THIS
      WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
      SET
      FORTH HEREIN OR IN THE CREDIT AGREEMENT DATED AS OF MAY 4, 2005, NEITHER THIS
      WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE
      ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID
      ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR
      OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
      REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S
      UNDER SUCH ACT.

    


    STOCK
      PURCHASE WARRANT

    


    Issued
      December 31, 2005

    


    THIS
      CERTIFIES THAT, for value received, Prospect Energy Corporation or its
      registered assigns, is entitled to purchase from Miller Petroleum, Inc., a
      Tennessee corporation (the "Company"), at any time or from time to time during
      the period specified in Section 2 hereof, thirty thousand three hundred
      sixty-one (30,361) fully paid and nonassessable shares of the Company's Common
      Stock, $0.0001 par value per share (the "Common Stock"), at an exercise price
      per share equal to one dollar and fifteen cents ($1.15) (the "Exercise Price").
      The term "Warrant Shares," as used herein, refers to the shares of Common Stock
      purchasable hereunder. The Warrant Shares and the Exercise Price are subject
      to
      adjustment as provided in the next paragraph of this Warrant and in Section
      4
      hereof. The term "Warrants" means this Warrant and the other warrants issued
      pursuant to that certain Credit Agreement, dated May 4, 2005 by and among the
      Company and the Lenders listed on the execution page thereof (the "Credit
      Agreement").

     

    This
      Warrant is subject to the following terms, provisions, and
      conditions:

    


    1.
      Manner
      of Exercise

    


    (a)
      Procedure. Subject to the provisions hereof, this Warrant may be exercised
      by
      the holder hereof, in whole or in part, by the surrender of this Warrant,
      together with a completed exercise agreement in the form attached hereto (the
      "Exercise Agreement"), to the Company during normal business hours on any
      business day at the Company's principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the holder hereof),
      and upon (i) payment to the Company in cash, by certified or official bank
      check
      or by wire transfer for the account of the Company of the Exercise Price for
      the
      Warrant Shares specified in the Exercise Agreement or (ii) if the resale of
      the
      Warrant Shares by the holder is not then registered pursuant to an effective
      registration statement under the Securities Act of 1933, as amended (the
      "Securities Act"), delivery to the Company of a written notice of an election
      to
      effect a Cashless Exercise (as defined in Section 1(c) below) for the Warrant
      Shares specified in the Exercise Agreement. The Warrant Shares so purchased
      shall be deemed to be issued to the holder hereof or such holder's designee,
      as
      the record owner of such shares, as of the close of business on the date on
      which the completed Exercise Agreement shall have been delivered and payment
      shall have been made for such shares as set forth above. Certificates for the
      Warrant Shares so purchased, representing the aggregate number of shares
      specified in the Exercise Agreement, shall be delivered to the holder hereof
      (with an appropriate restrictive legend until properly sold under the
      Registration Statement, and without restrictive legend thereon when such
      exercise occurs while such Warrant Shares so purchased may be resold by the
      holder pursuant to Rule 144(k) or any similar successor rule) within a
      reasonable time, not exceeding three (3) business days, after this Warrant
      shall
      have been so exercised. The certificates so delivered shall be in such
      denominations as may be requested by the holder hereof and shall be registered
      in the name of such holder or such other name as shall be designated by such
      holder, and shall be subject to all other applicable securities laws. If this
      Warrant shall have been exercised only in part, then, at the option of the
      holder (i) the holder may surrender this Warrant to the Company and, unless
      this
      Warrant has expired, the Company shall, at its expense, at the time of delivery
      of such Warrant, deliver to the holder a new Warrant representing the number
      of
      shares with respect to which this Warrant shall not then have been exercised,
      or
      (ii) the holder may retain this certificate and the Warrant Shares purchasable
      under this Warrant shall be reduced by such number of Warrant Shares so
      exercised by the holder and properly delivered by the Company
      hereunder.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
      Cashless Exercise. Notwithstanding anything to the contrary contained in this
      Warrant, if the resale of the Warrant Shares by the holder is not then
      registered pursuant to an effective registration statement under the Securities
      Act, this Warrant may be exercised by presentation and surrender of this Warrant
      to the Company at its principal executive offices with a written notice of
      the
      holder's intention to effect a cashless exercise, including a calculation of
      the
      number of shares of Common Stock to be issued upon such exercise in accordance
      with the terms hereof (a "Cashless Exercise"). In the event of a Cashless
      Exercise, in lieu of paying the Exercise Price in cash, the holder shall
      surrender this Warrant for that number of shares of Common Stock determined
      by
      multiplying the number of Warrant Shares to which it would otherwise be entitled
      by a fraction, the numerator of which shall be the difference between (i) the
      average Market Price per share of the Common Stock for the five (5) Trading
      Days
      immediately prior to the date the completed Exercise Agreement shall have been
      delivered to the Company (the "Cashless Exercise Market Price") and (ii) the
      Exercise Price, and the denominator of which shall be the Cashless Exercise
      Market Price.

