CONFIRMING STATEMENT


         This Statement confirms that the undersigned Jacob Feinstein has
authorized and designated Henry N. Schneider to execute and file on the
undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto)
that the undersigned may be required to file with the U.S. Securities and
Exchange Commission as a result of the undersigned's ownership of or
transactions in securities of US Energy Systems, Inc. The authority of Henry N.
Schneider under this Statement shall continue until the undersigned is no longer
required to file Forms 3,4 and 5 with regard to his ownership of or transactions
in securities of US Energy Systems, Inc., unless earlier revoked in writing. The
undersigned acknowledges that Henry N. Schneider is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

Date: October 29, 2004

                                           /s/ Jacob Feinstein
                                               ---------------
                                               Jacob Feinstein