EXHIBIT
10.1




AGREEMENT (this “Agreement”) is
entered as of January 29, 2010, among United Energy Corp., a Nevada corporation
(the “Company”), Ronald
Wilen (“Wilen”), Hilltop
Holding Company, L.P., a Delaware limited partnership (“Hilltop”), and Martin
Rappaport (“Rappaport”, and
together with Wilen and Hilltop, the “Holders”).




WHREAS, the Company previously issued
to Wilen (a) its 12% Promissory Note, dated as of March 13, 2009, in the
original stated principal amount of $50,000.00 (as amended, the “Wilen March Note”),
(b) pursuant to the Agreement, dated as of May 13, 2009 (the “May Agreement”),
among the Company, Wilen, Rappaport, Jack Silver (“Silver”) and
Sherleigh Associates Inc. Profit Sharing Plan, its Secured Convertible
Promissory Note, dated as of May 13, 2009, in the stated principal amount of
$50,000 (as amended, the “Wilen May Note”), and
(c) pursuant to the Agreement, dated as of October 13, 2009 (the “October Agreement”),
among the Company, Wilen, Rappaport and Silver, its Secured Convertible
Promissory Note, dated as of July 29, 2009, in the stated principal amount of
$50,000 (the “Wilen
July Note”, and collectively, the “Wilen
Notes”);




WHEREAS, the Company previously issued
to Rappaport (a) its 12% Promissory Note, dated as of March 23, 2009, in the
original stated principal amount of $50,000.00 (as amended, the “RappaportMarch Note”), (b)
pursuant to the May Agreement, its Secured Convertible Promissory Note, dated as
of May 13, 2009, in the stated principal amount of $50,000 (the “RappaportMay Note”), and (c)
pursuant to the October Agreement, its Secured Convertible Promissory Note,
dated as of August 13, 2009, in the stated principal amount of $50,000 (the
“RappaportAugustNote”, and
collectively, the “Rappaport
Notes”);




WHEREAS, the Company previously issued
to Hilltop (a) pursuant to the May Agreement, its Secured Convertible Promissory
Note, dated as of May 13, 2009, in the stated principal amount of $101,016.67
(as amended, the “Hilltop May Note”),
which note was originally issued erroneously to Silver, and (b) pursuant to the
October Agreement, its Secured Convertible Promissory Note, dated as of August
27, 2009, in the stated principal amount of $50,000 (the “HilltopAugustNote”, and
collectively the “Hilltop Notes”) (the
Wilen Notes, the Rappaport Notes and the Hilltop Notes are collectively referred
to herein as the “Existing
Notes”);




WHEREAS, pursuant to the May Agreement,
(a) the Wilen March Note was amended and restated as the 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) the Rappaport March Note was amended and
restated as the Amended and Restated 12% Secured Convertible Promissory Note,
dated as of May 13, 2009, in the stated principal amount of
$50,850.00;




WHEREAS, pursuant to the Agreement to
Amend Promissory Note, dated as of July 13, 2009 (the “July Agreement”),
among the Company, Wilen, Rappaport and Silver, the Wilen March Note, the Wilen
May Note, the Rappaport March Note, the Rappaport May Note and the Hilltop May
Note were amended to extend the maturity date thereof;







WHEREAS, pursuant to the October
Agreement, the Wilen March Note, the Wilen May Note, the Rappaport March Note,
the Rappaport May Note and the Hilltop May Note were further amended to, inter alia, extend the
maturity date thereof to January 29, 2010;




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




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




1.            Extension of Maturity
Date. Each of the Existing Notes is hereby amended by Extend the maturity
date thereof from January 29, 2010 to January 31, 2011.




2.            Amendment to Prepayment
Provisions.  Each of the Existing Notes is hereby amended by
deleting the following sentence from the first paragraph thereof: “The Debtor
may not prepay any portion of this Note without the consent of the Holder”, and
insert in lieu thereof the following:




“The
Debtor shall have the right to prepay all or any portion of this Note without
the consent of the Holder; provided, (a) such
prepayment is approved by the majority of the members of the Debtor’s board of
directors who are not beneficial owners of any portion the Existing Notes (as
such term is defined in that certain agreement, dated as of January 29, 2010,
among the Company and certain of the holders of the Debtor’s promissory notes
due January 31, 2011); (b) any such prepayment is made on a pro rata basis on the
outstanding principal amount of all Existing Notes; (c) the Debtor provides at
least ten (10) business days prior written notice of such prepayment, specifying
the amount of such prepayment and the date fixed for such prepayment; and (d)
upon receipt of such prepayment notice, the Holder may convert, in lieu of such
prepayment, at any time prior to the date fixed for such prepayment, all or any
part of the principal amount and accrued and unpaid interest designated by the
Company for prepayment.




3.            Warrants.  In
consideration for the amendments to the Existing Notes, the Company shall issue
to each of the Holders, Warrants (the “Warrants”) to
purchase the number of shares of Common Stock, $0.01 par value, of the Company
set forth next to each Holder’s name on Schedule A attached
hereto.  Such Warrants shall be exercisable for a period of five (5)
years, at an initial exercise price of $.222 per share, and shall be
substantially in the form of the warrants previously issued to the Holders
pursuant to the October Agreement.




4.            Effective
Date.  This Agreement shall become effective on the date
hereof.




5.            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.


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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 constitutes the entire agreement
among the parties hereof with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof.




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]


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




UNITED
      ENERGY CORP.By:
                  /s/ Ronald WilenName:  Ronald
      WilenTitle:    President/s/ Ronald WilenRonald
      WilenHILLTOP
      HOLDING COMPANY, L.P.By:
                  /s/ Jack SilverName:
       Jack SilverTitle:   
      Managing Partner/s/ Martin RappaportMartin
      Rappaport




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SCHEDULE
A




Holder’s Name
                  
                  Number
      of
                    Warrant SharesRonald
      Wilen
                  
                  1,808,251Hilltop
      Holding Company, L.P
                  
                  1,802,954Martin
      Rappaport
                  
                  1,803,500