    


    2.
      Period
      of Exercise.

    


    This
      Warrant is exercisable at any time or from time to time on or after December
      31,
      2005, and before 6:00 p.m., Dallas, Texas time on ----December 31, 2010 (the
      “Exercise Period").

    


    3.
      Certain Agreements of the Company.

    


    The
      Company hereby covenants and agrees as follows:

    


    (a)
      Shares to be Fully Paid. All Warrant Shares will, upon issuance in accordance
      with the terms of this Warrant, be validly issued, fully paid, and nonassessable
      and free from all taxes, liens, and charges with respect to the issue
      thereof.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (b)
      Reservation of Shares. During the Exercise Period, the Company shall at all
      times have authorized, and reserved for the purpose of issuance upon exercise
      of
      this Warrant, a sufficient number of shares of Common Stock to provide for
      the
      exercise of this Warrant.

    


    (c)
      Listing. The Company shall promptly secure the listing of the shares of Common
      Stock issuable upon exercise of the Warrant upon each national securities
      exchange or automated quotation system, if any, upon which shares of Common
      Stock are then listed, or, if not so listed, on the NASD Over-the-Counter
      Bulletin Board, (subject to official notice of issuance upon exercise of this
      Warrant) and shall maintain, so long as any other shares of Common Stock shall
      be so listed, such listing of all shares of Common Stock from time to time
      issuable upon the exercise of this Warrant; and the Company shall so list on
      each national securities exchange or automated quotation system, as the case
      may
      be, and shall maintain such listing of, any other shares of capital stock of
      the
      Company issuable upon the exercise of this Warrant if and so long as any shares
      of the same class shall be listed on such national securities exchange or
      automated quotation system.

    


    (d)
      Certain Actions Prohibited. The Company will not, by amendment of its charter
      or
      through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities, or any other voluntary action, avoid
      or seek to avoid the observance or performance of any of the terms to be
      observed or performed by it hereunder, but will at all times in good faith
      assist in the carrying out of all the provisions of this Warrant and in the
      taking of all such action as may reasonably be requested by the holder of this
      Warrant in order to protect the exercise privilege of the holder of this Warrant
      against dilution or other impairment, consistent with the tenor and purpose
      of
      this Warrant. Without limiting the generality of the foregoing, the Company
      (i)
      will not increase the par value of any shares of Common Stock receivable upon
      the exercise of this Warrant above the Exercise Price then in effect, and (ii)
      will take all such actions as may be necessary or appropriate in order that
      the
      Company may validly and legally issue fully paid and nonassessable shares of
      Common Stock upon the exercise of this Warrant.

    


    (e)
      Successors and Assigns. This Warrant will be binding upon any entity succeeding
      to the Company by merger, consolidation, or acquisition of all or substantially
      all the Company's assets.

    


    (f)
      Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical
      certificates representing the Common Stock issuable upon exercise, provided
      the
      Company's transfer agent is participating in the Depository Trust Company
      ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of
      the
      holder and its compliance with the provisions contained in Section 1, the
      Company shall use its best efforts to cause its transfer agent to electronically
      transmit the Common Stock issuable upon exercise to the holder by crediting
      the
      account of holder's broker with DTC through its Deposit Withdrawal Agent
      Commission ("DWAC") system.

    


    4.
      Antidilution Provisions. During the Exercise Period, the Exercise Price and
      the
      number of Warrant Shares shall be subject to adjustment from time to time as
      provided in this Section 4. In the event that any adjustment of the Exercise
      Price as required herein results in a fraction of a cent, such Exercise Price
      shall be rounded up to the nearest cent.

