AGREEMENT (this “Agreement”) is entered as of January 21, 2010, among United Energy Corp., a Nevada corporation (the “Company”), Ronald Wilen (“Wilen”), and Hilltop Holding Company, L.P., a Delaware limited partnership (“Hilltop”).Agreement • January 28th, 2011 • United Energy Corp /Nv/ • Oil & gas field services, nec • New York
WHREAS, the Company previously issued to Wilen (a) its 12% Promissory Note, dated as of March 13, 2009, in the original stated principal amount of $50,000.00 (as amended, the “Wilen March Note”), (b) pursuant to the Agreement, dated as of May 13, 2009 (the “May Agreement”), among the Company, Wilen, Martin Rappaport (“Rappaport”), Jack Silver (“Silver”) and Sherleigh Associates Inc. Profit Sharing Plan, its Secured Convertible Promissory Note, dated as of May 13, 2009, in the stated principal amount of $50,000 (as amended, the “Wilen May Note”), and (c) pursuant to the Agreement, dated as of October 13, 2009 (the “October Agreement”), among the Company, Wilen, Rappaport and Silver, its Secured Convertible Promissory Note, dated as of July 29, 2009, in the stated principal amount of $50,000 (the “Wilen July Note”, and collectively, the “Wilen Notes”);
