| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE
  UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
  1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
  UNLESS THE REGISTRATION PROVISIONS OF SAID ACT OR APPLICABLE STATE LAW HAVE
  BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF ITS
  COUNSEL OR AN OPINION OF OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
  AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | THE TRANSFER OF THIS WARRANT IS
  RESTRICTED AS DESCRIBED HEREIN.
  UNITED ENERGY CORP.
  Warrant for the Purchase of Shares of Common Stock,
  par value $.01 per Share                                                                                                                                                                                                                                                                                                                                                        

|      |               
|----- | --------------
|No. 1 | 700,000 Shares

THIS
CERTIFIES that, for value received, JOSEPH J. GRANO, JR. (the Holder), is
entitled to subscribe for and purchase from UNITED ENERGY CORP., a Nevada
corporation (the Company), upon the terms and conditions set forth herein, at
any time or from time to time after March 22, 2004 and before 5:00 P.M. on
March 22, 2007 New York time (the Exercise Period), 700,000 shares of the
Companys Common Stock, par value $.01 per share (the Common Stock), at a
price of $.60 per share (the Exercise Price). As used herein the term this
Warrant shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant
in whole or in part.

The
number of shares of Common Stock issuable upon exercise of the Warrants (the
Warrant Shares) and the Exercise Price may be adjusted from time to time as
hereinafter set forth.

1.          This
Warrant may be exercised during the Exercise Period, as to the whole or any
lesser number of whole Warrant Shares, by the surrender of this Warrant (with
the form of election attached hereto duly executed) to the Company at its
office at 600 Meadowlands Parkway #20, Secaucus, New Jersey 07094, or at such
other place as is designated in writing by the Company, together with (a) a
certified or bank cashiers check payable to the order of the Company in an
amount equal to the Exercise Price multiplied by the number of Warrant Shares
for which this Warrant is being exercised (the Aggregate Exercise Price), (b)
the acceptance by the Holder of a number of Warrant Shares equal to the number
of Warrant Shares being purchased upon such exercise, less that number of
Warrant Shares having an aggregate Current Market Price (as defined below)
equal to the Aggregate Exercise Price, or (c) any combination of the foregoing.

As
used herein, the term Current Market Price per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices for the 10
consecutive

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trading days
immediately preceding the date in question. The closing price for each day
shall be the last reported sales price regular way or, in case no such reported
sale takes place on such day, the closing bid price regular way, in either case
on the principal national securities exchange (including, for purposes hereof,
the Nasdaq National Market) on which the Common Stock is listed or admitted to
trading or, if the Common Stock is not listed or admitted to trading on any
national securities exchange, the highest reported bid price for the Common
Stock as furnished by the National Association of Securities Dealers, Inc.
through Nasdaq or a similar organization if Nasdaq is no longer reporting such
information. If on any such date the Common Stock is not listed or admitted to
trading on any national securities exchange and is not quoted by Nasdaq or any
similar organization, the fair value of a share of Common Stock on such date,
as determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error, shall be used.

2.          Upon
each exercise of the Holders rights to purchase Warrant Shares, the Holder
shall be deemed to be the holder of record of the Warrant Shares issuable upon
such exercise, notwithstanding that the transfer books of the Company shall
then be closed or certificates representing such Warrant Shares shall not then
have been actually delivered to the Holder. As soon as practicable after each
such exercise of this Warrant, the Company shall issue and deliver to the
Holder a certificate or certificates for the Warrant Shares issuable upon such
exercise, registered in the name of the Holder or its designee. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the
right of the Holder to purchase the balance of the Warrant Shares (or portions
thereof) subject to purchase hereunder.

3.          Any
Warrants issued upon the transfer or exercise in part of this Warrant shall be
numbered and shall be registered in a warrant register (the Warrant Register)
as they are issued. The Company shall be entitled to treat the registered
holder of any Warrant on the Warrant Register as the owner in fact thereof for
all purposes and shall not be bound to recognize any equitable or other claim
to or interest in such Warrant on the part of any other person, and shall not
be liable for any registration or transfer of Warrants which are registered or to
be registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to bad faith.
This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his or its duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment, or authority to transfer. In all cases of transfer by an attorney,
executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration or transfer, the Company shall deliver a new Warrant or Warrants
to the person entitled thereto. This Warrant may be exchanged, at the option of
the Holder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof), upon surrender
to the Company or its duly authorized agent. Notwithstanding the foregoing, the
Company shall have no obligation to cause Warrants to be transferred on its
books to any person if, in the opinion of counsel to the Company, such transfer
does not comply with the provisions of the Securities Act of 1933, as amended
(the Act), and the rules and regulations thereunder.

