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                                                                  EXHIBIT 10(a)


                            UNITED ENERGY CORPORATION
                      1999 COMPREHENSIVE STOCK OPTION PLAN

         United Energy Corporation, a Nevada corporation (the "Corporation"),
hereby establishes the following Comprehensive Stock Option Plan for the benefit
of employees of the Corporation and its Subsidiaries and non-employee member of
the Board of Directors of the Corporation:

         1.   DEFINITIONS:

              (a) "Act" means the Securities Exchange Act of 1934, as amended.

              (b) "Board of Directors" means the Board of Directors of the
         Corporation.

              (c) "Code" means the Internal Revenue code of 1986, as amended.

              (d) "Committee" means the Stock Option Committee appointed by the
         Board of Directors of the Corporation to administer the Plan.

              (e) "Common Stock" means the common stock of the Corporation to be
         issued pursuant to the Plan.

              (f)  "Corporation" means United Energy Corporation.

              (g) "Director" means a member of the Board of Directors who is not
         a full-time employee of the Corporation or any of its Subsidiaries.

              (h) "Disabled" means the inability of an Optionee to engage in his
         profession by reason of any medically determinable physical or mental
         impairment which can be expected to result in death or which is to last
         or can be expected to last for continuous period of not less than
         twelve months.

              (i) "Effective Date" means May 3, 1999.

              (j) "Fair Market Value" means, as of a given date and for so long
         as shares of the Common Stock are listed on a national securities
         exchange or reported on The NASDAQ Stock Market as a National Market
         security, the mean between the high and low sales prices for the Common
         Stock on such date, or, if no such shares were sold on such date, the
         most recent date on which shares of such Common Stock were sold, as
         reported in The Wall Street Journal. If the Commons Stock in not listed
         on a national securities exchange or reported on The NASDAQ Stock
         Market as a National Market security, Fair Market Value shall mean the
         average of the closing bid and asked prices for such stock in the
         over-the-counter market as reported by The NASDAQ Stock Market. If
         Common Stock is not listed on a national securities exchange or
         reported on The NASDAQ Stock Market as National Market security, or the
         over-the-counter market, Fair Market Value shall be the fair value
         thereof determined in good faith by the Board of Directors.
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              (k) "Grant Date" means (i) for purposes of Options granted to Key
         Employees under Section 6, the date of the Committee's authorization of
         such grant, and (ii) for purposes of Options granted to Directors under
         Section 9, either (A) the date of shareholder approval of the Plan for
         Directors who are granted Options as of the Effective Date, or (B) the
         election as Director with respect to an individual who is not a
         Director on the Effective Date but who is elected a Director within ten
         (10) years after the Effective Date.

              (l) "Incentive Stock Option" means an Option granted by the
         Corporation to a Key Employee which is intended to qualify as an
         Incentive Stock Option under Section 422 of the Code.

              (m) "Key Employee" means an active full time employee of the
         Corporation or its Subsidiaries who has significant responsibility for
         the growth and financial success of the Corporation, including officers
         and other employees of the Corporation and its Subsidiaries. The term
         "Key Employee" does not include a Director or a person who has retired
         from the active employment of the Corporation or a Subsidiary.

              (n) "Nonstatutory Stock Option" means an Option granted by the
         Corporation to a Key Employee or Director which does not meet the
         requirements of Section 422 of the Code, or even if meeting the
         requirements of Section 422 of the Code, is not intended to be an
         Incentive Stock Option and is so designated.

              (o) "Option" means the right granted to a Key Employee or Director
         by the Corporation pursuant to the Plan to purchase shares of Common
         Stock.

              (p) "Optionee" means the individual granted an Option.

              (q) "Option Shares" means any of the shares of Common Stock
         received by an Optionee pursuant to the exercise of all or a portion of
         the Option or Options granted hereunder.

              (r) "Plan" means the United Energy Corporation 1999 Comprehensive
         Stock Option Plan.

              (s) "Stock Option Agreement" means a formal written agreement
         between the Corporation and an Optionee in such form and containing
         such provisions not inconsistent with the provisions of the Plan as the
         Committee shall from time to time approve setting forth the terms and
         conditions of the grant of an option to purchase shares of Common Stock
         pursuant to the Plan.

              (t) "Subsidiaries" means subsidiary corporations of the
         Corporation as that term is defined in Section 424(f) of the Code.

