EX 10.4


    
      EXECUTION
        COPY

    

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
      STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS
      OR
      AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
      LAWS
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS
      NOT REQUIRED.

     

    
      	
              Certificate
                No. WC-___

            	
              Warrant
                to Purchase 36,563
                Shares of

            
	
              Dated
                January __, 2008

            	
              Common
                Stock (subject to adjustment)

            


    

     

    WARRANT
      TO PURCHASE COMMON STOCK

    of

    UNITED
      HERITAGE CORPORATION

    Void
      after January__, 2015

     

    This
      certifies that, for value received, BLACKWOOD
      VENTURES LLC, or registered assigns (“Holder”) is entitled, subject to
      the terms set forth below, to purchase from United Heritage Corporation (the
      “Company”), a Utah corporation, 36,563
      shares of the Common Stock, par value $0.001 per share, of the Company (the
      “Common Stock”), as constituted on the date hereof (the “Warrant Issue Date”),
      upon surrender hereof, at the principal office of the Company referred to below,
      with the subscription form attached hereto duly executed, and simultaneous
      payment therefor in lawful money of the United States or otherwise as
      hereinafter provided, at the Exercise Price as set forth in Section 2 below.
      The
      number and character of such shares of Common Stock and the Exercise Price
      are
      subject to adjustment as provided below. The term “Warrant” as used herein shall
      include this Warrant any warrants delivered in substitution or exchange therefor
      as provided herein.

     

    1. Term
      of Warrant. Subject
      to the terms and conditions set forth herein, this Warrant shall be exercisable,
      in whole or in part, during the term commencing on the Warrant Issue Date and
      ending at 5:00 p.m., Eastern Standard Time, on January __, 2015, and shall
      be
      void thereafter.

     

    2. Exercise
      Price.
      The
      exercise price at which this Warrant may be exercised shall be $1.40 per share
      of Common Stock (the “Exercise Price”), as such Exercise Price may be adjusted
      from time to time pursuant to Section 11 hereof.

     

    3. Exercise
      of Warrant.

     

    (a) Method
      of Exercise.
      The
      purchase rights represented by this Warrant are exercisable by the Holder in
      whole or in part, at any time, or from time to time, during the term hereof
      as
      described in Section 1 above, by the surrender of this Warrant and the Notice
      of
      Exercise annexed hereto duly completed and executed on behalf of the Holder,
      at
      the principal office of the Company (or such other office or agency of the
      Company as it may designate by notice in writing to the Holder at the address
      of
      the Holder appearing on the books of the Company), upon (i) payment (A) in
      cash
      or by check acceptable to the Company, (B) by cancellation by the Holder of
      indebtedness or other obligations of the Company to the Holder, or (C) by a
      combination of (A) and (B), of the purchase price of the shares to be purchased
      or (ii) a net issue exercise as provided in Section 3(c) below.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Issuance
      of Shares.
      This
      Warrant shall be deemed to have been exercised immediately prior to the close
      of
      business on the date of its surrender for exercise as provided above, and the
      person entitled to receive the shares of Common Stock issuable upon such
      exercise shall be treated for all purposes as the holder of record of such
      shares as of the close of business on such date. As promptly as practicable
      on
      or after such date and in any event within ten (10) days thereafter, the Company
      at its expense shall issue and deliver to the person or persons entitled to
      receive the same a certificate or certificates for the number of shares issuable
      upon such exercise. In the event that this Warrant is exercised in part, the
      Company at its expense will execute and deliver a new Warrant of like tenor
      exercisable for the number of shares for which this Warrant may then be
      exercised.

     

    (c) Net
      Issue Exercise. Notwithstanding
      any provisions herein to the contrary, if the fair market value of one share
      of
      Common Stock is greater than the Exercise Price (at the date of calculation
      as
      set forth below), in lieu of exercising this Warrant for cash, the Holder may
      elect to receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being canceled) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Notice
      of
      Exercise and notice of such election, in which event the Company shall issue
      to
      the Holder a number of shares of Common Stock computed using the following
      formula:

     

    
      	
              X
                = 

            	
              Y
                (A-B)
                

              

              A

            	 


    

      

    
      	
              Where    

            	
              X

            	
              =

            	
              The
                number of shares of Common Stock to be issued to the
                Holder

            
	 	
               

              Y

            	
               

              =

            	
               

              the
                number of shares of Common Stock purchasable under this Warrant or,
                if
                only a portion of this Warrant is being exercised, the portion of
                this
                Warrant being canceled (at the date of such
                calculation)

            
	 	
               

              A

            	
               

              =

            	
               

              the
                fair market value of one share of the Common Stock (at the date of
                such
                calculation)

            
	 	
               

              B

            	
               

              =

            	
               

              Exercise
                Price (as adjusted to the date of such
                calculation).

