SEPARATION
      AGREEMENT

     

    THIS
      AGREEMENT,
      entered
      into as of November 7, 2007, by and among BRIAN F. KING (the “Executive”)
      and
      UNITED ENERGY CORP., a Nevada corporation (the “Company”).

    


    WHEREAS,
      the
      Executive and the Company wish to terminate the employment relationship between
      the Executive and the Company.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants herein contained, the parties
      agree as follows:

    


    1.       Termination.
      The
      employment of Executive as Chief Executive Officer and President by the Company
      is hereby terminated effective as of November 9, 2007 (the “Termination Date”)
      and, except as otherwise set forth herein, Executive shall not receive any
      salary or other benefits for the period following the Termination Date.


    


    2.       Compensation.
      In
      consideration of Executive entering into this Agreement (including the releases
      contained herein), and in full payment of all amounts due to Executive from
      the
      Company based on Executives’ employment with the Company, the Company shall pay
      the following amount:

     

    (a)       Pay
      to the Executive, all accrued and unpaid salary up to and including the
      Termination Date; and

    


    (b)       Reimburse
      the Executive for all expenses incurred in connection with his employment with
      the Company up to and including the Termination Date. 

    


    3.       Health
      Insurance.
      For the
      18-month period commencing on the Termination Date, the Company shall offer
      to
      the Executive the opportunity, at the Executive’s expense, to extend the
      Executive’s (and his dependents) health insurance coverage to the same extent as
      (and no greater than) provided to the Executive immediately prior to the
      Termination Date pursuant to New Jersey and federal law (including but not
      limited to COBRA). 

    


    4.       Executives’
      Release.
      Except
      for (i) claims arising out of breach of this Agreement, and (ii) claims by
      third
      parties against the Executive with respect to the Company, its Executives,
      officers or representatives, its business or operations, or the business or
      operations of affiliates of the Company, for which Executive is entitled by
      law
      to indemnification from the Company, the Executive, for himself and his
      respective heirs, dependents, executors, administrators, legal representatives,
      successors and assigns hereby releases and forever discharges the Company,
      its
      parent, subsidiaries, and affiliated entities (the “Affiliates”)
      and
      the Company’s and the Affiliates’ officers, directors, Executives, stockholders
      and agents (collective, the “Company
      Releasees”)
      from
      any and all actions, causes of action, suits, claims, damages, liabilities,
      sums
      of money and demands, in law or equity (collectively “Claims”),
      whether known or unknown, which the Executive, ever had, now has, or hereafter
      can, shall or may have against the Company Releasees, or any of them, for,
      upon
      or by reason of any fact, matter, cause or thing whatsoever, from the beginning
      of the world through the date hereof arising out of any association between
      the
      Executive and the Company Releasees or any of them.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5.       Company's
      Release.
      The
      Company Releasees hereby releases and forever discharges the Executive, and
      his
      respective heirs, dependents, executors, administrators, legal representatives,
      successors and assigns from any Claims whether known or unknown, which the
      Company Releasees, ever had, now has, or hereafter can, shall or may have
      against the Executive upon or by reason of any fact, matter, cause or thing
      whatsoever, from the beginning of the world through the date hereof arising
      out
      of any association between the Executive and the Company Releasees or any of
      them.

    


    6.       Nondisclosure.
      

    


    (a)       Executive
      agrees that he shall not at any time, except as may be required by court order
      or law, directly or indirectly use (for his own benefit or the benefit of any
      other person or entity), divulge or otherwise disclose, or cause to be used,
      divulged or disclosed any Confidential Information; provided, however, that
      the
      foregoing shall not extend to the disclosure of any such information which
      at
      the time of disclosure was in the public domain or was readily available through
      public sources other than as a result of breach of this Agreement or any other
      confidentiality agreement with the Company or any of its Affiliates known to
      Executive. For purposes of this Agreement, the term "Confidential Information"
      means all proprietary, confidential and non-public information (whether written
      or oral) concerning the Company or its Affiliates, including, but not limited
      to, information about the Company's or any of its Affiliates’ intellectual
      property, procedures, operations, customers (including, without limitation,
      customer lists, compilations, information and billing records) finances,
      prospects, Executives, consultants and contractors, information relating to
      the
      research, development, production, manufacturing, sales and distribution of
      the
      Company's products, processes and techniques, memoranda, organizational,
      promotional and merchandising materials and strategies. In the event that the
      Executive is requested or required by court order or law to disclose any of
      the
      Confidential Information, he shall provide the Company with prompt written
      notice of any such request or requirement so that the Company or any other
      person included in the Company Releasees will have a reasonable period of time
      in which to seek a stay or other protective order or other appropriate remedy
      prior to disclosure of the Confidential Information.