    


    (a)
      Adjustment of Exercise Price upon Issuance of Common Stock. Except as otherwise
      provided in Sections 4(c) and 4(e) hereof, if and whenever on or after the
      date
      of issuance of this Warrant, the Company issues or sells, or in accordance
      with
      Section 4(b) hereof is deemed to have issued or sold, any shares of Common
      Stock
      for no consideration or for a consideration per share (before deduction of
      reasonable expenses or commissions or underwriting discounts or allowances
      in
      connection therewith) less than the Exercise Price on the date of issuance
      (a
      "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise
      Price will be reduced to the amount of the consideration per share received
      by
      the Company in such Dilutive Issuance; provided that only one adjustment will
      be
      made for each Dilutive Issuance. No adjustment to the Exercise Price shall
      have
      the effect of increasing the Exercise Price above the Exercise Price in effect
      immediately prior to such adjustment.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (b)
      Effect on Exercise Price of Certain Events. For purposes of determining the
      adjusted Exercise Price under Section 4(a) hereof, the following will be
      applicable:

    


    (i)
      Issuance of Rights or Options. If the Company in any manner issues or grants
      any
      warrants, rights or options, whether or not immediately exercisable, to
      subscribe for or to purchase Common Stock or other securities convertible into
      or exchangeable for Common Stock ("Convertible Securities") such warrants,
      rights and options to purchase Common Stock or Convertible Securities are
      hereinafter referred to as "Options") and the price per share for which Common
      Stock is issuable upon the exercise of such Options is less than the Exercise
      Price on the date of issuance or grant of such Options, then the maximum total
      number of shares of Common Stock issuable upon the exercise of all such Options
      will, as of the date of the issuance or grant of such Options, be deemed to
      be
      outstanding and to have been issued and sold by the Company for such price
      per
      share. For purposes of the preceding sentence, the "price per share for which
      Common Stock is issuable upon the exercise of such Options" is determined by
      dividing (i) the total amount, if any, received or receivable by the Company
      as
      consideration for the issuance or granting of all such Options, plus the minimum
      aggregate amount of additional consideration, if any, payable to the Company
      upon the exercise of all such Options, plus, in the case of Convertible
      Securities issuable upon the exercise of such Options, the minimum aggregate
      amount of additional consideration payable upon the conversion or exchange
      thereof at the time such Convertible Securities first become convertible or
      exchangeable, by (ii) the maximum total number of shares of Common Stock
      issuable upon the exercise of all such Options (assuming full conversion of
      Convertible Securities, if applicable). No further adjustment to the Exercise
      Price will be made upon the actual issuance of such Common Stock upon the
      exercise of such Options or upon the conversion or exchange of Convertible
      Securities issuable upon exercise of such Options.

     

    (ii)
      Issuance of Convertible Securities. If the Company in any manner issues or
      sells
      any Convertible Securities, whether or not immediately convertible (other than
      where the same are issuable upon the exercise of Options) and the price per
      share for which Common Stock is issuable upon such conversion or exchange is
      less than the Exercise Price on the date of issuance, then the maximum total
      number of shares of Common Stock issuable upon the conversion or exchange of
      all
      such Convertible Securities will, as of the date of the issuance of such
      Convertible Securities, be deemed to be outstanding and to have been issued
      and
      sold by the Company for such price per share. For the purposes of the preceding
      sentence, the "price per share for which Common Stock is issuable upon such
      conversion or exchange" is determined by dividing (i) the total amount, if
      any,
      received or receivable by the Company as consideration for the issuance or
      sale
      of all such Convertible Securities, plus the minimum aggregate amount of
      additional consideration, if any, payable to the Company upon the conversion
      or
      exchange thereof at the time such Convertible Securities first become
      convertible or exchangeable, by 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (ii)
      the
      maximum total number of shares of Common Stock issuable upon the conversion
      or
      exchange of all such Convertible Securities. No further adjustment to the
      Exercise Price will be made upon the actual issuance of such Common Stock upon
      conversion or exchange of such Convertible Securities.

    


    (iii)
      Change in Option Price or Conversion Rate. If there is a change at any time
      in
      (i) the amount of additional consideration payable to the Company upon the
      exercise of any Options; (ii) the amount of additional consideration, if any,
      payable to the Company upon the conversion or exchange of any Convertible
      Securities; or (iii) the rate at which any Convertible Securities are
      convertible into or exchangeable for Common Stock (other than under or by reason
      of provisions designed to protect against dilution), the Exercise Price in
      effect at the time of such change will be readjusted to the Exercise Price
      which
      would have been in effect at such time had such Options or Convertible
      Securities still outstanding provided for such changed additional consideration
      or changed conversion rate, as the case may be, at the time initially granted,
      issued or sold.