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         2.   PURPOSE:

         This Plan is for the purpose of securing or retaining the services of
Key Employees of the Corporation and its Subsidiaries and non-employee members
of the Board of Directors. The Board of Directors believes the Plan will promote
and increase personal interest in the welfare of the Corporation by, and provide
incentive to, those who are primarily responsible not only for its regular
operations but also for shaping and carrying out the long-range plans of the
Corporation and aiding its continued growth and financial success. It is
intended that designated Options issued to selected Key Employees pursuant to
the Plan will constitute Incentive Stock Options within the meaning of Section
422 of the Code. Furthermore, with respect to person subject to Section 16 of
the Act, transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Act. To the extent that any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.

         3.   ADMINISTRATION:

         The Plan shall be administered by the Committee which shall consist of
not fewer than two members of the Board of Directors who shall be appointed by
the Board.

         The members of the Committee shall serve at the pleasure of the Board
of Directors, which may fill vacancies, however caused, in the Committee. The
Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum, and all action of the Committee shall be
taken by a majority of its members. The Committee shall appoint a secretary, who
may be but need not be a member of the Committee and who shall keep minutes of
its meetings, and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.

         Subject to the express provisions of the Plan, the Committee shall have
complete authority, in its discretion, to determine (i) the Key Employees of the
Corporation and of the Subsidiaries to whom, the number of shares with respect
to which, the time or times when, and the price or prices at which, Options
shall be granted; (ii) the Option periods; (iii) the rate at which such Options
will vest and may be exercised within the appropriate period and any vesting
acceleration or exercisability provisions in the event of a change in control,
termination of employment or termination of the Plan; and (iv) except as
provided in Section 14 hereof, to modify or amend any Option or to waive any
restrictions or conditions applicable to any Option or the exercise thereof. The
Committee shall have complete authority to determine if any Option granted to a
Key Employee is an Incentive Stock Option or a Nonstatuatory Stock Option as
provided in Section 4. Except as provided in Section 14 hereof, the Committee
shall also have complete authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, to determine the terms and
provisions of the respective Stock Option Agreement of Key Employee (which need
not be identical), and to make all other determinations necessary or advisable
for the administration of the Plan. The Committee's determinations on the
matters referred to in this section shall be conclusive and binding upon all
persons including, without limitation, the Corporation and its Subsidiaries, the
Committee and each of the members thereof,

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and the Directors, officers and employees of the Corporation and its
Subsidiaries, the Optionees and their respective successors in interest.

         4.   ELIGIBILITY:

         Incentive Stock Options and Nonstatutory Stock Options may be granted
to current and future Key Employees in the discretion of the Committee. Except
as provided in Section 13 hereof, no Key Employee shall be eligible to receive
an Incentive Stock Option if such employee would beneficially own, directly or
indirectly, capital stock of the Corporation possessing more than ten percent of
the total combined voting power of all classes of capital stock of the
Corporation. For purposes of the preceding sentence, the rules of Section 424(d)
of the Code shall apply, and capital stock of the Corporation that an employee
may purchase under outstanding options shall not be treated as stock owned by
such employee. In determining the employees to whom Options will be granted and
the number of shares to be covered by each Option, the Committee shall take into
account the duties of the respective employees, their current and potential
contributions to the success of the Corporation or its Subsidiaries, the
anticipated number of years of effective service remaining, and such other
factors as it shall deem relevant in connection with accomplishing the purposes
of the Plan. Subject to the limits set forth in this Plan, a Key Employee who
has been granted an Option may be granted additional Options if the Committee
shall so determine.

         Notwithstanding the foregoing provisions of the Plan, no Key Employee
may be granted an Incentive Stock Option pursuant to which the aggregate fair
market value (determined as of the time the Incentive Stock Option is granted)
of the stock with respect to which all Incentive Stock Options are exercisable
for the first time by such employee during any calendar year, under this and all
other Incentive Stock Options plans (as defined in Section 422 of the Code) of
the Corporation or its Subsidiaries, would exceed $100,000.

         5.   STOCK SUBJECT TO OPTION:

         An aggregate 1,000,000 shares of Common Stock will be authorized and
reserved for issuance for purposes of the Plan. Such shares may consist of, as
the Board of Directors of the Corporation shall from time to time determine,
authorized but unissued shares of Common Stock and/or issued shares of Common
Stock which have been reacquired by the Corporation. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full, shares subject to the portion of the Option so expired or terminated
may be available for Options to be granted to other Key Employees or Directors.
In no event, however, may Common Stock which is surrendered or withheld to pay
the exercise price of an Option be available for additional grants.