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4.          The
Company shall at all times reserve and keep available out of its authorized and
unissued Common Stock, solely for the purpose of providing for the exercise of
the rights to purchase all Warrant Shares granted pursuant to the Warrants,
such number of shares of Common Stock as shall, from time to time, be
sufficient therefor. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable,
and free of preemptive rights.

5.
          (a) In case the
Company shall at any time after the date the Warrants were first issued (i)
declare a dividend on the outstanding Common Stock payable in shares of its
capital stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise
Price, and the number of Warrant Shares issuable upon exercise of this Warrant,
in effect at the time of the record date for such dividend or of the effective
date of such subdivision, combination, or reclassification, shall be
proportionately adjusted so that the Holder after such time shall be entitled
to receive the aggregate number and kind of shares which, if such Warrant had
been exercised immediately prior to such time, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination, or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.

(b)
No adjustment in the Exercise Price shall be required if such adjustment is
less than $.05; provided, however, that any adjustments which by
reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under
this Section 5 shall be made to the nearest cent or to the nearest
one-thousandth of a share, as the case may be.

(c)
In any case in which this Section 5 shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, the
Company may elect to defer, until the occurrence of such event, issuing to the
Holder, if the Holder exercised this Warrant after such record date, the shares
of Common Stock, if any, issuable upon such exercise over and above the shares
of Common Stock, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however,
that the Company shall deliver to the Holder a due bill or other appropriate
instrument evidencing the Holders right to receive such additional shares upon
the occurrence of the event requiring such adjustment.

(d)
Whenever there shall be an adjustment as provided in this Section 5, the
Company shall promptly cause written notice thereof to be sent by registered
mail, postage prepaid, to the Holder, at its address as it shall appear in the
Warrant Register, which notice shall be accompanied by an officers certificate
setting forth the number of Warrant Shares purchasable upon the exercise of
this Warrant and the Exercise Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment and the computation
thereof, which officers certificate shall be conclusive evidence of the
correctness of any such adjustment absent manifest error.

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(e)
The Company shall not be required to issue fractions of shares of Common Stock
or other capital stock of the Company upon the exercise of this Warrant. If any
fraction of a share would be issuable on the exercise of this Warrant (or
specified portions thereof), the Company shall purchase such fraction for an
amount in cash equal to the same fraction of the Current Market Price of such
share of Common Stock on the date of exercise of this Warrant.

6.          (a)
In case of any consolidation with or merger of the Company with or into another
corporation (other than a merger or consolidation in which the Company is the
surviving or continuing corporation), or in case of any sale, lease, or
conveyance to another corporation of the property and assets of any nature of
the Company as an entirety or substantially as an entirety, such successor,
leasing, or purchasing corporation, as the case may be, shall (i) execute with
the Holder an agreement providing that the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash, or any combination
thereof receivable upon such consolidation, merger, sale, lease, or conveyance
by a holder of the number of shares of Common Stock for which this Warrant
might have been exercised immediately prior to such consolidation, merger,
sale, lease, or conveyance and (ii) make effective provision in its certificate
of incorporation or otherwise, if necessary, to effect such agreement. Such
agreement shall provide for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5.

(b)
In case of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than a change in par value or
from no par value to a specified par value, or as a result of a subdivision or
combination, but including any change in the shares into two or more classes or
series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from no par value to a specified par value, or
as a result of a subdivision or combination, but including any change in the
shares into two or more classes or series of shares), the Holder shall have the
right thereafter to receive upon exercise of this Warrant solely the kind and
amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such reclassification, change,
consolidation, or merger by a holder of the number of shares of Common Stock
for which this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation, or merger. Thereafter, appropriate
provision shall be made for adjustments which shall be as nearly equivalent as
practicable to the adjustments in Section 5.

(c)
The above provisions of this Section 6 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales, leases, or conveyances.

7.
          In case at any time
the Company shall propose

| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | (a)
  to pay any dividend or make any distribution on shares of Common Stock in
  shares of Common Stock; or

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| |                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)
  to effect any reclassification or change of outstanding shares of Common
  Stock, or any consolidation, merger, sale, lease, or conveyance of property,
  described in Section 6; or
| |                                                                                                                                                                                           
| | (c)
  to take any other action which would cause an adjustment to the Exercise
  Price;                                                                                                   

then, and in
any one or more of such cases, the Company shall give written notice thereof,
by registered mail, postage prepaid, to the Holder at the Holders address as
it shall appear in the Warrant Register, mailed at least 15 days prior to (i)
the date as of which the holders of record of shares of Common Stock to be
entitled to receive any such dividend or distribution, (ii) the date on which
any such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease or conveyance of property is expected to
become effective, and the date as of which it is expected that holders of
record of shares of Common Stock shall be entitled to exchange their shares for
securities or other property, if any, deliverable upon such reclassification,
change of outstanding shares, consolidation, merger, sale, lease or conveyance
of property, or (iii) the date of such action which would require an adjustment
to the Exercise Price.