    


    (iv)
      Treatment of Expired Options and Unexercised Convertible Securities. If, in
      any
      case, the total number of shares of Common Stock issuable upon exercise of
      any
      Option or upon conversion or exchange of any Convertible Securities is not,
      in
      fact, issued and the rights to exercise such Option or to convert or exchange
      such Convertible Securities shall have expired or terminated, the Exercise
      Price
      then in effect will be readjusted to the Exercise Price which would have been
      in
      effect at the time of such expiration or termination had such Option or
      Convertible Securities, to the extent outstanding immediately prior to such
      expiration or termination (other than in respect of the actual number of shares
      of Common Stock issued upon exercise or conversion thereof), never been
      issued.

     

    (v)
      Calculation of Consideration Received. If any Common Stock, Options or
      Convertible Securities are issued, granted or sold for cash, the consideration
      received therefor for purposes of this Warrant will be the amount received
      by
      the Company therefor, before deduction of reasonable commissions, underwriting
      discounts or allowances or other reasonable expenses paid or incurred by the
      Company in connection with such issuance, grant or sale. In case any Common
      Stock, Options or Convertible Securities are issued or sold for a consideration
      part or all of which shall be other than cash, the amount of the consideration
      other than cash received by the Company will be the fair value of such
      consideration, except where such consideration consists of securities, in which
      case the amount of consideration received by the Company will be the average
      Market Price thereof for the five (5) Trading Days immediately prior to the
      date
      of receipt. In case any Common Stock, Options or Convertible Securities are
      issued in connection with any acquisition, merger or consolidation in which
      the
      Company is the surviving corporation, the amount of consideration therefor
      will
      be deemed to be the fair value of such portion of the net assets and business
      of
      the non-surviving corporation as is attributable to such Common Stock, Options
      or Convertible Securities, as the case may be. The fair value of any
      consideration other than cash or securities will be determined in good faith
      by
      the Board of Directors of the Company.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (vi)
      Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price
      will be made (i) upon the exercise of any warrants, options or convertible
      securities granted, issued and outstanding on the date of issuance of this
      Warrant or (ii) upon the exercise of the Warrants.

    


    (c)
      Subdivision of or Combination of Common Stock. If the Company at any time
      subdivides (by any stock split, stock dividend, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a greater number of shares, then, after the date
      of
      record for effecting such subdivision, the Exercise Price in effect immediately
      prior to such subdivision will be proportionately reduced. If the Company at
      any
      time combines (by any reverse stock split, recapitalization, reorganization,
      reclassification or otherwise) the shares of Common Stock acquirable hereunder
      into a smaller number of shares, then, after the date of record for effecting
      such combination, the Exercise Price in effect immediately prior to such
      subdivision will be proportionately increased.

    


    (d)
      Adjustment of Number of Shares. Upon each adjustment of the Exercise Price
      pursuant to the provisions of this Section 4, the number of shares of Common
      Stock issuable upon exercise of this Warrant shall be adjusted by multiplying
      a
      number equal to the Exercise Price in effect immediately prior to such
      adjustment by the number of shares of Common Stock issuable upon exercise of
      this Warrant immediately prior to such adjustment and dividing the product
      so
      obtained by the adjusted Exercise Price.

    


    (e)
      Consolidation, Merger or Sale. In case of any consolidation of the Company
      with,
      or merger of the Company into any other corporation, or in case of any sale
      or
      conveyance of all or substantially all of the assets of the Company other than
      in connection with a plan of complete liquidation of the Company, then as a
      condition of such consolidation, merger or sale or conveyance, adequate
      provision will be made whereby the holder of this Warrant will have the right
      to
      acquire and receive upon exercise of this Warrant in lieu of the shares of
      Common Stock immediately theretofore acquirable upon the exercise of this
      Warrant, such shares of stock, securities or assets as may be issued or payable
      with respect to or in exchange for the number of shares of Common Stock
      immediately theretofore acquirable and receivable upon exercise of this Warrant
      had such consolidation, merger or sale or conveyance not taken place. In any
      such case, the Company will make appropriate provision to insure that the
      provisions of this Section 4 hereof will thereafter be applicable as nearly
      as
      may be in relation to any shares of stock or securities thereafter deliverable
      upon the exercise of this Warrant. The Company will not effect any
      consolidation, merger or sale or conveyance unless prior to the consummation
      thereof, the successor corporation (if other than the Company) assumes by
      written instrument the obligations under this Section 4 and the obligations
      to
      deliver to the holder of this Warrant such shares of stock, securities or assets
      as, in accordance with the foregoing provisions, the holder may be entitled
      to
      acquire.