         The total amount of shares with respect to which Options my be granted
under the Plan and outstanding option rights (both as to the number of shares
subject to Option and the Option price(s) thereof) shall be appropriately
adjusted for any increase or decrease in the number of outstanding shares of
Common Stock of the Corporation resulting from payment of a stock dividend on
the Common Stock, a subdivision or combination of shares of the Common Stock, or
a reclassification of the Common Stock, and (in accordance with the provisions
contained in

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the next following paragraph) in the event of a merger or consolidation;
provided, however, that in the case of Incentive Stock Options, such adjustments
shall be make only to the extent permitted by Sections 421, 422 and 424 of the
Code.

         After the merger of one or more corporations into the Corporation or
any Subsidiary of the Corporation, any merger of the Corporation into another
corporation, any consolidation of the Corporation or any Subsidiary of the
Corporation and one or more corporations, or any other corporate reorganization
of any form involving the Corporation as a party thereto and involving any
exchange, conversion, adjustment or other modification of the outstanding shares
of the Corporation's Common Stock, each Optionee shall, at no additional cost,
be entitled, upon any exercise of his or her Option, to receive, in lieu of the
number of shares as to which such Option shall then be so exercised, the number
and class of shares of stock or other securities or such other property to which
such Optionee would have been entitled to pursuant to the terms of the agreement
of merger or consolidation, if at the time of such merger or consolidation, such
Optionee had been a holder of record of a number of share Common Stock of the
Corporation equal to the number of shares as to which such Option shall then be
so exercised. Comparable rights shall accrue to each Optionee in the event of
successive mergers or consolidations of the character described above.

         The foregoing adjustments and the manner of application of the
foregoing provision shall be determined by the Committee in its sole discretion.
Any such adjustment may provide for the elimination of any share which might
otherwise become subject to an Option.

         In the event of (i) the adoption of a plan of merger or consolidation
of the Corporation with any other corporation or association as a result of
which the holders of the voting capital stock of the Corporation as a group
would receive less than 50% of the voting capital stock of the surviving or
resulting corporation; (ii) the approval by the Board of Directors of an
agreement providing for the sale or transfer (other than as security of
obligations of the Corporation) of substantially all the assets of the
Corporation: or (iii), in the absence of a prior expression of approval of the
Board of Directors, the acquisition of more than 20% of the Corporation's voting
capital stock by any person within the meaning of Section 13(d)(3) of the Act,
other than a person, or group including a person, who beneficially owned, as of
the Effective Date hereof, more than 7% of the Corporation's securities; then,
any Option granted hereunder shall become immediately exercisable in full,
subject to any appropriate adjustments in the number of shares subject to the
Option and the option price, and shall remain exercisable for the remaining term
of such Option, regardless of whether such Option has been outstanding for six
months or of any provision contained in the Stock Option Agreement with respect
thereto limiting the exercisability of the Option or any portion thereof for any
length of time, subject to all of the terms hereof and of the Stock Option
Agreement with respect thereto not inconsistent with this paragraph.

         Anything contained herein to the contrary notwithstanding, upon the
dissolution or liquidation of the Corporation each Option granted under the Plan
shall terminate; provided, however, that following the adoption of a plan of
dissolution or liquidation, and in any event prior to such dissolution or
liquidation (and as provided above regarding certain mergers and
consolidations), each Option granted hereunder shall be exercisable in full,
regardless of whether

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such Option has been outstanding for six months or of any provision contained in
the Stock Option Agreement with respect thereto limiting the exercisability of
the Option or any portion thereof for any length of time, subject to all of the
terms hereof and of the Stock Option Agreement with respect thereto not
inconsistent with this paragraph.

         The grant of an Option pursuant to this Plan shall not affect in any
way the right or power of the Corporation or any of its Subsidiaries to make
adjustments, reclassifications, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.

         6.   GRANTING OF OPTIONS TO KEY EMPLOYEES:

         Following the selection by the Committee of a Key Employee to whom an
Option shall be granted, the Corporation may tender to such Key Employee for
signature a Stock Option Agreement. The Committee may designate certain Options
granted pursuant to the Plan as Incentive Stock Options. An Option granted to a
Key Employee shall be deemed granted on the Grant Date with respect thereto as
that term is defined in Section 1(k)(i) hereunder.

