**Exhibit
      10.34**




**EXECUTIVE
      EMPLOYMENT AGREEMENT**




**THIS
      EXECUTIVE EMPLOYMENT AGREEMENT** ,
      effective as of April 16, 2007, by and between UNITED ENERGY CORPORATION, a
      Nevada corporation (the "Company"), located at 600 Meadowlands Parkway,
      Secaucus, NJ 07094, and RONALD WILEN (the "Executive"), residing at 287 Columbia
      Terrace, Paramus, NJ 07652.




***WITNESSETH:***




**WHEREAS** ,
      the
      Company manufactures, refines, markets and sells various chemical additives
      and
      other products to the oil and petroleum industry and conducts related research
      and development activities at its offices, plant and laboratories in Secaucus,
      New Jersey;




**WHEREAS** ,
      the
      Executive is the founder of the Company and, since 1995, served for many years
      as its Chief Executive Officer and as Chairman of its Board of Directors, and
      continues to serve as Chairman;




**WHEREAS** ,
      the
      Executive is also a shareholder in the Company; and




**WHEREAS** ,
      the
      parties now wish to continue their employment relationship on the terms and
      conditions hereinafter described, and,




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




**1.**  **EMPLOYMENT:** The
      Company hereby agrees to employ the Executive and the Executive hereby agrees
      to
      accept such employment as Board Chairman, Secretary & Executive V.P. of
      R&D upon the terms and conditions herein set forth.





**2.**  **TERM:** The term
      of this Agreement shall commence on  April
      16,
      2007 and shall terminate on the fifth anniversary of the date set forth above
      (the "Initial Term"). Unless otherwise terminated pursuant to the provisions
      hereof, this Agreement shall be renewed for another five-year term (the "Renewal
      Term") subsequent to the Initial Term, unless either party provides prior
      written notice of termination before the respective time specified herein for
      such  termination.
      The Initial Term and any extension(s) thereof are hereinafter referred to as
      the
      "Employment Period."





**3.**  **DUTIES:** The
      Executive is employed as Board Chairman, Secretary & Executive V.P. of
      R&D of the Company, and, as an employee of the Company, agrees to devote his
      attentions and best efforts on a full-time basis during regular working hours
      to
      provide the services and perform all duties and responsibilities which may
      be
      granted to or required of the Executive by the Board of Directors, and such
      duties and responsibilities as are consistent with and generally of the nature
      of services customarily performed by a Board Chairman, Secretary & Executive
      V.P. of R&D. During the term of this Agreement, the Executive shall also
      serve as Chairman of the Company's Board of Directors. The Company shall at
      all
      times obtain and maintain a policy of Directors and Officers Liability
      insurance. The Executive shall not be required or forced by the Company to
      relocate without his consent, which he may withhold in his sole and absolute
      discretion.





**4.**  **COMPENSATION/BENEFITS:** In
      consideration of his services hereunder, the Executive shall be entitled to
      the
      following compensation and benefits:





A.  The
      Company agrees to pay the Executive, as compensation for his services, the
      salary and benefits contained herein or otherwise set forth in the Compensation
      Schedule annexed hereto, as well as any additional or other compensation as
      may
      from time to time be deemed appropriate and determined by the Company's Board
      of
      Directors. Salary shall be subject to all applicable withholding for tax or
      other purposes as required by applicable state and federal law.










B.  Notwithstanding
      anything contained herein or in the annexed Compensation Schedule, during the
      period of his employment, the Executive shall be eligible for and receive
      health, disability and life insurance benefits, participation in a 401(k) plan,
      and such other benefits so long as such benefits are generally made available
      to
      all full time employees of the Company.





C.  During
      the period of his employment, the Executive shall be reimbursed for the
      reasonable and necessary expenses incurred by him in connection with his
      employment efforts and duties subject to reasonable policy standards set by
      and
      with the approval of the Company's Board of Directors.