    


    (f)
      Distribution of Assets. In case the Company shall declare or make any
      distribution of its assets (including cash) to holders of Common Stock as a
      partial liquidating dividend, by way of return of capital or otherwise, then,
      after the date of record for determining shareholders entitled to such
      distribution, but prior to the date of distribution, the holder of this Warrant
      shall be entitled upon exercise of this Warrant for the purchase of any or
      all
      of the shares of Common Stock subject hereto, to receive the amount of such
      assets which would have been payable to the holder had such holder been the
      holder of such shares of Common Stock on the record date for the determination
      of shareholders entitled to such distribution.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (g)
      Notice of Adjustment. Upon the occurrence of any event which requires any
      adjustment of the Exercise Price, then, and in each such case, the Company
      shall
      give notice thereof to the holder of this Warrant, which notice shall state
      the
      Exercise Price resulting from such adjustment and the increase or decrease
      in
      the number of Warrant Shares purchasable at such price upon exercise, setting
      forth in reasonable detail the method of calculation and the facts upon which
      such calculation is based. Such calculation shall be certified by the Chief
      Financial Officer of the Company.

    


    (h)
      Minimum Adjustment of Exercise Price. No adjustment of the Exercise Price shall
      be made in an amount of less than 1% of the Exercise Price in effect at the
      time
      such adjustment is otherwise required to be made, but any such lesser adjustment
      shall be carried forward and shall be made at the time and together with the
      next subsequent adjustment which, together with any adjustments so carried
      forward, shall amount to not less than 1% of such Exercise Price.

    


    (i)
      No
      Fractional Shares. No fractional shares of Common Stock are to be issued upon
      the exercise of this Warrant, but the Company shall pay a cash adjustment in
      respect of any fractional share which would otherwise be issuable in an amount
      equal to the same fraction of the average Market Price per share of Common
      Stock
      for the five (5) Trading Days immediately prior to the date of such
      exercise.

    


    (j)
      Other
      Notices. In case at any time:

    


    (i)
      the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution(including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;

    


    (ii)
      the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;

     

    (iii)
      there shall be any capital reorganization of the Company, or reclassification
      of
      the Common Stock, or consolidation or merger of the Company with or into, or
      sale of all or substantially all its assets to, another corporation or entity;
      or

    


    (iv)
      there shall be a voluntary or involuntary dissolution, liquidation or winding
      up
      of the Company; then, in each such case, the Company shall give to the holder
      of
      this Warrant (a) notice of the date on which the books of the Company shall
      close or a record shall be taken for determining the holders of Common Stock
      entitled to receive any such dividend, distribution, or subscription rights
      or
      for determining the holders of Common Stock entitled to vote in respect of
      any
      such reorganization, reclassification, consolidation, merger, sale, dissolution,
      liquidation or winding-up and (b) in the case of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up, notice of the date (or, if not then known, a reasonable
      approximation thereof by the Company) when the same shall take place. Such
      notice shall also specify the date on which the holders of Common Stock shall
      be
      entitled to receive such dividend, distribution, or subscription rights or
      to
      exchange their Common Stock for stock or other securities or property
      deliverable upon such reorganization, reclassification, consolidation, merger,
      sale, dissolution, liquidation, or winding-up, as the case may be. Such notice
      shall be given at least 30 days prior to the record date or the date on which
      the Company's books are closed in respect thereto. Failure to give any such
      notice or any defect therein shall not affect the validity of the proceedings
      referred to in clauses (i), (ii), (iii) and (iv) above.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (k)
      Certain Events. If any event occurs of the type contemplated by the adjustment
      provisions of this Section 4 but not expressly provided for by such provisions,
      the Company will give notice of such event as provided in Section 4(g) hereof,
      and the Company's Board of Directors will make an appropriate adjustment in
      the
      Exercise Price and the number of shares of Common Stock acquirable upon exercise
      of this Warrant so that the rights of the holder shall be neither enhanced
      nor
      diminished by such event.

    


    (l)
      Certain Definitions.

    


    (i)
      "Market Price" means, as of any date, (i) the average of the high and low
      trading price on such date for the shares of Common Stock on the OTCBB as
      reported by Bloomberg, or (ii) if the OTCBB is not the principal trading market
      for the shares of Common Stock, the closing bid price on the principal trading
      market for the Common Stock as reported by Bloomberg, or

    


    (iii)
      if
      market value cannot be calculated as of such date on any of the foregoing bases,
      the Market Price shall be the fair market value as reasonably determined in
      good
      faith by (a) the Board of Directors of the Company or, at the option of a
      majority-in-interest of the holders of the outstanding Warrants by (b) an
      independent investment bank of nationally recognized standing in the valuation
      of businesses similar to the business of the corporation. The manner of
      determining the Market Price of the Common Stock set forth in the foregoing
      definition shall apply with respect to any other security in respect of which
      a
      determination as to market value or market price must be made
      hereunder.