         Subject to the terms of this Plan, the purchase price of the Common
Stock under each Nonstatutory Stock Option granted to a Key Employee shall be
determined by the Committee by reference to the Fair Market Value of the Common
Stock, and the purchase price of Common Stock underlying each Incentive Stock
Option shall be no less than the Fair Market Value of the Common Stock at the
Grant Date.

         7.   OPTION PERIOD FOR KEY EMPLOYEES:

         The Options granted to Key Employees hereunder shall be exercisable in
whole or in part or in installments, from time to time, as may be specified by
the Committee, except that no Option granted to a Key Employee under the Plan
shall be exercisable within six months of, or after ten years from, the Grant
Date. Furthermore, no Options may be granted more than ten (10) years after the
expiration of ten years from and including the Effective Date.

         8.   EFFECT OF TERMINATION OF EMPLOYMENT OR DISABILITY OF KEY
              EMPLOYEES:

              (a) If the employment of any Key Employee to whom an Option has
         been granted is terminated for any reason other than death, disability,
         retirement with the consent of the Corporation or termination without
         cause, his or her unexercised Option or Options shall terminate
         immediately.

              (b) If a Key Employee retires with the consent of the Corporation
         or any of its Subsidiaries, all Options held by such Key Employee, to
         the extent that such Options have not previously expired or been
         exercised, shall become fully exercised and vested, and the Key
         Employee may exercise such Options in part or in full at any time
         within three months after said retirement or termination, but in no
         event after the expiration of ten years from the Grant Date of such
         Option.

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              (c) If the employment of a Key Employee is terminated without
         cause by the Corporation or any of its Subsidiaries, the Key Employee
         may exercise his or her Option to the extent that the Key Employee was
         entitled to exercise it as of the date of such termination but only
         within three months after said termination and in no event after the
         expiration of ten years from the Grant Date of such Option.

              (d) If a Key Employee dies or becomes Disabled while he or she is
         an employee of the Corporation or any of its Subsidiaries, or shall die
         within three months after retirement (provided that such retirement is
         with the consent of the Corporation or any of its Subsidiaries), all
         Options held by such Key Employee, to the extent that such Options have
         not previously expired or been exercised, shall become fully
         exercisable and vested, and such Options, may be exercised in part or
         in full at anytime within one year after the date of such death or
         disability or, if he dies within three months after retirement
         (provided that such retirements with the consent of the Corporation or
         any of its Subsidiaries), at any time within one year after such
         retirement, but in no event after expiration of ten years from the
         Grant Date of the Option. In the event of the Key Employee's death,
         such Options may be exercised to the extent otherwise provided herein
         by the executor or personal representative of the Key Employee's estate
         or by any person who acquired the right to exercise such Options by
         bequest under the Key Employee's will or by inheritance. In the event
         the Key Employee is Disabled, such Options may be exercised to the
         extent otherwise provided herein by the personal representative of the
         Key Employee or such other person designated by a court of competent
         jurisdiction or by power of attorney to handle the Key Employee's
         personal estate or affairs. The Committee, in its sole discretion, must
         determine that a Key Employee is Disabled upon certification thereof by
         a qualified physician selected by the Committee after such physician
         examines the Key Employee.

              (e) A temporary leave of absence approved by the Corporation or
         any of its Subsidiaries shall not be deemed to be a termination of
         employment, unless, under any applicable provisions of the Code or
         regulations promulgated thereunder, as then in effect, the affected Key
         Employee would be accorded different tax treatment than if such Key
         Employee were an active employee of the Corporation or any its
         Subsidiaries.

              (f) Notwithstanding the provisions of subparagraphs (a), (b), (c),
         (d) and (e) above, the Committee may, in its sole discretion, establish
         different terms and conditions pertaining to the effect of termination
         of employment or disability, to the extent permitted by applicable
         federal and state law.