            


    

     

    For
      purposes of the above calculation, fair market value of one share of Common
      Stock shall be determined by the Company’s Board of Directors in good faith;
      provided, however, that where there exists a public market for the Common Stock
      at the time of such exercise, the fair market value of one share of Common
      Stock
      shall be the average of the closing bid and asked prices of the Common Stock
      quoted in the Over-The-Counter Market Summary or the last reported sale price
      of
      the Common Stock or the closing price quoted on the Nasdaq Capital Market or
      on
      any exchange on which the Common Stock is listed, whichever is applicable,
      as
      published by Bloomberg LP for the five (5) trading days prior to the date of
      determination of fair market value. Notwithstanding the foregoing, in the event
      the Warrant is exercised in connection with the Company’s initial public
      offering of Common Stock, the fair market value per share shall be the per
      share
      offering price to the public of the Company’s initial public
      offering.

     

    
      
        
        

      

      
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    4. No
      Fractional Shares or Scrip. No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant. In lieu of any fractional share to which the
      Holder would otherwise be entitled (after aggregating all shares that are being
      issued upon such exercise), the Company shall make a cash payment equal to
      the
      Exercise Price multiplied by such fraction.

     

    5. Replacement
      of Warrant. On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of loss, theft or
      destruction, on delivery of an indemnity agreement reasonably satisfactory
      in
      form and substance to the Company or, in the case of mutilation, on surrender
      and cancellation of this Warrant, the Company at its expense shall execute
      and
      deliver, in lieu of this Warrant, a new warrant of like tenor and
      amount.

     

    6. Rights
      of Stockholders. Subject
      to Sections 9 and 11 of this Warrant, the Holder shall not be entitled to vote
      or receive dividends or be deemed the holder of Common Stock or any other
      securities of the Company that may at any time be issuable on the exercise
      hereof for any purpose, nor shall anything contained herein be construed to
      confer upon the Holder, as such, any of the rights of a stockholder of the
      Company or any right to vote for the election of directors or upon any matter
      submitted to stockholders at any meeting thereof or to give or withhold consent
      to any corporate action (whether upon any recapitalization, issuance of stock,
      reclassification of stock, change of par value, or change of stock to no par
      value, consolidation, merger, conveyance, or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      this
      Warrant shall have been exercised as provided herein.

     

    7. Transfer
      of Warrant.

     

    (a) Warrant
      Register. The
      Company will maintain a register (the “Warrant Register”) containing the names
      and addresses of the Holder or Holders. Any Holder of this Warrant or any
      portion thereof may change its address as shown on the Warrant Register by
      written notice to the Company requesting such change. Any notice or written
      communication required or permitted to be given to the Holder may be delivered
      or given by mail to such Holder as shown on the Warrant Register and at the
      address shown on the Warrant Register. Until this Warrant is transferred on
      the
      Warrant Register of the Company, the Company may treat the Holder as shown
      on
      the Warrant Register as the absolute owner of this Warrant for all purposes,
      notwithstanding any notice to the contrary.

     

    (b) Warrant
      Agent. The
      Company may, by written notice to the Holder, appoint an agent for the purpose
      of maintaining the Warrant Register referred to in Section 7(a) above, issuing
      the Common Stock or other securities then issuable upon the exercise of this
      Warrant, exchanging this Warrant, replacing this Warrant, or any or all of
      the
      foregoing (the “Warrant Agent”). Thereafter, any such registration, issuance,
      exchange or replacement, as the case may be, shall be made at the office of
      the
      Warrant Agent.