    


    (ii)
      "Common Stock," for purposes of this Section 4, includes the Common Stock,
      par
      value $0.0001 per share, and any additional class of stock of the Company having
      no preference as to dividends or distributions on liquidation, provided that
      the
      shares purchasable pursuant to this Warrant shall include only shares of Common
      Stock, par value $0.0001 per share, in respect of which this Warrant is
      exercisable, or shares resulting from any subdivision or combination of such
      Common Stock, or in the case of any reorganization, reclassification,
      consolidation, merger, or sale of the character referred to in Section 4(e)
      hereof, the stock or other securities or property provided for in such
      Section.

    


    (iii)
      "Trading Day" shall mean any day on which the Common Stock is traded for any
      period on the OTCBB, or on the principal securities exchange or other securities
      market on which the Common Stock is then being traded. The foregoing definition
      of "Trading Day" shall apply with respect to any other security to which a
      Trading Day is referred.

    


    5.
      Issue
      Tax.

    


    The
      issuance of certificates for Warrant Shares upon the exercise of this Warrant
      shall be made without charge to the holder of this Warrant or such shares for
      any issuance tax or other costs in respect thereof, provided that the Company
      shall not be required to pay any tax which may be payable in respect of any
      transfer involved in the issuance and delivery of any certificate in a name
      other than the holder of this Warrant.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    6.
      No
      Rights or Liabilities as a Stockholder.

    


    This
      Warrant shall not entitle the holder hereof to any voting rights or other rights
      as a stockholder of the Company. No provision of this Warrant, in the absence
      of
      affirmative action by the holder hereof to purchase Warrant Shares, and no
      mere
      enumeration herein of the rights or privileges of the holder hereof, shall
      give
      rise to any liability of such holder for the Exercise Price or as a stockholder
      of the Company, whether such liability is asserted by the Company or by
      creditors of the Company.

    


    7.
      Transfer, Exchange, and Replacement of Warrant.

    


    (a)
      Restriction on Transfer. This Warrant and the rights granted to the holder
      hereof are transferable, in whole or in part, upon surrender of this Warrant,
      together with a properly executed assignment in the form attached hereto, at
      the
      office or agency of the Company referred to in Section 7(e) below, provided,
      however, that any transfer or assignment shall be subject to the conditions
      set
      forth in Section 7(f) hereof and to the applicable provisions of the Credit
      Agreement. Until due presentment for registration of transfer on the books
      of
      the Company, the Company may treat the registered holder hereof as the owner
      and
      holder hereof for all purposes, and the Company shall not be affected by any
      notice to the contrary. Notwithstanding anything to the contrary contained
      herein, the registration rights described in Section 8 are assignable only
      in
      accordance with the provisions of the Registration Rights Agreement, dated
      May
      4, 2005 (the “Registration Rights Agreement”) and as amended December 1, 2005
      (the “Amendment to Registration Rights Agreement” and together with the
      Registration Rights Agreement, the “Registration Rights Agreement, as
      amended”).

    


    (b)
      Warrant Exchangeable for Different Denominations. This Warrant is exchangeable,
      upon the surrender hereof by the holder hereof at the office or agency of the
      Company referred to in Section 7(e) below, for new Warrants of like tenor
      representing in the aggregate the right to purchase the number of shares of
      Common Stock which may be purchased hereunder, each of such new Warrants to
      represent the right to purchase such number of shares as shall be designated
      by
      the holder hereof at the time of such surrender.

    


    (c)
      Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to
      the
      Company of the loss, theft, destruction, or mutilation of this Warrant and,
      in
      the case of any such loss, theft, or destruction, upon delivery of an indemnity
      agreement reasonably satisfactory in form and amount to the Company, or, in
      the
      case of any such mutilation, upon surrender and cancellation of this Warrant,
      the Company, at its expense, will execute and deliver, in lieu thereof, a new
      Warrant of like tenor.

     

    (d)
      Cancellation; Payment of Expenses. Upon the surrender of this Warrant in
      connection with any transfer, exchange, or replacement as provided in this
      Section 7, this Warrant shall be promptly canceled by the Company. The Company
      shall pay all taxes (other than securities transfer taxes) and all other
      expenses (other than legal expenses, if any, incurred by the holder or
      transferees) and charges payable in connection with the preparation, execution,
      and delivery of Warrants pursuant to this Section 7.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    (e)
      Register. The Company shall maintain, at its principal executive offices (or
      such other office or agency of the Company as it may designate by notice to
      the
      holder hereof), a register for this Warrant, in which the Company shall record
      the name and address of the person in whose name this Warrant has been issued,
      as well as the name and address of each transferee and each prior owner of
      this
      Warrant.

