EXHIBIT 10.1

       

      AGREEMENT (this “Agreement”) is
entered as of October 31, 2009, among United Energy Corp., a Nevada corporation
(the “Company”), Ronald
Wilen (“Wilen”), Hilltop
Holding Company, L.P., a Delaware limited partnership (“Hilltop”), Martin
Rappaport (“Rappaport”).

       

      WHREAS, the Company previously issued
to Wilen (a) its Amended and Restated 12% Secured Convertible Promissory Note,
dated as of May 13, 2009, in the stated principal amount of $51,016.67 and (b)
its Secured Convertible Promissory Note, dated as of May 13, 2009, in the stated
principal amount of $50,000 (collectively, the “Existing Wilen
Notes”);

       

      WHREAS, the Company previously issued
to Jack Silver (“Silver”) its Secured
Convertible Promissory Note, dated as of May 13, 2009, in the stated principal
amount of $101,016.67 (collectively, the “Existing Hilltop
Note”);

       

      WHREAS, the Company previously issued
to Rappaport (a) its Amended and Restated 12% Secured Convertible Promissory
Note, dated as of May 13, 2009, in the stated principal amount of $50,850.00 and
(b) its Secured Convertible Promissory Note, dated as of May 13, 2009, in the
stated principal amount of $50,000 (collectively, the “Existing Rappaport
Notes”, and together with Existing Wilen Notes and the Existing Hilltop
Notes, the “Existing
Notes”);

       

      WHEREAS, the Company, Wilen, Hilltop
and Rappaport desire to extend the maturity date of the Existing Notes and to
amend such Existing Notes, upon the terms and conditions stated in this
Agreement;

       

      WHEREAS, Wilen, Hilltop and Rappaport
desire to purchase, upon the terms and conditions stated in this Agreement, and
as consideration for their agreement to extend the maturity date of the Existing
Notes, (a) the Company’s Secured Convertible Promissory Notes (the “New Notes”) in the
form attached hereto as Exhibit A and (b)
warrants (the “New
Warrants”) in the form attached hereto as Exhibit B, each in
the respective amounts set forth opposite each such purchaser’s name on the
Schedule of Purchasers attached hereto;

       

      WHEREAS, the parties hereto desire to
amend (a) the Security Agreement, dated as of May 13, 2009, among Wilen, Silver
and Rappaport (the “Security Agreement”),
(b) the Patent Security Agreement, dated as of May 13, 2009, among Wilen, Silver
and Rappaport (the “Patent Security
Agreement”), and (c) the Intercreditor Agreement, , dated as of May 13,
2009, among Wilen, Silver and Rappaport (the “Intercreditor
Agreement”), to include the obligations under the New Notes;

       

      WHEREAS, (a) the Existing Hilltop Note,
and (b) the Warrant, dated as of May 13, 2009, to purchase 400,000 shares of the
Company’s Common Stock (the “Common Stock”), and
the Warrant, dated as of July 13, 2009, to purchase 204,054 shares of Common
Stock (collectively, the “Existing Hilltop
Warrants”) were erroneously issued in the name of Silver when each of
such securities should have been issued in the name of Hilltop, of which Silver
is the managing partner.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      NOW, THEREFORE, the Company, Wilen,
Hilltop and Rappaport hereby agree as follows:

       

      1.            Purchase of New Notes and
New Warrants.  The Company shall issue and sell to each of
Wilen, Hilltop and Rappaport, and each of Wilen, Hilltop and Rappaport severally
agrees to purchase from the Company the respective amount of the New Notes and
the New Warrants set forth opposite each such purchaser’s name on the Schedule
of Buyers.  It is hereby acknowledged that Wilen, Rappaport and
Hilltop previously paid to the Company the purchase price for the New Notes and
the New Warrants being purchased by them, and that the interest on the New Notes
to be issued to Wilen, Rappaport and Hilltop shall accrue from the date Wilen,
Rappaport and Hilltop paid their respective purchase price.

       

      2.            Amendment to Existing
Notes.  Each of the Existing Notes is hereby amended
to:

       

      
        	
                 
      

              	
                a.

              	
                Extension of Maturity
      Date. Extend the maturity date thereof from August 13, 2009 to
      January 29, 2010; and

              


      

       

      
        	
                 
      

              	
                b.

              	
                Amendment to
      Conversion Price.  Reduce the “Conversion
      Price”  (as such term is defined in the Existing Notes) from
      $.12 to $.09 per share of Common
Stock.

              


      

       

      3.            Amendment to Security
Agreement.  The first “Whereas” clause of the Security
Agreement is hereby amended and restated in its entirety to state, as
follows:

       

      WHEREAS,
the Secured Parties are the holders of the Debtor’s Amended and Restated 12%
Secured Convertible Promissory Notes, dated as of May 13, 2009, in the aggregate
principal amount of $101,866.67 (the “Original Notes”), the
Secured Convertible Promissory Notes, dated as of May 13, 2009, in the aggregate
principal amount of $201,016.67 (the “May Notes”), and the
Secured Convertible Promissory Notes, dated as of July 29, 2009 through August
27, 2009, in the aggregate principal amount of $150,000.00 (the “August Notes”, and
together with the Original Notes and the May Notes, the “Notes”);

       

      4.            Amendment to Patent Security
Agreement.  The Patent Security Agreement is hereby amended and
restated in its entirety in the form attached hereto as Exhibit
C.