     

    
      
        
        

      

      
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    (c) Transferability
      and Negotiability of Warrant. This
      Warrant may not be transferred or assigned in whole or in part without
      compliance with all applicable federal and state securities laws by the
      transferor and the transferee (including the delivery of investment
      representation letters and legal opinions reasonably satisfactory to the
      Company, if such are requested by the Company). Subject to the provisions of
      this Warrant with respect to compliance with the Securities Act of 1933, as
      amended (the “Act”), title to this Warrant may be transferred by endorsement (by
      the Holder executing the Assignment Form annexed hereto) and delivery in the
      same manner as a negotiable instrument transferable by endorsement and
      delivery.

     

    (d) Exchange
      of Warrant Upon a Transfer. On
      surrender of this Warrant for exchange, properly endorsed on the Assignment
      Form
      and subject to the provisions of this Warrant with respect to compliance with
      the Act and with the limitations on assignments and transfers contained in
      this
      Section 7, the Company at its expense shall issue to or on the order of the
      Holder a new warrant or warrants of like tenor, in the name of the Holder or
      as
      the Holder (on payment by the Holder of any applicable transfer taxes) may
      direct, for the number of shares issuable upon exercise hereof.

     

    (e) Compliance
      with Securities Laws.

     

    (i) The
      Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
      and
      the shares of Common Stock to be issued upon exercise hereof are being acquired
      for investment, and that the Holder will not offer, sell or otherwise dispose
      of
      this Warrant or any shares of Common Stock to be issued upon exercise hereof
      except under circumstances that will not result in a violation of the Act or
      any
      state securities laws.

     

    (ii) This
      Warrant and all shares of Common Stock issued upon exercise hereof or conversion
      thereof shall be stamped or imprinted with a legend in substantially the
      following form (in addition to any legend required by state securities
      laws):

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
      SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
      STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND APPLICABLE LAWS
      OR
      AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE
      LAWS
      OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
      IS
      NOT REQUIRED.

     

    8. Reservation
      of Stock. The
      Company covenants that during the term this Warrant is exercisable, the Company
      will reserve from its authorized and unissued Common Stock a sufficient number
      of shares to provide for the issuance of Common Stock upon the exercise of
      this
      Warrant and, from time to time, will take all steps necessary to amend its
      Certificate of Incorporation (the “Certificate”) to provide sufficient reserves
      of shares of Common Stock issuable upon exercise of this Warrant. The Company
      further covenants that all shares of Common Stock that may be issued upon the
      exercise of rights represented by this Warrant and payment of the Exercise
      Price, all as set forth herein will be duly and validly authorized and issued,
      fully paid and nonassessable and free from all taxes, liens and charges in
      respect of the issue thereof (other than taxes in respect of any transfer
      occurring contemporaneously therewith). The Company agrees that its issuance
      of
      this Warrant shall constitute full authority to its officers who are charged
      with the duty of executing stock certificates to execute and issue the necessary
      certificates for shares of Common Stock upon the exercise of this
      Warrant.

     

    
      
        
        

      

      
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    9. Notices.

     

    (a) Whenever
      the Exercise Price or the shares purchasable hereunder shall be adjusted
      pursuant to Section 11 hereof, the Company shall issue a certificate signed
      by
      its Chief Financial Officer setting forth, in reasonable detail, the event
      requiring the adjustment, the amount of the adjustment, the method by which
      such
      adjustment was calculated, and the Exercise Price and the shares purchasable
      hereunder after giving effect to such adjustment, and shall cause a copy of
      such
      certificate to be mailed (by first-class mail, postage prepaid) to the Holder
      of
      this Warrant.

     

    (b) In
      case:

     

    (i) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant) for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities, or to receive any other right, or

     

    (ii) of
      any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, any consolidation or merger of the Company with or into another
      corporation or entity, or any conveyance of all or substantially all of the
      assets of the Company to another corporation or entity, or

     

    (iii) of
      any
      voluntary or involuntary dissolution, liquidation or winding-up of the
      Company,

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to the Holder
      or
      Holders a notice specifying, as the case may be, (A) the date on which a record
      is to be taken for the purpose of such dividend, distribution or right, and
      stating the amount and character of such dividend, distribution or right, or
      (B)
      the date on which such reorganization, reclassification, consolidation, merger,
      conveyance, dissolution, liquidation or winding-up is to take place, and the
      time, if any is to be fixed, as of which the holders of record of Common Stock
      (or such stock or securities at the time receivable upon the exercise of this
      Warrant) shall be entitled to exchange their shares of Common Stock (or such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up. Such notice shall be mailed at least
      10
      days prior to the record date specified in (A) above or 20 days prior to the
      date specified in (B) above.