    


    (b)       All
      Confidential Information shall be and remain the sole property of the Company.
      Upon the execution hereof, the Executive shall return to the Company any and
      all
      documents, records, notebooks, files, correspondence, reports, surveys,
      analyses, assessments, memoranda or similar materials (whether in paper or
      electronic format, and including all copies thereof) containing Confidential
      Information, whether prepared by the Executive or by others.

    


    7.       Non-Solicitation.

    


    From
      the
      date hereof through December 31, 2008, the Executive agrees that he will not,
      directly or indirectly, for his own benefit or for the benefit of any other
      Person: 

    


    (i)       influence
      or attempt to influence any Person to (A) terminate or modify such Person’s
      employment or other professional relationship with the Company and/or its
      affiliates, or (B) employ, consult or otherwise retain, directly or indirectly,
      any Person who is (or during the twelve months prior to the date hereof was)
      employed, by the Company or its affiliates;

     

    
      
         

      

      
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    (ii)       influence
      or attempt to influence a supplier or customer of the Company or its affiliates,
      or any other Person with whom the Company or its affiliates shall have dealt,
      to
      terminate or modify any written or oral agreement or course of dealing with
      the
      Company or its affiliates; or

    


    (iii)       influence
      or attempt to influence a supplier or customer of the Company or its affiliates,
      or any other Person with whom the Company or its affiliates shall have dealt,
      for the purpose of offering any services or products which are substantially
      similar or comparable to the services or products offered by the Company to
      its
      affiliates.

    


    For
      purposes of this Agreement: (i) the term “customers of the Company” shall be
      deemed to mean and include any Person with whom or with which the Company or
      any
      affiliate of the Company transacted business or had commercial dealings on
      the
      date hereof or during the 12 month-period prior to the date hereof; and (ii)
      the
      term “Person” shall mean any individual, corporation, partnership, limited
      liability company, association, joint-stock company, trust, unincorporated
      organization, joint venture, entity, court or government (or political
      subdivision or agency thereof).

    


    8.       Non-Disparagement.

    


    (a)       Absent
      any breach of this Agreement by the Company, the Executive agrees that for
      and
      during the period from the date hereof through December 31, 2009 (the
“Non-Disparagement
      Period”),
      he
      will not disparage (or induce or encourage others to disparage) the Company,
      any
      of Affiliates or any of its or their officers, directors, Executives or
      shareholders. As used herein, the term “disparage,” includes, without
      limitation, comments or statement to the press, any of the Company’s or
      Affiliates’ Executives or any person with whom the Company or any Affiliate has
      a business relationship which is designed to or would reasonably be expected
      to
      adversely affect in any manner, the conduct of any of the Company’s or any of
      Affiliates’ business or the business or personal reputations of the Company, its
      Affiliates or any of the Company’s or its Affiliates’ officers, directors,
      Executives or shareholders.

    


    (b)       Absent
      any breach of this Agreement by the Executive, the Company, for itself and
      its
      officers directors and Executives, agrees that for and during the
      Non-Disparagement Period, it will not disparage (or induce or encourage others
      to disparage) the Executive. As used herein, the term “disparage,”
      includes, without limitation, comments or statement to the press, any of the
      Company’s or its affiliates’ Executives or any person known to the Company to
      have a business relationship with Executive which is designed to or would
      reasonably be expected to adversely affect in any manner the conduct of the
      Executive’s business or the personal reputation of the Executive.

    


    The
      Executive acknowledges and agrees that his compensation hereunder is in
      consideration for, among other things, the covenants set forth in Sections
      5, 6
      and 7 and that such restrictive covenants are (i) necessary to protect the
      goodwill and other proprietary interests of the Company and (ii) reasonable
      and
      valid in scope and in all other respects. If any court of competent jurisdiction
      determines that any of such covenants, or any part thereof, are invalid or
      unenforceable for any reason, such court shall have the power to modify such
      covenants, or any part thereof, and in such modified form, such covenants shall
      then be valid and enforceable.

