EXHIBIT
4.1

       

      NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE, AND ARE ISSUED IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.  NOTWITHSTANDING THE FOREGOING,
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

      
      

       

      
        	$50,000	 	
                As of
      [**]

              


      

       

       

      SECURED
CONVERTIBLE PROMISSORY NOTE

       

      FOR VALUE
RECEIVED, the undersigned, UNITED ENERGY CORP., (“Debtor”) hereby promises to
pay to the order of [**] (“Holder”), at [**] (or such
other place as Holder may direct from time to time), in lawful money of the
United States of America and in immediately available funds, the principal
amount of Fifty Thousand Dollars ($50,000) and all accrued interest thereon on
January 29, 2010.  The Debtor may not prepay any portion of this Note
without the consent of the Holder.

       

      1.           Interest.  Interest
shall be computed at the per annum rate of twelve percent (12%); provided, if
any amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) at the per annum rate of
seventeen percent (17%).  All interest payable hereunder shall be
computed on the basis of actual days elapsed and a year of 360
days.

       

      2.           Conversion.

       

      (a)           Conversion
Right.  Subject to the terms hereof and restrictions and
limitations contained herein, Holder shall have the right, at its option, at any
time and from time to time, to convert, in whole or in part, the outstanding
principal amount and the accrued but unpaid interest under this Note into shares
of Common Stock of the Debtor at the conversion price of $.09 (the “Conversion
Price”) per share of Common Stock by delivering to the Debtor a conversion
notice (the “Conversion Notice”).

       

      (b)             Stock
Certificates.  The Debtor shall deliver to Holder or its
designee not later than seven (7) days after delivery of the Conversion Notice,
a certificate or certificates representing the number of shares of Common Stock
being acquired upon the conversion of this Note.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (c)           Conversion Price
Adjustments.  If the Debtor, at any time while the Notes are
outstanding (i) shall pay a stock dividend or otherwise make a distribution or
distributions on any equity securities (including instruments or securities
convertible into or exchangeable for such equity securities) in shares of Common
Stock, (ii) subdivide outstanding Common Stock into a larger number of shares,
or (iii) combine outstanding Common Stock into a smaller number of shares, then
the Conversion Price in effect immediately prior to such event shall be adjusted
to a number equal to such Conversation Price multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
before such event and the denominator of which shall be the number of shares of
Common Stock outstanding after such event.  Any adjustment made
pursuant to this section shall become effective immediately after the record
date for the determination of stockholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision or combination.  All calculations under this
Section 2(c) shall be made to the nearest cent or the nearest 1/100th of a
share, as the case may be.  Whenever any Conversion
Price is adjusted as provided herein, the Debtor shall promptly deliver to
Holder, a notice setting forth the Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment, provided
that any failure to so provide such notice shall not affect the automatic
adjustment hereunder.

       

      (d)           Reservation and Issuance of
Underlying Securities.  The Debtor covenants that it will at
all times reserve and keep available out of its authorized and unissued Common
Stock solely for the purpose of issuance upon conversion of this Note not less
than such number of shares of Common Stock as shall be issuable (taking into
account the adjustments under Section 2(c)) upon the conversion of this
Note.  The Debtor covenants that all shares of Common Stock that shall
be so issuable shall, upon issue, be duly authorized, validly issued, fully paid
and nonassessable.

       

      (e)           Charges, Taxes and
Expenses.  Issuance of certificates for shares of Common Stock
upon the conversion of this Note shall be made without charge to the holder
hereof for any issue or transfer tax or other incidental expense in respect of
the issuance of such certificate, all of which taxes and expenses shall be paid
by the Debtor, and such certificates shall be issued in the name of Holder or in
such name or names as may be directed by Holder.

       

      3.           Representations and
Warranties.

       

      1.           Organization;
Authority.  Debtor is duly organized and validly existing under
the laws of the jurisdiction of its organization and has all the requisite power
and authority to execute, deliver and perform the transactions contemplated by
this Note.  This Note constitutes the legal, valid and binding
obligations of each of the Debtor and is enforceable against it in accordance
with the terms hereof.

       

      2.           Consents;
Conflicts.  The execution and delivery of this Note by the
Debtor as contemplated hereby will not (i) require any consent authorization or
approval of or filing with any governmental entity or third party  or
(ii) result in any violation of, be in conflict with or constitute a default
under, the charter or by-laws of any of the Debtor, or any law, statute,
regulation, ordinance, judgment, decree or order, or any material contract,
agreement, instrument to which any of the Debtor is a party or by which it is
bound.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      4.           Events of
Default.  The occurrence or existence of any one or more of the
following events are referred to herein individually as an “Event of Default”, and
collectively as “Events of
Default”:

       

      (a)        the
Debtor fail to pay principal plus interest in full upon demand or when otherwise
due;

       

      (b)        any
representation, warranty or statement of fact made by the Debtor in this Note
shall when made or deemed made be false or misleading in any material
respect;

       

      (c)        any
judgment for the payment of money is rendered against a Debtor in excess of
$50,000 in any one case or in excess of $100,000 in the aggregate and shall
remain undischarged or unvacated for a period in excess of thirty (30) days or
execution shall at any time not be effectively stayed, or any judgment other
than for the payment of money, or injunction, attachment, garnishment or
execution is rendered against a Debtor;

       

      (d)        Debtor
dissolves or suspends or discontinues doing business;

       

      (e)        Debtor
makes an assignment for the benefit of creditors, makes or sends notice of a
bulk transfer or calls a meeting of its creditors or principal creditors in
connection with a moratorium or adjustment of the Indebtedness due to
them;