     

    10. Amendments
      and Waivers.

     

    (a) Except
      as
      provided in Section 1 above and Section 10(b) below, this Warrant, or any
      provision hereof, may be amended, waived, discharged or terminated only by
      a
      statement in writing signed by the party against which enforcement of the
      change, waiver, discharge or termination is sought.

     

    
      
        
        

      

      
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    (b) Any
      term
      or condition of this Warrant may be amended with the written consent of the
      Company and the Holder. Any amendment effected in accordance with this Section
      10(b) shall be binding upon the Holder and each future holder of this Warrant
      and the Company. 

     

    (c) No
      waivers of, or exceptions to, any term, condition or provision of this Warrant,
      in any one or more instances, shall be deemed to be, or construed as, a further
      or continuing waiver of any such term, condition or provision.

     

    11. Adjustments.
      The
      Exercise Price and the shares purchasable hereunder are subject to adjustment
      from time to time as follows:

     

    (a) Merger,
      Sale of Assets, etc.
      If at
      any time while this Warrant is outstanding and unexpired there shall be (i)
      a
      reorganization (other than a combination, reclassification, exchange or
      subdivision of shares otherwise provided for herein), (ii) a merger or
      consolidation of the Company with or into another corporation in which the
      Company is not the surviving entity, or a reverse triangular merger in which
      the
      Company is the surviving entity but the shares of the Company’s capital stock
      outstanding immediately prior to the merger are converted by virtue of the
      merger into other property, whether in the form of securities, cash or
      otherwise, or (iii) a sale or transfer of the Company’s properties and assets
      as, or substantially as, an entirety to any other corporation or other entity,
      then, as a part of such reorganization, merger, consolidation, sale or transfer,
      lawful provision shall be made so that the holder of this Warrant shall
      thereafter be entitled to receive upon exercise of this Warrant, during the
      period specified herein and upon payment of the Exercise Price then in effect,
      the number of shares of stock or other securities or property of the successor
      corporation or other entity resulting from such reorganization, merger,
      consolidation, merger, sale or transfer that a holder of the shares deliverable
      upon exercise of this Warrant would have been entitled to receive in such
      reorganization, consolidation, merger, sale or transfer if this Warrant had
      been
      exercised immediately before such reorganization, merger, consolidation, sale
      or
      transfer, all subject to further adjustment as provided in this Section 11.
      The
      foregoing provision of this Section 11(a) shall similarly apply to successive
      reorganizations, consolidations, mergers, sales and transfers and to the stock
      or securities of any other corporation or other entity that are at the time
      receivable upon the exercise of this Warrant. If the per-share consideration
      payable to the Holder for shares in connection with any such transaction is
      in a
      form other than cash or marketable securities, then the value of such
      consideration shall be determined in accordance with Section 3(c). In all
      events, appropriate adjustment (as determined in good faith by the Company’s
      Board of Directors) shall be made in the application of the provisions of this
      Warrant with respect to the rights and interests of the Holder after the
      transaction, to the end that the provisions of this Warrant shall be applicable
      after that event, as near as reasonably may be, in relation to any shares or
      other property deliverable after that event upon exercise of this
      Warrant.

     

    (b) Reclassification,
      etc.
      If the
      Company, at any time while this Warrant remains outstanding and unexpired,
      by
      reclassification of securities or otherwise, shall change any of the securities
      as to which purchase rights under this Warrant exist into the same or a
      different number of securities of any other class or classes, this Warrant
      shall
      thereafter represent the right to acquire such number and kind of securities
      as
      would have been issuable as the result of such change with respect to the
      securities that were subject to the purchase rights under this Warrant
      immediately prior to such reclassification or other change and the Exercise
      Price therefor shall be appropriately adjusted, all subject to further
      adjustment as provided in this Section 11.

     

    
      
        
        

      

      
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    (c) Split,
      Subdivision or Combination of Shares.
      If the
      Company at any time while this Warrant remains outstanding and unexpired shall
      split, subdivide or combine the securities as to which purchase rights under
      this Warrant exist, into a different number of securities of the same class,
      the
      Exercise Price for such securities shall be proportionately decreased in the
      case of a split or subdivision or proportionately increased in the case of
      a
      combination and the number of such securities shall be proportionately increased
      in the case of a split or subdivision or proportionately decreased in the case
      of a combination.