8.          The
issuance of any shares of Common Stock or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has
been paid.

9.          The
Holder hereby acknowledges that he is not entitled to any registration rights
with respect to this Warrant or any Warrant Shares.

10.          The
Warrant Shares issued upon exercise of the Warrants shall be subject to a stop
transfer order and the certificate or certificates evidencing such Warrant
Shares shall bear the following legend:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
  TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF
  SAID ACT OR APPLICABLE STATE LAW HAVE BEEN COMPLIED WITH OR UNLESS THE
  COMPANY HAS RECEIVED AN OPINION OF ITS COUNSEL OR AN OPINION OF OTHER COUNSEL
  REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION
  IS NOT REQUIRED.

11.          Upon
receipt of evidence satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant (and upon surrender of any Warrant if
mutilated), and

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upon
reimbursement of the Companys reasonable incidental expenses, the Company
shall execute and deliver to the Holder thereof a new Warrant of like date,
tenor, and denomination.

12.          The
Holder of any Warrant shall not have, solely on account of such status, any
rights of a stockholder of the Company, either at law or in equity, or to any
notice of meetings of stockholders or of any other proceedings of the Company,
except as provided in this Warrant.

13.          Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be mailed by certified mail, return receipt requested
or sent by Federal Express, Express Mail, or similar overnight delivery or
courier service or delivered (in person or by telecopy, telex, or similar
telecommunications equipment) against receipt to the party to whom it is to be
given, if sent to the Company, at: 600 Meadowlands Parkway #20, Secaucus, New
Jersey 07094; or if sent to the Holder, at the Holders address as it shall
appear on the Warrant Register; or to such other address as the party shall
have furnished in writing in accordance with the provisions of this Section 13.
Any notice or other communication given by certified mail shall be deemed given
at the time of certification thereof, except for a notice changing a partys
address which will be deemed given at the time of receipt thereof. Any notice
given by other means permitted by this Section 13 shall be deemed given at the
time of receipt thereof.

14.          This
Warrant shall be binding upon the Company and its successors and assigns and
shall inure to the benefit of the Holder and its successors and assigns.

15.          This
Warrant shall be construed in accordance with the laws of the State of New York
applicable to contracts made and performed within such State, without regard to
principles of conflicts of law.

IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
Chief Executive Officer under its corporate seal and attested by its __________
on the day and year first written below.

Dated: __________,
2006

|        |                       |        |  | 
|------- | --------------------- | ------ |  | 
|        | UNITED
  ENERGY CORP.
|        |                      
|        | By:                   |       
|        |                       |        | 
|        |                       | Name:  | 
|        |                       | Title: | 
|        |                       |        | 
|[Seal]  |                       |       
|        |                       |       
|ATTEST: |                       |       
|        |                       |       
|        |                       |       

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FORM OF ASSIGNMENT

(To be executed by the registered holder if
such holder desires to transfer the attached Warrant.)

FOR
VALUE RECEIVED, _____________________________ hereby sells, assigns, and
transfers unto __________________ a Warrant to purchase __________ shares of
Common Stock, par value $.01 per share, of United Energy Corp. (the Company),
together with all right, title, and interest therein, and does hereby
irrevocably constitute and appoint __________ attorney to transfer such Warrant
on the books of the Company, with full power of substitution.

|       |  |           |  | 
|------ |  | --------- |  | 
|Dated: |  |           | 
|       |  |           | 
|       |  | Signature | 
|       |  |           |  | 

NOTICE

The
signature on the foregoing Assignment must correspond to the name as written
upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.

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| |     |                                                                                  
| | --- | ---------------------------------------------------------------------------------
| | To: | United
  Energy Corp.
  600 Meadowlands Parkway #20,
  Secaucus, New Jersey 07094

ELECTION TO EXERCISE

The
undersigned hereby exercises his or its rights to purchase _______ Warrant
Shares covered by the within Warrant and tenders payment herewith in the amount
of $_________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:

| | 
| | 
| | 
|
| | 
|
| | 

(Print Name, Address and Social Security
or Tax Identification Number)


and, if such
number of Warrant Shares shall not be all the Warrant Shares covered by the
within Warrant, that a new Warrant for the balance of the Warrant Shares
covered by the within Warrant be registered in the name of, and delivered to,
the undersigned at the address stated below.

|         |  |         |      |  | 
|-------- |  | ------- | ---- |  | 
|Dated:   |  |         | Name |  | 
|         |  |         |      |  | 
|         |  | (Print) |     
|Address: |  |        
|         |  |        

| |             | 
| | ----------- | 
| |             | 
| | (Signature) | 

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