Exhibit
10.1

    Anti-Dilution
Waiver

    


    AGREEMENT made as of this 13th day of
February 2009 by and between United Energy Corporation, a New Jersey corporation
having its principal place of business at 600 Meadowlands Parkway, Secaucus, New
Jersey 07094 (“United”) and Joseph Grano, with offices located at 1185 Avenue of
the Americas, Suite 1750, New York, New York 10036 (“Grano”).

    


    WHEREAS, United heretofore issued
Series A common stock purchase warrants to Grano (the “Grano Warrants”), to
purchase an aggregate of 333,333 shares of common stock (the “Grano Warrant
Shares”) of United at an original exercise price of $1.00 per
share;

    


    WHEREAS, pursuant to Section 9 of the
Grano Warrants, in the event that United shall issue shares of common stock or
other securities convertible into common stock at a price less than the current
exercise price of the Grano Warrants, the exercise price of the Grano Warrants
shall be reduced to such lower price and the number of Grano Warrant Shares
shall be increased based upon a formula set forth in such section;

    


    WHEREAS, the Company (a) has authorized
the issuance of warrants to directors of the Company exercisable at $.12 per
share of common stock and to a former employee of the Company exercisable at a
price of $.30 per share of common stock (the “New Warrants”), has authorized the
issuance of a convertible note to its counsel for legal fees past due in the
approximate amount of $35,000 (the “Note”) which note is convertible into common
stock at a price of $.12 per share, and (c) has agreed to reduce the exercise
price of certain options (the “Wilen Options”) issued to its President to $.12
per share;

    


    WHEREAS, Grano has agreed to limit the
application of Section 9 of the Grano Warrants which would otherwise apply as a
result of the issuance of the New Warrants and the Note, and as a result of the
reduction of the exercise price of the Wilen Option.

    


    NOW, THEREFORE, in consideration of the
mutual covenants herein, it is agreed as follows:

    


    1.           Reduced Exercise
Price.         Notwithstanding
anything to the contrary contained in the Grano Warrants, upon issuance of the
New Warrants and the Note, the exercise price of the Grano Warrants shall be
reduced from $1.00 to $.12 per share and the number of Grano Warrant Shares
shall be increased from 333,333 to 2,033,333;

    


    2.           Limited
Waiver.       Grano hereby waives any
further or additional increase in the number of Grano Warrant Shares, which
would otherwise occur under Section 9, as a result of the issuance of the Note
or New Warrants or as a result of the reduction of the exercise price of the
Wilen Options.

    


    3.           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 Company and the Purchasers.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    4.           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.

     

    5.           Entire
Agreement.  This Agreement, including the exhibits and
schedules hereto, constitutes the entire agreement among the parties hereof with
respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, both oral and written, between the parties with
respect to the subject matter hereof and thereof.

     

    6.           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.

     

    7.           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.

     

    8.           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.

    


    9.           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 first page of this Agreement, provided that all notices to the Company shall
be directed to the Secretary of the Company, or to such other address as either
party may have furnished to the other 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, United Energy
Corporation and Joseph Grano have caused this Agreement to be duly executed as
of the date first written above.

    


    
      
        	
                United
      Energy Corporation

              
	 
      
	 
      
	
                By:

              	
                /s/ Ronald
Wilen

              


      

    

    
      
        	
                Name:

              	
                Ronald
      Wilen

              
	
                Title:

              	
                Chief
      Executive Officer

              


      

    

    
      
        	 
      
	 
      
	
                /s/ Joseph Grano

              
	
                Joseph
      Grano

              


      

    


    
      
         


      

      
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