         9.   GRANTING OF NONSTATUTORY STOCK OPTIONS TO DIRECTORS:

         All Options granted under this Section 9 shall be Nonstatutory Stock
Options and shall not be entitled to special tax treatment under Section 422 of
the Code. Each individual who is not a Director on the effective Date but who is
elected a Director within ten (10) years after the Effective Day may be granted,
as of the date of such election as Director, a Nonstatutory Stock Option to
purchase 10,000 shares of Common Stock. The Common Stock may tender to each

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Director for signature a Stock Option Agreement, which Stock Option Agreement
shall comply with and be subject to the following terms and conditions:

              (a) The exercise price of shares of Common Stock covered by the
         Nonstatutory Stock Option shall not be less than 100% of the Fair
         Market Value of such shares on the Grant Date. For purposes of this
         Section 9, the Grant Date shall be as defined in Section 1(k)(ii)
         hereunder.

              (b) No Nonstatutory Stock Option granted pursuant to this Section
         9 may be exercised:

                  (i)   Before the Plan is approved by the shareholders of the
              Corporation;

                  (ii) If and to the extent required by Rule 16B-3 of the Act,
              within the first six months after the date the Plan is approved by
              the shareholders; provided that this six month restriction shall
              not apply if the Director becomes Disabled or dies during the six
              month period;

                 (iii) After the expiration of ten (10) years from the Grant
              Date; provided, however, that each Nonstatutory Stock Option shall
              be subject to termination before its date of expiration as herein
              provided;

                  (iv) Except as set forth in Section 9(c) or 9(d) hereof, more
              than three months after the Director ceases to be a Director;
              provided, however, that if the Director ceases to be a Director
              before the lapse of the six month period described in clause (ii)
              above, more than three months after the lapse of such six-month
              period.

              (c) If a Director ceases to be a Director for reason death or
         becoming Disabled, the Nonstatutory Stock Option may be exercised
         (subject to the limitations of sections 9(b)(i) and 9(b)(iii) hereof)
         within one year after his death by the person to whom the Director's
         rights under the Nonstatutory Stock Option shall have passed by will or
         by the laws of descent and distribution.

              (e) Nonstatutory Stock Options granted pursuant to this Section 9
         may be exercised in the manner set forth in Section 10 hereof.
         Notwithstanding anything herein to the contrary, however, Nonstatutory
         Stock Options granted to Directors shall be exercised in such a manner
         as to conform to the provisions of Rule 16b-3 of the Act.

              (f) This Section 9 shall not be amended more frequently than once
         every six months, other than to comply with changes in the Code or the
         Employee Retirement Income Security of 1974 or the respective rules
         thereunder.

         10.  EXERCISE OF OPTIONS BY OPTIONEES:

         An Option may be exercised by an Optionee by written notice to the
Corporation at its principal offices, or such other address to which the office
may be relocated, which notice shall

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be signed by the Optionee or by the Optionee's successors, as described herein,
and which shall state the number of shares with respect to which the Option is
being exercised, and shall contain the representation that it is the Optionee's
current intention to acquire the shares being purchased for investment and not
for resale. Payment in full of the option price of said shares must be made at
the time of the exercise of the Option, and payment may be made in cash or
shares in the Common Stock of the Corporation preciously held by the Optionee,
or a combination of both. Payment in shares also may be made with shares
received upon the exercise or partial exercise of an Option, whether or not
involving a series or exercises or partial exercises and whether or not share
certificates for such shares surrendered have been delivered to the Optionee.
Shares of Common Stock previously held by the Optionee, and surrendered in
accordance with rules and regulations adopted by the Committee for the purpose
of making full or partial payment of the option price, shall be valued for such
purpose at the Fair Market Value thereof on the date the Option is exercised. As
soon as practicable after said notice shall have been received, the Corporation
shall deliver to the Optionee a stock certificate registered in the Optionee's
name representing the Option shares.

      The Optionee shall not have any rights of a shareholder of the Corporation
with respect to the shares covered by the Option except to the extent that, and
until, one or more certificates for shares of Common Stock shall have been
delivered to the Optionee upon the due exercise of the Option. No shares shall
be required to be issued and delivered upon exercise of any Option under the
Plan unless and until all of the requirements of law and of all regulatory
agencies having jurisdiction over the issuance and delivery of the securities
shall have been fully complied with.

