0000950117-06-001835 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 24th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of this ___ day of _________, 2006 by and among United Energy Corp., a corporation organized under the laws of Nevada (the “Company”), and the persons identified as Purchasers pursuant to that certain Securities Purchase Agreement of even date herewith by and among the Company and such Purchasers (the “Purchase Agreement”).

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FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 24th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”), is made as of the ___ day of _____, 2006, to amend that certain Securities Purchase Agreement, dated as of _____, 2006 (the “Purchase Agreement”) by and among United Energy Corp., a Nevada corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 24th, 2006 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the ___ day of _____________, 2006 by and among United Energy Corp., a Nevada corporation (the “Company”), and the Purchasers set forth on the signature page affixed hereto (each a “Purchaser” and collectively the “Purchasers”).

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