X0202 4 2004-02-27 0 0000354567 UNITED HERITAGE CORP UHCP 0001222463 GILLIAM HAROLD L 2 NORTH CADDO ST CLEBURNE TX 76031 1 0 0 0 Covertible Promissory Note 0.5 2004-02-27 4 P 0 1 0.5 A 2004-02-27 2007-03-15 Common Stock 52000 2 I Corporate shareholder Warrants to purchase common stock 2004-02-27 4 P 0 1 A 2004-02-27 2014-02-27 Common Stock 104000 3 I Corporate shareholder The principal amount of the promissory note may be converted into shares of common stock. The share conversion price is $0.50. The convertible promissory note was issued to Gilliam, Wharram & Co., PC, a professional corporation. Mr. Gilliam is a principal of Gilliam, Wharram & Co., PC. Gilliam, Wharram & Co., PC acquired one convertible promissory note representing the ability to convert to 52,000 shares of common stock. A warrant was acquired for the purchase of 104,000 shares of common stock. Of this amount, 52,000 shares may be purchased for $0.75 and 52,000 shares may be purchased for $1.00. Gilliam, Wharram & Co., PC acquired one warrant representing the right to purchase 104,000 shares of common stock. 52,000 shares may be purchased for $0.75 per share and 52,000 shares may be purchased for $1.00 per share. The warrant was issued to Gilliam, Wharram & Co., PC, a professional corporation. Mr. Gilliam is a principal of Gilliam, Wharram & Co. Following the acquisition of the convertible promissory note, Mr. Gilliam, directly or indirectly, had the right to acquire 252,000 shares of common stock. 200,000 shares may be acquired through the exercise of an option granted in May 2003 (although the option is subject to vesting conditions) and 52,000 shares may be acquired through the conversion of the promissory note. Following the acquisition of the warrant, Mr. Gilliam, directly or indirectly, has the right to acquire 356,000 shares of common stock. 200,000 shares may be acquired through exercise of an option granted in May 2003, although the option is subject to vesting conditions, 52,000 shares may be acquired through conversion of the promissory note acquired in February 2004 and 104,000 shares may be acquired through the exercise of the warrant acquired in February 2004. Harold L. Gilliam 2004-07-01