      The exercise of any Nonstatutory Stock Option granted under the Plan is
subject to the condition that if at any time the Corporation shall determine, in
its sole discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in connection with, such exercise or the delivery or
purchase of shares pursuant hereto, then in such event, the exercise of the
Option shall not be effective unless such withholding tax or other withholding
liabilities shall have been satisfied by payment to the Corporation or by having
withheld from the Optionee's compensation (if any) any amounts necessary to
satisfy the Corporation's withholding liabilities with respect to such
disposition. In the event of the disposition by an Optionee of shares of Common
Stock acquired pursuant to the exercise of an Incentive Stock Option granted
pursuant to the Plan within two years of the granting of the Incentive Stock
Option or within one year after the exercise of the Incentive Stock Option, the
Corporation shall have the right to require that the Optionee pay to the
Corporation or have withheld from the Optionee's compensation any amounts
necessary to satisfy the Corporation's withholding liabilities with respect to
such disposition.

      11. THE RIGHT OF THE CORPORATION TO TERMINATE EMPLOYMENT AND STATUS:

      Nothing contained in the Plan or in any Option granted pursuant to the
Plan shall confer upon any Optionee, Key Employee or Director any right to
continued employment with the Corporation or one of its Subsidiaries, or shall
interfere in any way with right of the Corporation to release or retain the
Director in his status as director, to make additional grants to the Key

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Employee at any time thereafter, or to terminate a Key Employee's employment at
any time for any reason.

      12. NON-TRANSFERABILITY OF OPTIONS:

      No Option granted under the Plan shall be transferable by the Key Employee
or Director other than by will, or, if he or she dies intestate, by the laws of
descent and distribution of the state of his or her domicile at the time or his
or her death or except pursuant to a qualified domestic relations order. During
the Key Employee's or Director's lifetime, the Option shall be exercisable only
by the Key Employee or Director.

      13. TEN PERCENT SHAREHOLDERS:

      Notwithstanding the provisions of Section 4 hereof regarding the
ineligibility of certain ten percent owners of the Corporation's capital stock,
any such Key Employee may be granted an Incentive Stock Option hereunder which
(a) provides for an option price of at LEAST 110% of the fair market value of
the stock at the time of the granting of the Incentive Stock Option, (b) is not
exercisable before the expiration of six months or after the expiration of five
years from the date such Incentive Stock Option is granted, and (c) is subject
to all of the other terms and conditions of the Plan including, the restrictions
of Section 4 hereof regarding Incentive Stock Options to purchase shares having
a fair market value in excess of $100,000.

      14. AMENDMENT AND TERMINATION:

      Except as set forth in Section 9 hereof, the Plan may be amended,
modified, discontinued or terminated at any time by the Board of Directors as
deemed in the best interests of the Corporation; provided, however, no such
amendment or modification shall (i) materially increase the benefits accruing to
eligible employees, (ii) increase the number of shares which may be issued
pursuant to Options, (iii) materially modify the requirements as to eligibility
for participation, or (iv) without the consent of the holder, reduce the amount
of any benefit or adversely change the terms and conditions of any outstanding
Option. Furthermore, to the extent necessary and desirable to comply with Rule
16b-3 under the Act or with Section 422 of the code (or any other applicable law
or regulation, including the requirements of any stock exchange on which the
Common Stock is listed or quoted), shareholder approval of any Plan amendment
shall be obtained in such a manner and to such a degree as is required by the
applicable law or regulation.

      The Committee may make such amendments or modifications in the terms and
conditions of any Option as it may deem advisable, or cancel or annul any grant
of an Option; provided, however, that no such amendment, modification,
cancellation or annulment may, without the consent of the Optionee, adversely
affect his or her rights under such Option; and provided further, that the
Committee may not reduce the exercise price of any Option below the original
exercise price of such Option.

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      15. EFFECTIVE DATE AND DURATION OF THE PLAN:

      The Effective Date of the Plan is May 3, 1999 subject to approval of
the Plan by the shareholders of the Corporation. Notwithstanding or other
provision hereof, no Option granted hereunder may be exercised prior to approval
of the Plan by the shareholders of the Corporation and, in the event the
shareholders do not approve the Plan within 2 YEARS from the Effective Date, all
Options granted hereunder shall be void. No Options may be granted under this
Plan after the expiration often years from and including the Effective Date and
unless terminated earlier pursuant to Section 14 hereof, the Plan shall
terminate on May 3, 2009.


ATTEST:                                     UNITED ENERGY CORPORATION


   /s/ ROBERT L. SEAMAN                           /s/ RONALD WILEN
-------------------------------             -------------------------------
   Robert L. Seaman                                  Ronald Wilen
       Secretary                                      President


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