X0202 4 2004-06-15 0 0000354567 UNITED HERITAGE CORP UHCP 0001222463 GILLIAM HAROLD L 2 NORTH CADDO ST CLEBURNE TX 76031 1 0 0 0 Common Stock 2004-06-15 4 C 0 52000 0 A 56500 I Corporate shareholder Convertible Promissory Note 0.5 2004-06-15 4 C 0 1 D 2004-02-27 2007-03-15 Common Stock 52000 2 I Corporate Shareholder No consideration was paid for the conversion of the principal amount of the convertible promissory note. Of the amount reported, 4,500 shares are owned directly by Mr. Gilliam and 52,000 shares are owned by Gilliam, Wharram & Co, PC, a professional corporation of which Mr. Gilliam is a principal. See footnote 2. The convertible promissory note represented the right to convert to 52,000 shares of common stock. The principal amount of the promissory note was converted at the rate of $0.50 per share. No additional consideration was paid to United Heritage Corporation upon the conversion of the promissory note. Following the conversion of the promissory note, Mr. Gilliam, directly or indirectly, has the right to acquire 200,000 shares of common stock upon the exercise of an option and the right to acquire 104,000 shares of common stock upon the exercise of a warrant. Gilliam, Wharram & Co., PC is the holder of a warrant to purchase 104,000 shares of common stock. Mr. Gilliam is the holder of an option to purchase 200,000 shares of common stock. Harold L. Gilliam 2004-07-01