________________________


</TEXT>
</DOCUMENT>