**5.**  **TERMINATION:**





A.  For
      Cause .
      This
      Agreement may be terminated by the Company, acting through the Company's Board
      of Directors, at any time upon the occurrence of one or more of the following
      events:





(1)  The
      Executive has engaged in fraud, dishonesty, misappropriation of Company assets,
      self dealing, insubordination, harassment, or gross misconduct in the rendering
      of services on behalf of Company; or





(2)  The
      Executive is convicted of (i) any crime constituting a felony in the
      jurisdiction in which committed, or (ii) any criminal act against the Company
      involving dishonesty or willful misconduct intended to injure or which injures
      the Company (whether or not a felony); or





(3)  The
      Executive has failed or refused to faithfully or diligently perform the usual
      and customary duties of his employment or has otherwise committed a material
      breach of this Agreement, and the Executive has failed diligently to undertake
      to cure such breach within a reasonable period of time after written notice
      of
      such breach.





In
      the
      event of such termination, the Executive shall be entitled to receive only
      compensation for services performed prior to the effective date of such
      termination, and shall also be entitled to any other benefits under this
      Agreement other than salary to which Executive shall be entitled, through and
      including the last day of his employment under the terms of and in accordance
      with any plan or program referred to in this Agreement.





B.  Death
      and Disability .
      This
      Agreement may be terminated by the Company acting through the Company's Board
      of
      Directors at any time with written notice upon the death or upon the date the
      Executive is deemed to be disabled, as hereinafter described. As used herein,
      the “disability” of the Executive shall mean his physical or mental inability or
      incapacity substantially to perform the duties of his office for a period of
      three (3) consecutive months or for any 120 days during any
      six (6) month period, such disability to be effective as of the end of such
      period. If an issue arises as to determination of disability, each party shall
      be entitled at his or its expense to rely on a medical opinion of a qualified
      physician, and in the event of disagreement, the two physicians shall in turn
      agree to rely on the opinion of a third physician mutually selected by such
      physicians, the expense for whom shall be shared by the parties.





In
      the
      event of termination of employment for any reason specified in Section 5B
      hereof, the Company shall no longer be obligated to make any salary payments
      of
      any kind whatsoever to Executive or to Executive’s estate. However, any salary
      payments earned but not yet paid to the termination date, as well as any bonus
      accrued but not yet paid, shall be made by the Company to Executive or
      Executive’s estate, as may be applicable. Upon and after termination of
      employment for whatever reason specified in Section 5B hereof, Executive shall
      be entitled to such benefits, other than salary, to which Executive shall be
      entitled to, through and including the last day of his employment under the
      terms of any plan or program referred to in this Agreement.





C.  Good
      Reason; Without Cause .
      Good
      Reason shall mean the termination of Executive without his express written
      consent, upon the occurrence of the following events: any (i) assignment to
      the Executive of any duties inconsistent in any material respect with
      Executive’s position, duties, responsibilities or status with the Company,
      (ii) reduction by the Company of Executive’s salary during the Employment
      Period, (iii) relocation of Executive’s work location by more than 25 miles
      from the Company’s current location during the Employment period, or
      (iv) material breach by the Company of this Agreement.










If
      the
      Executive’s employment is terminated without Cause by the Company or for Good
      Reason by the Executive, the Company shall pay to the Executive a severance
      benefit as set forth on the attached Schedule of Compensation and any bonus
      awarded to the Executive in a prior year but unpaid as of the termination date.
      In addition, the Company shall pay to Executive a sum equal to the cost the
      Company would have incurred in providing Executive with health and disability
      insurance coverage for a period of eighteen (18) months from the date of
      such termination as if the Executive had remained employed for such period,
      such
      health and disability insurance coverage to be comparable to that provided
      immediately prior to the date of his termination.





D.  Retirement .
      Executive shall also have the right to retire from employment during the
      Employment Period by written notice to the Company at least 180 days prior
      to the effective date of his resignation, all rights hereunder being preserved.
      Executive shall be entitled to receive his salary earned but not yet paid up
      to
      the date of his retirement.





E.  Return
      of Company Property .
      Upon
      termination of or resignation from employment, Executive shall return to the
      Company all Company property in his possession.





