Exhibit
10.2

    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 Sherleigh Associates Inc. Profit Sharing Plan, with
offices located at 600 Madison Avenue, New York, New York 10021
(“Sherleigh”).

    


    WHEREAS, United heretofore issued
Series A, Series B, and Series C common stock purchase warrants to Sherleigh
(the “Sherleigh Warrants”), to purchase an aggregate of 5,682,667 shares of
common stock of United (the “Sherleigh Warrant Shares”) at an original exercise
price of $1.00 per share and three (3) shares of Series A Preferred currently
convertible into 24,000 shares of common stock (the “Preferred
Stock”);

    


    WHEREAS, pursuant to Section 9 of the
Sherleigh 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 Sherleigh Warrants, the exercise price of the
Sherleigh Warrants shall be reduced to such lower price and the number of
Sherleigh Warrant Shares shall be increased based upon a formula set forth in
such section;

    


    WHEREAS, pursuant to Section 2(f) of
the Certificate of Designation regarding the Preferred Stock, in the event that
United shall issue or sell shares of common stock at a price less than the
current exercise price of the Preferred Stock, the conversion price of the
Preferred Stock shall be reduced to such lower price;

    


    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”), (b) 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; and

    


    WHEREAS, Sherleigh has agreed to waive
the provision of Section 9 of the Sherleigh Warrants soley with respect to the
increase of the number of Sherleigh Warrant Shares, based on the formula as set
forth in such Section that 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 Sherleigh Warrants and the Preferred
Stock, upon issuance of the New Warrants or the Note or the reduction of the
exercise price of the Wilen Option, the exercise price of the Sherleigh Warrants
and the conversion price of the Preferred Stock shall be reduced from $1.00 to
$.12 per share.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.           Limited
Waiver.         Sherleigh
hereby waives any increase in the number of Sherleigh Warrant Shares that would
otherwise apply as a result of the issuance of the New Warrants or the Note 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]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, United Energy
Corporation and Sherleigh Associates Inc. Profit Sharing Plan 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

              


      

    

    
      
        	 
      
	
                Sherleigh
      Associates Inc. Profit Sharing

              
	
                Plan

              
	 
      
	 
      
	
                By:

              	
                /s/ Jack
Silver

              


      

    

    
      
        	
                Name:

              	
                Jack
      Silver

              
	
                Title:

              	
                Trustee