       

      5.            Amendment to Intercreditor
Agreement.

       

      
        	
                 
      

              	
                a.

              	
                The
      first “Whereas” clause of the Intercreditor Agreement is hereby amended
      and restated in its entirety to state, as
  follows:

              


      

       

      WHEREAS,
the Creditors are the holders of the Debtor’s Amended and Restated 12% Secured
Convertible Promissory Notes, dated as of May 13, 2009 (the “Original Notes”), the
Secured Convertible Promissory Notes, dated as of May 13, 2009 (the “May Notes”), and the
Secured Convertible Promissory Notes, dated as of July 29, 2009 through August
27, 2009 (the “August
Notes”, and together with the Original Notes and the May Notes, the
“Notes”), in
the respective principal amounts set forth on Schedule A annexed hereto, which
Notes have been issued by United Energy Corp. a Nevada corporation (the “Debtor”);

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                b.

              	
                Schedule
      A to Intercreditor Agreement is hereby amended and restated in its
      entirety in the form attached hereto as Exhibit
      D.

              


      

       

      6.            Amendment to Replace Silver
with Hilltop.  Each of the Security Agreement, the Patent
Security Agreement, the Intercreditor Agreement, the Existing Hilltop Notes, the
Existing Hilltop Warrants, that certain Agreement, dated as of May 13, 2009,
among the Company, Wilen, Silver, Rappaport and Sherleigh Associates Inc. Profit
Sharing Plan, and that certain Agreement to Amend Promissory Notes, dated as of
July 13, 2009, among the Company, Wilen, Silver and Rappaport, is hereby amended
to delete all references to Silver contained therein and to replace Silver with
Hilltop, such that Hilltop shall be deemed to be the original party to each such
agreement, or the original holder of such security, as the case may
be.

       

      7.            Closing.  The
closing (the “Closing”) of the
transactions contemplated by this Agreement shall be on such date and time (the
“Closing Date”)
as is mutually agreed to by each of the parties hereto.  The Closing
shall be conditioned upon (a) receipt by the company of Anti-Dilution waivers
from the holders of Series A Warrants and Series A Convertible Preferred Stock
upon terms acceptable to the Company in its sole discretion and (b) the
execution and delivery  of the Amended and Restated Patent Security
Agreement in the form attached hereto as Exhibit
C.

       

      8.            Miscellaneous.

       

      a.            Amendments and
Waivers.  Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the parties hereto.

       

      b.            Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

       

      c.            Entire
Agreement.  This Agreement, including the exhibits and
schedules hereto, constitutes the entire agreement among the parties hereof with
respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, both oral and written, between the parties with
respect to the subject matter hereof and thereof.

       

      d.            Further
Assurances.  The parties shall execute and deliver all such
further instruments and documents and take all such other actions as may
reasonably be required to carry out the transactions contemplated hereby and to
evidence the fulfillment of the agreements herein contained.

       

      e.            Applicable Law and
Jurisdiction.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to principles of conflicts of laws.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      f.            Counterparts.     This
Agreement may be executed by fax transmission and in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

       

      g.            Notice.   For
the purpose of this Agreement, notices and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth on
the Schedule of Purchasers, provided that all notices to the Company shall be
directed to the President and to the Chairman of the Company at 600 Meadowlands
Parkway, Secaucus, NJ 07094, or to such other address as a party may have
furnished to the others in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

       

      [signature
page follows]

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN WITNESS WHEREOF, the Company, Wilen,
Silver, Rappaport and Sherleigh have caused this Agreement to be duly executed
as of the date first written above.

       

       

      
        
          
            
              
                
                  	 	 	 	
                          UNITED
      ENERGY CORP.

                           

                           

                        
	 	 	 	By:
      	/s/
      Ronald Wilen
	 	 
      	 	 	
                          Name:
      Ronald Wilen

                          Title: 
      President

                        
	 	 	 	 	 
	 	 	 	 	 
	 	 
      	 	 	/s/
      Ronald Wilen
	 	 
      	 	 	
                          Ronald
      Wilen

                        
	 	 
      	 	 	 
      
	 	 	 	 	 
	 	 	 	HILLTOP
      HOLDING COMPANY, L.P.
	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	/s/
      Jack Silver
	 	 
      	 	 	
                          Name:
      Jack Silver

                          Title:   Managing
      Partner

                        
	 	 
      	 	 	 
      
	 	 	 	 	 
	 	 	 	 	/s/
      Martin Rappaport 
	 	 
      	 	 	
                          Martin
      Rappaport

                        
	 	 
      	 	 	 
      
	 	 	 	 	 
	 	 	 	 	 
	Agreed
      and consented to:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	/s/
      Jack Silver 	 	 	 
	 	
                          Jack
      Silver