Code of EthicsFor the Principal Executive OfficerAnd Senior Financial Officersof

UNITED ENERGY CORP.

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United Energy
Corp. (the Company) is committed to conducting its business in compliance
with all the applicable laws and regulations of the countries in which it
operates and in accordance with high standards of business conduct. The Company
strives to maintain the highest standard of accuracy, completeness and
disclosure in its financial dealings, records and reports. These standards
serve as the basis for managing the Companys business, for meeting the
Companys duties to its shareholders and for maintaining compliance with
financial reporting requirements. All of the Companys senior financial
officers must agree to comply with the following principles, and the Chief
Executive Officer, in his or her capacity as the Companys principal executive
officer, to whom all senior financial officers ultimately report, will promote
and support this Code of Ethics, and, to the extent consistent with his or her
duties and responsibilities, comply with the following principles. The
Companys principal executive officer and senior financial officers must
execute the following certification.

The
principal executive officer and each senior financial officer of the Company
will adhere to and advocate the following principals and responsibilities
governing his or her professional and ethical conduct, each to the best of his
or her knowledge and ability:

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|1. | Act with
  honesty and integrity and in an ethical manner, avoiding actual or apparent
  conflicts of interest in personal and professional relationships.                                                                                                                                                                                                                                                 
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|2. | Promptly
  disclose to the Company, through the Chief Financial Officer or Audit
  Committee (or other board committee performing equivalent functions or, in
  the absence of any such committee, the entire board of directors), any
  material transaction or relationship that reasonably could be expected to
  give rise to a conflict of interest between personal and professional
  relationships.
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Provide constituents
  with information that is accurate, complete, objective, relevant, timely and
  understandable.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | Comply with
  rules and regulations of federal, state, provincial and local governments and
  other appropriate and private and public regulatory agencies.                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | Act in good
  faith, responsibility, with due care, competence and diligence, without
  misrepresenting material facts or allowing my independent judgment to be
  subordinated.                                                                                                                                                                                                                           
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|6. | Use good
  business judgment in the processing and recording of all financial
  transactions.                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | Respect the
  confidentiality of information acquired in the course of the Companys
  business, except when authorized or otherwise legally obligated to disclose
  such information, and not use confidential information acquired in the course
  of work for personal advantage.                                                                                                                       

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|8.  | Share
  knowledge and maintain skills important and relevant to his or her
  constituents needs.                                                                                                                                                                                                                       
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|9.  | Promote
  ethical behavior among constituents in the work environment.                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                         
|10. | Achieve
  responsible use of and control over all assets and resources employed or
  entrusted to him or her.                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                         
|11. | Comply with
  generally accepted accounting standards and practices, rules, regulations and
  controls.                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                         
|12. | Ensure that
  accounting entries are promptly and accurately recorded and properly
  documented and that no accounting entry intentionally distorts or disguises
  the true nature of any business transaction.                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                         
|13. | Maintain
  books and records that fairly and accurately reflect the Companys business
  transactions.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                         
|14. | Sign only
  those documents that he or she believes to accurate and truthful.                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                         
|15. | Devise,
  implement and maintain sufficient internal controls to assure that financial
  record keeping objectives are met.                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                         
|16. | Prohibit the
  establishment of any undisclosed or unrecorded funds or assets for any
  purpose and provide for the proper and prompt recording of all disbursements
  of funds and all receipts.                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                         
|17. | Not
  knowingly be a party to any illegal activity or engage in acts that are
  discreditable to his or her profession or the Company.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                         
|18. | Respect and
  contribute to the legitimate and ethical objects of the Company.                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                         
|19. | Engage in
  only those services for which he or she has the necessary knowledge, skill
  and expertise.                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                         
|20. | Not make, or
  tolerate to be made, false or artificial statements or entries for any
  purpose in the books and records of the Company or in any internal or
  external correspondence, memoranda, or communication of any type, including
  telephone or wire communications.                                         
|    |                                                                                                                                                                                                                                                                                                                         
|21. | Report to
  the Company, through the Chief Financial Officer or Audit Committee (or other
  board committee performing equivalent functions or, in the absence of any
  such committee, the entire board of directors) any situation where the Code
  of Ethics, the Companys standards or the laws are being violated.

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| | Those
  required to comply with this Code of Ethics understand that failure to comply
  with this Code of Ethics will not be tolerated by the Company and that
  deviations therefrom or violations thereof will result in serious
  consequences, which may include, but may not be limited to, serious
  reprimand, dismissal or other legal actions.

I
acknowledge that it is my responsibility to report to the Company any situation
where the Companys standards or the laws are being violated. I further
acknowledge that failure to comply with this Code of Ethics will not be
tolerated by the Company and that deviation therefrom or violations thereof
will result in serious reprimand by the Company, including but not limited to
immediate dismissal.

| |       
| | ------
| |       
| | Name: 
| | Title:
| | Date: 

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