    


    (f)
      Exercise or Transfer Without Registration. If, at the time of the surrender
      of
      this Warrant in connection with any exercise, transfer, or exchange of this
      Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares
      issuable hereunder), shall not be registered under the Securities Act and under
      applicable state securities or blue sky laws, the Company may require, as a
      condition of allowing such exercise, transfer, or exchange, (i) that the holder
      or transferee of this Warrant, as the case may be, furnish to the Company a
      written opinion of counsel, which opinion and counsel are reasonably acceptable
      to the Company, to the effect that such exercise, transfer, or exchange may
      be
      made without registration under said Act and under applicable state securities
      or blue sky laws, (ii) that the holder or transferee execute and deliver to
      the
      Company an investment letter in form and substance acceptable to the Company
      and
      (iii) that the transferee be an "accredited investor" as defined in Rule 501(a)
      promulgated under the Securities Act; provided that no such opinion, letter
      or
      status as an "accredited investor" shall be required in connection with a
      transfer pursuant to Rule 144 under the Securities Act. The first holder of
      this
      Warrant, by taking and holding the same, represents to the Company that such
      holder is acquiring this Warrant for investment and not with a view to the
      distribution thereof.

    


    8.
      Registration Rights.

    


    The
      initial holder of this Warrant (and certain assignees thereof) is entitled
      to
      the benefit of such registration rights in respect of the Warrant Shares as
      are
      set forth in Section 2 of the Registration Rights Agreement, as
      amended.

    


    9.
      Notices.

    


    All
      notices, requests, and other communications required or permitted to be given
      or
      delivered hereunder to the holder of this Warrant shall be in writing, and
      shall
      be personally delivered, or shall be sent by certified or registered mail or
      by
      recognized overnight mail courier, postage prepaid and addressed, to such holder
      at the address shown for such holder on the books of the Company, or at such
      other address as shall have been furnished to the Company by notice from such
      holder. All notices, requests, and other communications required or permitted
      to
      be given or delivered hereunder to the Company shall be in writing, and shall
      be
      personally delivered, or shall be sent by certified or registered mail or by
      recognized overnight mail courier, postage prepaid and addressed, to the office
      of the Company at 3651 Baker Highway, Huntsville, Tennessee 37756, Attention:
      Chief Executive Officer, or at such other address as shall have been furnished
      to the holder of this Warrant by notice from the Company. Any such notice,
      request, or other communication may be sent by facsimile, but shall in such
      case
      be subsequently confirmed by a writing personally delivered or sent by certified
      or registered mail or by recognized overnight mail courier as provided above.
      All notices, requests, and other communications shall be deemed to have been
      given either at the time of the receipt thereof by the person entitled to
      receive such notice at the address of such person for purposes of this Section
      9, or, if mailed by registered or certified mail or with a recognized overnight
      mail courier upon deposit with the United States Post Office or such overnight
      mail courier, if postage is prepaid and the mailing is properly addressed,
      as
      the case may be.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    10.
      Governing Law.

    


    This
      Warrant shall be enforced, governed by and construed in accordance with the
      laws
      of the State of Texas applicable to agreements made and to be performed entirely
      within such state, without regard to the principles of conflict of laws. The
      Company hereby submits to the exclusive jurisdiction of the United States
      Federal Courts located in Dallas, Texas with respect to any dispute arising
      under this Warrant, the agreements entered into in connection herewith or the
      transactions contemplated hereby or thereby. The Company irrevocably waives
      the
      defense of an inconvenient forum to the maintenance of such suit or proceeding.
      The Company further agrees that service of process upon it mailed by first
      class
      mail shall be deemed in every respect effective service of process upon it
      in
      any such suit or proceeding. Nothing herein shall affect the holder's right
      to
      serve process in any other manner permitted by law. The parties agree that
      a
      final non-appealable judgment in any such suit or proceeding shall be conclusive
      and may be enforced in other jurisdictions by suit on such judgment or in any
      other lawful manner. The party which does not prevail in any dispute arising
      under this Warrant shall be responsible for all fees and expenses, including
      attorneys' fees, incurred by the prevailing party in connection with such
      dispute.

    


      11.
      Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise.
      