6 **.**  **NON-DISCLOSURE
      OF INFORMATION:** The
      Executive recognizes and acknowledges that customer lists and other information
      relating to Company’s customers and the procedures followed by the Company are
      valuable, special and are unique assets of the Company. The Executive will
      not,
      during or after the term of employment, directly or indirectly, disclose any
      information pertaining to the business operation or customers of the Company
      to
      third parties without the express written consent of the Company. Unless
      Executive shall first secure Company’s written consent, Executive shall not
      disclose or use at any time either during or subsequent to said employment,
      any
      products or secret or confidential information of Company of which Executive
      becomes informed during said employment, whether or not developed by Executive,
      except as required in Executive’s duties to Company.





**7.**  **AGREEMENT
      NOT TO COMPETE:**





Provided
      the Company is not in default of this Agreement, during the Employment Period,
      and for a period of two (2) years thereafter, the Executive shall not, directly
      or indirectly, enter into any relationship, whether as an employee, agent,
      independent contractor, owner, or otherwise, with, or in any manner take part
      in, any business, profession, or other endeavor which competes with the Company
      in the sale of products or services sold by the Company or such other products
      or services as the Company may add to its business during the Term, or induce
      or
      attempt to induce any customer or client of the Company to limit its purchases
      of the Company's products or services. This paragraph shall not prohibit mere
      ownership of two (2) percent or less of the stock of any publicly traded
      company. In addition to the foregoing, the Executive  covenants
      not to solicit or otherwise induce any person who was an employee of the Company
      within six (6) months of the termination of this Agreement to leave the employ
      of the Company.





**8.**  **NON-DISCLOSURE:**





A.  During
      the Employment Period and at all times thereafter, the Executive shall not
      use
      for his personal benefit, or disclose, communicate or divulge to, or use for
      the
      direct or indirect benefit of himself, any person, firm, association, or company
      other than the Company any information regarding the business methods or
      operations, business policies, procedures, technical knowledge or data, plans,
      designs, trade secrets, or other knowledge or processes of or developed by
      the
      Company or any names, addresses or other information relating to any customer
      or
      client of the Company, or any other confidential information relating to or
      dealing with the Company's business operations or activities or intellectual
      property. The foregoing shall not apply to information publicly known or within
      the public domain, or information disclosed to the Executive by a third party
      not under any legal restriction against disclosure, or as may be required to
      be
      disclosed by legal process.





B.  The
      Executive agrees, upon termination of this Agreement, promptly to surrender
      to
      the Company all originals and copies of any technical information and data,
      memoranda, customer lists, business manuals, pricing information, software
      or
      computer systems, programs, samples, or any other documents and material
      received by the Executive from the Company and in the possession, custody or
      control of the Executive. The Executive shall not retain or deliver to any
      other
      entity or person any of the foregoing or any summary or memorandum thereof.









C.  The
      Executive acknowledges and agrees that, in light of the Company's need to
      compete effectively with other companies in the sale of products, the duration
      and scope of the restrictions contained in this paragraph are reasonable and
      necessary to protect the Company's legitimate interests and that any violation
      thereof would result in irreparable injuries to the Company. The Executive
      acknowledges that in the event of the violation of any of these restrictions,
      the Company shall be entitled to obtain preliminary and injunctive relief as
      well as damages and equitable accounting of all earnings, profits, and other
      benefits arising from such violation which rights shall be cumulative and in
      addition to any other rights to which the Company may be entitled.





**9.**  **WAIVER
      OF BREACH:** The
      waiver by either party to this Agreement of a breach of any provision of this
      Agreement by the other party shall not operate or be construed as a waiver
      of
      any subsequent breach by the other party.





**10.**  **JURISDICTION:** This
      Agreement shall be governed by and interpreted in accordance with New Jersey
      law. The parties agree that any action arising out of the employment of the
      Executive, or concerning the interpretation or enforcement of this Agreement
      shall be brought exclusively in the Superior Court, Bergen County, New
      Jersey.





**11.**  **NOTICE:** Any
      notices required or permitted to be given under this Agreement shall be
      sufficient if in writing, and if sent by: (i) certified mail, return receipt
      requested, or (ii) overnight delivery by a nationally recognized overnight
      delivery service, to the address set forth above in the case of the Executive
      or
      to its principal offices in the case of the Company.