       

      (f)        a
case or proceeding under the bankruptcy laws of the United States of America now
or hereafter in effect or under any insolvency, reorganization, receivership,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction now or hereafter in effect (whether at law or in equity) is filed
against a Debtor or all or any part of its properties and such petition or
application is not dismissed within thirty (30) days after the date of its
filing or such Debtor shall file any answer admitting or not contesting such
petition or application or indicates its consent to, acquiescence in or approval
of, any such action or proceeding or the relief requested is granted
sooner;

       

      (g)        a
case or proceeding under the bankruptcy laws of the United States of America now
or hereafter in effect or under any insolvency, reorganization, receivership,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction now or hereafter in effect (whether at a law or equity) is filed by
a Debtor or for all or any part of its property;

       

      5.           Miscellaneous.

       

      1.           Amendments,
Etc.  No amendment, modification, termination or waiver of any
provision of this Note, and no consent to any departure by the Debtor here from,
shall in any event be effective unless the same shall be in writing and signed
by Holder, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

       

      2.           Other
Rights.  No failure to exercise, and no delay in exercising on
the part of Holder of, any right, power or privilege under this Note shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  The rights and remedies of Holder herein
provided are cumulative and not exclusive of any rights or remedies provided by
law.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      3.           Binding Effect; Successors
and Assigns.  This Note and the terms, covenants and conditions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that the Debtor shall not have
the right to assign or transfer this Note or its rights or obligations hereunder
or any interest herein without the prior written consent of Holder.

       

      4.           Governing
Law.  This Note shall be a contract made under and governed by,
and construed in accordance with, the laws of the State of New York, without
regard to conflict of laws principles.  All obligations of the Debtor
and rights of Holder expressed herein shall be in addition to and not in
limitation of those provided by applicable law.

       

      5.           Maximum Interest
Rate.  This Note is subject to the express condition that at no
time shall the Debtor be obligated or required to pay interest on the principal
balance at a rate which would subject Holder to either civil or criminal
liability as a result of being in excess of the maximum rate which the Debtor
are permitted by law to contract or agree to pay.  If by the terms of
this Note the Debtor is at any time required or obligated to pay interest on the
principal balance at a rate in excess of such maximum rate, the rate of interest
under this Note shall be deemed to be immediately reduced to such maximum rate
and interest payable hereunder shall be computed at such maximum rate and the
portion of all prior interest payments in excess of such maximum rate shall be
applied and shall be deemed to have been payments in reduction of the principal
balance.

       

      6.           Notices.  All
notices and other communications provided to any party hereto under this Note
shall be in writing (including telex or facsimile) and addressed or delivered to
such party at its address set forth herein:

       

      
        
          	 	
                  If
      to Holder:

                	
                  [**]

                  [**]

                  Telephone
      No.: [**]

                  Telecopy
      No.:   [**]

                   

                
	 	
                  If
      to the Debtor:

                	
                  United
      Energy Corp.

                  600
      Meadowlands Parkway

                  Secaucus,
      New Jersey 07094

                  Attention:  President

                


        

      

      


      or at
such other address as may be designated by such party from time to time in a
notice complying with the terms of this section.  Any notice shall be
deemed given upon receipt.

      


      7.           Severability.  Wherever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law.  Any provision of this
Note that is prohibited by, unenforceable or invalid in any jurisdiction shall,
as to such jurisdiction, be ineffective only to the extent of such prohibition,
unenforceability or invalidity, without invalidating the remainder of such
provisions of this Note or affecting the validity or enforceability of such
provision in any other jurisdiction.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      8.           Captions.  Section
captions used in this Note are for convenience of reference only and shall not
affect the construction of this Note.

       

      9.           SUBMISSION TO JURISDICTION;
WAIVER OF VENUE.  THE DEBTOR: (A) HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN MANHATTAN,
NEW YORK OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE,
AND THE DEBTOR HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR
FEDERAL COURT; AND (B) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING
AGAINST HOLDER OR THE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
PROPERTY OF HOLDER, ARISING OUT OF OR RELATING TO THIS NOTE, IN ANY COURT OTHER
THAN AS HEREINABOVE SPECIFIED IN THIS PARAGRAPH.  THE DEBTOR HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY ACTION OR PROCEEDING
(WHETHER BROUGHT BY THE DEBTOR, HOLDER, OR OTHERWISE) IN ANY COURT HEREINABOVE
SPECIFIED IN THIS PARAGRAPH AS WELL AS ANY RIGHT THEY MAY NOW OR HEREAFTER HAVE
TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED, TO ANOTHER COURT ON THE
GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE.  THE DEBTOR AGREE THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.

       

      10.           WAIVER OF JURY
TRIAL.  THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS NOTE, AND AGREE THAT ANY SUCH
ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY; THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ENTERING INTO
THIS NOTE.

       

      11.           Debtor’s
obligations under this Note are secured by the assets of the Debtor pursuant to
that certain Security Agreement, dated May 13, 209, as amended on October [__],
2009, by and among Debtor, the Holder and certain other creditors of
Debtor.

       

      [signature
page follows]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN
WITNESS WHEREOF, Debtor has caused this Note to be duly executed by a duly
authorized officer as of the date first above indicated.

       

       

      
        
          
            
              	 	
                      UNITED
      ENERGY CORP.

                       

                       

                    
	 	By:	
                               

                    
	 	 	
                      Name:

                      Title: