Common Contracts

UNITED ENERGY CORP. FEBRUARY 2006 SERIES C PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE

Warrant Agreement • March 9th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York

• Contract Type
  Warrant Agreement
• Filed
  March 9th, 2006
• Company
  United Energy Corp /Nv/
• Industry
  Oil & gas field services, nec
• Jurisdiction
  New York

This is to certify that, FOR VALUE RECEIVED, Sherleigh Associates Inc. Profit Sharing Plan(“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from United Energy Corp., a corporation organized under the laws of Nevada (“Company”), at any time and from time to time commencing from the Issuance Date (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Issuance Date (“Expiration Date”), a total of FIVE MILLION FOUR THOUSAND (5,004,000) shares (“Warrant Shares”) of Common Stock, $0.01 par value (“Common Stock”) of the Company, at an initial exercise price per share of One Dollar ($1.00). The exercise price in effect from time to time is hereafter called the “Warrant Price”. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

UNITED ENERGY CORP. MARCH 2005 SERIES B PURCHASE WARRANT WARRANT (“WARRANT”) TO PURCHASE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE

Warrant Agreement • March 23rd, 2005 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York

• Contract Type
  Warrant Agreement
• Filed
  March 23rd, 2005
• Company
  United Energy Corp /Nv/
• Industry
  Oil & gas field services, nec
• Jurisdiction
  New York

This is to certify that, FOR VALUE RECEIVED, [_____________________] (“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from United Energy Corp., a corporation organized under the laws of Nevada (“Company”), at any time and from time to time commencing from the Issuance Date (“Exercise Date”), but not later than 5:00 P.M., Eastern time, on the fifth (5th) anniversary of the Issuance Date (“Expiration Date”), a total of [__________________] shares (“Warrant Shares”) of Common Stock, $0.01 par value (“Common Stock”) of the Company, at an initial exercise price per share of [One Dollar and Fifty Cents ($1.50)] [subject to adjustment as provided in Section 4.2(a)(ii) of the Securities Purchase Agreement]. The exercise price in effect from time to time is hereafter called the “Warrant Price”. The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.