**12.**  **MISCELLANEOUS:** This
      Agreement is a personal contract and the rights and interests of the Executive
      and the Company shall not be assigned or transferred. This Agreement reflects
      the entire understanding and agreement between the parties with respect to
      the
      subject matter contained herein. It may not be changed orally, but only by
      an
      instrument in writing, signed by the party against whom enforcement of any
      waiver, change, modification, extension or discharge is sought. This Agreement
      supersedes any prior employment agreement between the parties, if any. Headings
      and subheadings used herein are for reference purposes only and shall not affect
      construction or interpretation of this Agreement. **The
      parties hereby waive the right to trial by jury in any action or proceeding
      based on or related to the subject matter of this
      Agreement.** The
      Executive makes this waiver knowingly and voluntarily and further acknowledges
      that he has had the opportunity to consult with his own legal counsel concerning
      this Agreement and this waiver.





**13.**  **SEVERABILITY:** The
      invalidity of all or any part of any section or subsection of this Agreement
      or
      any other agreements incorporated by reference herein shall not render invalid
      the remainder of this Agreement or the remainder of such section or subsection.
      If any  provision
      of this Agreement is so broad as to be unenforceable, such provision shall
      be
      interpreted to be only so broad as is enforceable.





**IN
      WITNESS WHEREOF,** the
      parties hereto have set forth their hand and seal the day and year first above
      written.


**ATTEST:**
            **UNITED
              ENERGY CORPORATION**/s/
              Ronald Wilen
            By:
            /s/
              Brian KingRonald Wilen, Secretary
            Brian
              King**/**s/
              Ronald WilenRonald
                Wilen





****  ****


**SCHEDULE
      OF COMPENSATION**








I.  Annual
      Base Salary





$200,000
      per year. Executive’s salary will increase by 2-1/2% on each anniversary date of
      Executive’s employment during the Employment Period.





II.  Bonus





Executive
      shall be entitled to an annual bonus determined solely at the discretion of
      the
      Board of Directors.





III.  Benefits





*Corporate
      Expense Account* :
      Executive shall be entitled to be reimbursed for business expenses reasonably
      incurred in connection with Executive’s services to the Company during the
      Employment Period upon a basis consistent with published policies of the Company
      and subject to providing the Company with appropriate documentation regarding
      said expense.





*Auto* :
      The
      Company to supply and pay for, either by purchase or through lease, a motor
      vehicle of Executive’s choice having a value of not more than $40,000, for use
      by Executive during the Employment Period. If such vehicle is leased, the
      Company will continue to make all lease payments for the duration of the lease.
      The Company will reimburse Executive for the cost of all insurance payments,
      fuel costs, tolls and parking expenses incurred in connection with the business
      use of such vehicle by Executive during the Employment Period.





*Health
      Insurance* :
      All
      health insurance coverage premiums will be paid by the Company during the
      Employment Period.





*Disability
      Insurance* :
      If the
      Executive becomes disabled, the Company will continue to pay all insurance
      coverage premiums which may become payable under any policies of disability
      insurance provided for him by the Company. "Disability" shall be as defined
      in
      the applicable disability insurance policy held by the Company concerning the
      Executive, and if not defined in such policy, "disability" shall mean the
      inability of the Executive to materially perform his duties for a period of
      three (3) consecutive months or for 120 days during any six month
      consecutive period.





*Vacation
      and Sick Leave* :
      Executive shall be entitled to ten weeks of vacation per year (inclusive of
      any
      personal or sick leave days). Any vacation time not taken during a calendar
      year
      may not be carried over and used in a subsequent year. The company will pay
      executive for vacation time not used.





*Severance
      Benefit* :
      If the
      Agreement is terminated by the Executive for Good Reason or by the Company
      without Cause pursuant to Section 5C, the Executive, or his Estate, as the
      case may be, will be entitled to receive a severance payment as provided in
      Section 5C from the Company of an amount equal to the Executive’s then
      current salary payable to him under Section 4, for the lesser of
      (a) twelve (12) months from the date of such termination or
      (b) the remainder of the Employment Period, payable by the Company, at its
      option, either as a lump sum or in monthly installments over a two (2) year
      period commencing six months from the date of the termination of this
      Agreement pursuant to Section 5C.





*Stock
      Options and Warrants:* The
      Executive shall be entitled for each year of employment 50,000 stock
      options/warrants and shall be valid for five (5) years.