    


    In
      addition to any other rights available to the holder, if the Company fails
      for
      any reason to deliver to the holder such certificate or certificates pursuant
      to
      Section 1 by the third (3rd) business day after exercise, and if after such
      third (3rd) business day after exercise the holder is required by its brokerage
      firm to purchase (in an open market transaction or otherwise) Common Stock
      to
      deliver in satisfaction of a sale by such holder of Common Stock which the
      holder anticipated receiving upon such exercise (a "Buy-In"), then the Company
      shall (a) pay in cash to the holder (in addition to any remedies available
      to or
      elected by the holder) the amount by which (i) the holder's total purchase
      price
      (including brokerage commissions, if any) for the Common Stock so purchased
      exceeds (ii) the product of (A) the aggregate number of shares of Common Stock
      that such holder anticipated receiving from the exercise at issue multiplied
      by
      (B) the actual sale price of the Common Stock at the time of the sale (including
      brokerage commissions, if any) giving rise to such purchase obligation and
      (b)
      at the option of the holder, either reissue an identical Warrant to purchase
      such number of shares of Common Stock equal to the attempted exercise or deliver
      to the holder the number of shares of Common Stock that would have been issued
      had the Company timely complied with its delivery requirements under Section
      1.
      The Holder shall provide the Company written notice indicating the amounts
      payable to the holder in respect of the Buy-In.

    


      12.
      Miscellaneous.

    


    (a)
      Amendments. This Warrant and any provision hereof may only be amended by an
      instrument in writing signed by the Company and the holder hereof.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    (b)
      Descriptive Headings. The descriptive headings of the several sections of this
      Warrant are inserted for purposes of reference only, and shall not affect the
      meaning or construction of any of the provisions hereof.

    


    (c)
      Remedies. The Company acknowledges that a breach by it of its obligations
      hereunder will cause irreparable harm to the holder, by vitiating the intent
      and
      purpose of the transaction contemplated hereby. Accordingly, the Company
      acknowledges that the remedy at law for a breach of its obligations under this
      Warrant will be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of the provisions of this Warrant, that the holder shall
      be entitled, in addition to all other available remedies at law or in equity,
      and in addition to the penalties assessable herein, to an injunction or
      injunctions restraining, preventing or curing any breach of this Warrant and
      to
      enforce specifically the terms and provisions thereof, without the necessity
      of
      showing economic loss and without any bond or other security being
      required.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer.

    


    


    
      	 	
              MILLER
                PETROLEUM, INC.

              


              


              


              By:
                _______________________________

              Deloy
                Miller

              President
                and CEO

              Dated
                as of _____________

            


    

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    

    

    FORM
      OF
      EXERCISE AGREEMENT

    


    Dated:
      ________ __,200_

    


    To:
      ______________________

    


    The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes payment herewith in full therefor at the price per share provided by
      such
      Warrant in cash or by certified or official bank check or by wired funds in
      the
      amount of, or, if the resale of such Common Stock by the undersigned is not
      currently registered pursuant to an effective registration statement under
      the
      Securities Act of 1933, as amended, by surrender of securities issued by the
      Company (including a portion of the Warrant) having a market value (in the
      case
      of a portion of this Warrant, determined in accordance with Section 1(c) of
      the
      Warrant) equal to $_________. Please issue a certificate or certificates for
      such shares of Common Stock in the name of and pay any cash for any fractional
      share to: 

     

    
      	 	
              Name:______________________________

              


              


              Signature:

              


              Address:   
                ___________________________

              ___________________________

              


              


              Note:
                The above signature should correspond exactly with the name on the
                face of
                the within Warrant, if applicable.

            


    

    


    and,
      if
      said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      fraction of a share paid in cash.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    FORM
      OF
      ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights
      of
      the undersigned under the within Warrant, with respect to the number of shares
      of Common Stock covered thereby set forth hereinbelow, to:

    


    
      	
              Name
                of Assignee

            	
              Address

            	
              No
                of Shares

            


    

    


    ,
      and
      hereby irrevocably constitutes and appoints_____________________________ as
      agent and attorney-in-fact to transfer said Warrant on the books of the
      within-named corporation, with full power of substitution in the
      premises.

    


    Dated:
      ________ __, 200_

    


     

    
      	
              In
                the presence of:

            	
              ___________________________________

              ___________________________________

              Name:
                _____________________________

               

              Signature:
                __________________________

              


              Title
                of Signing Officer or Agent (if any):

              ____________________________________

                Address:
                ____________________________

              ____________________________________

              ____________________________________

               

              
                Note: 
                  The above signature should correspond exactly with the name on
                  the face of
                  the within Warrant, if
                  applicable.

              

            


    

     

    
      
         

      

      
        14