     

    
      
         

      

      
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    The
      Executive hereby acknowledges and agrees that any breach of one or more
      provisions contained in Sections 5, 6 and 7 of this Agreement shall be
      considered a material breach of this Agreement. In the event of any such breach,
      due to the difficulty of calculating the damages that might be sustained
      directly or indirectly as a result of such breach, the Executive hereby
      acknowledges that the Company would not have a remedy at law adequate to address
      such breach, and the Company shall be entitled, upon showing of breach of this
      Agreement, to injunctive relief, in addition to any remedies at
      law.

    


    9.       Assurance
      of Cooperation.
      From
      the date hereof through May 31, 2008, the Executive agrees to cooperate with
      the
      Company and to take such actions as may be reasonably requested by the Company,
      to ensure the transition of functions and duties heretofore held by the
      Executive to other (and new) Executives of the Company without any material
      business interruptions.

    


    10.       Legal
      Fees.
      In the
      event any party to this Agreement defaults in the performance of its or his
      obligations hereunder or breaches any provision hereof, the non-defaulting
      or
      non-breaching party or parties shall be entitled, in addition to all other
      rights and remedies available at law or equity, to recover all costs and
      expenses (including reasonable legal fees) incurred in enforcing the provisions
      of this Agreement and his or its respective rights hereunder.

    


    11.       Governing
      Law; Jurisdiction; Service of Process.
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New Jersey applicable to agreements made and performed in the
      State
      of New Jersey, without regard to conflict of laws principles. 

    


    12.       Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      all such notices and payments under this Agreement shall be deemed effective
      and
      given upon actual delivery or rejection if presented personally, one business
      day after the date sent if sent by overnight courier service, upon receipt
      of
      confirmation if sent by telex or facsimile transmission, or five calendar days
      after deposited in the mails if sent by registered or certified mail, return
      receipt requested, postage prepaid. Notices shall be sent to the following
      addresses:

    


    If
      to the
      Company:

    


    United
      Energy Corp.

    600
      Meadowlands Parkway

    #20

    Secaucus,
      NJ 07094 

    Attention:
      

    Facsimile
      No.: 

    


    If
      to the
      Executive.:

    


    Brian
      F.
      King

    1335
      North Tejon Street

    Colorado
      Springs, CO 80903

    Facsimile:
      

    


    or,
      in
      each case, to such other address as may be designated in writing by any such
      party.

     

    
      
         

      

      
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    13.       Integration.
      Except
      with respect to the Option Agreement (as defined herein), this Agreement
      contains, and is intended as, a complete statement of all of the terms of the
      arrangements between the parties with respect to the matters provided for,
      supersedes any previous agreements and understandings between the parties with
      respect to those matters, and shall not be amended, revised, changed, or
      otherwise modified without the written approval of all parties hereto. The
      Company hereby acknowledges and agrees that: (i) the option agreements by and
      between the Company and the Executive (one dated September 15, 2004 and the
      other dated April 1, 2006) as attached hereto as Exhibit A (the “Option
      Agreements”) remain in full forces and effect; and (ii) the options granted
      pursuant to the Option Agreements are fully vested and may be exercised at
      any
      time by the Executive up to their expiration on the third anniversary of the
      Termination Date.

    


    14.       Assignment.
      This
      Agreement shall not be assignable by the Executive without the prior written
      consent of the Company but may be assigned by the Company; however, no such
      assignment shall relieve the Company of its obligations hereunder. This
      Agreement shall be binding upon and shall inure to the benefit of the successors
      or assigns of the Company or Executive, and the heirs, personal representatives
      or administrators of Executive.

    


    15.       Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

    


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

    


    


    
      	 	 	 	United Energy
              Corp.
	 	 	 	 
	/s/ 	 	 	/s/ 
	
              

              Brian
                F. King

            	 	 	
              
Ronald
              Wilen
	
               

            	 	 	
              Name:
                Ronald Wilen

              
                Title:
                  Chairman

              

            




     

     

    
 

    
      
         

      

      
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    Exhibit
      A

    Option
      Agreement 

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        6