     

    (d) Adjustments
      for Dividends in Stock or other Securities or Property.
      If
      while this Warrant remains outstanding and unexpired, the holders of the
      securities as to which purchase rights under this Warrant exist (including
      without limitation securities into which such securities may be converted)
      at
      the time shall have received, or, on or after the record date fixed for the
      determination of eligible stockholders, shall have become entitled to receive,
      without payment therefor, other or additional stock or other securities or
      property (other than cash) of the Company by way of dividend, then and in each
      case, this Warrant shall represent the right to acquire, in addition to the
      number of shares of the security receivable upon exercise of this Warrant,
      and
      without payment of any additional consideration therefor, the amount of such
      other or additional stock or other securities or property (other than cash)
      of
      the Company that such holder would hold on the date of such exercise had it
      been
      the holder of record of the security receivable upon exercise of this Warrant
      (or upon such conversion) on the date hereof and had thereafter, during the
      period from the date hereof to and including the date of such exercise, retained
      such shares and/or all other additional stock available by it as aforesaid
      during such period, giving effect to all adjustments called for during such
      period by the provisions of this Section 11.

     

    (e) Other
      Adjustments.
      In case
      any event shall occur as to which the other provisions of this Section 11 are
      not strictly applicable but as to which failure to make any adjustment would
      not
      fairly protect the exercise rights represented by this Section 11 in accordance
      with the essential intent and principles hereof then, in each such case, the
      Holder may appoint a firm of independent public accountants of recognized
      national standing reasonably acceptable to the Company, which shall give their
      opinion as to the adjustment, if any, on a basis consistent with the essential
      intent and principles established herein, necessary to preserve the exercise
      rights represented herein. Upon receipt of such opinion, the Company will
      promptly mail a copy thereof to the Holder and shall make the adjustments
      described therein. The fees and expenses of such independent public accountants
      shall be borne by the Company.

     

    (f) Calculations.
      All
      calculations under this Section 11 shall be made to the nearest four decimal
      points.

     

    (g) No
      Impairment.
      The
      Company shall not, by amendment of its certificate of incorporation or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities or other voluntary action, avoid or seek to avoid
      the observance or performance of any of the terms to be observed or performed
      hereunder by the Company but will at all times in good faith assist in the
      carrying out of all the provisions of this Section 11 and in the taking of
      all
      such action as may be necessary or appropriate in order to protect the exercise
      rights of the Holder against dilution or other impairment.

     

    
      
        
        

      

      
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    12. Piggy-Back
      Registration Rights. The
      Company agrees to include all the shares issuable upon exercise of this Warrant
      in the next registration statement that it files with the SEC (except for
      registrations on SEC Form S-4, S-8 or equivalent forms), subject to Rule 415
      under the Securities Act. 

     

    13. Saturdays,
      Sundays and Holidays.
      If the
      last or appointed day for the taking of any action or the expiration of any
      right granted herein shall be a Saturday, Sunday or legal holiday, then
      (notwithstanding anything herein to the contrary) such action may be taken
      or
      such right may be exercised on the next succeeding day that is not a Saturday,
      Sunday or legal holiday.

     

    14. Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of California applicable to agreements made and to be performed entirely
      within such State, without regard to the conflicts of law principles of such
      State.

     

    15. Binding
      Effect.
      The
      terms of this Warrant shall be binding upon and inure to the benefit of the
      Company and the Holder and their respective successors and assigns.

     

    IN
      WITNESS WHEREOF, UNITED HERITAGE CORPORATION has caused this Warrant to be
      executed by its officers thereunto duly authorized.

     

    
      	 Dated:	
               

            	 	 	 


    

    
      	 	 	 
	HOLDER: 
              Blackwood
              Ventures LLC	 	UNITED
              HERITAGE CORPORATION
	 	 	 
	By:	
               

            	 	By:	
               

            
	
              Name: 
                Kevin Friedmann 

              Its: 
                Partner

            	 	
                   Joseph
                F. Langston, Jr.

                Its: 
                Interim Chief Executive Officer

            


    

     

    
      
        
        

      

      
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    NOTICE
      OF EXERCISE

     

    (1) The
      undersigned hereby (A) elects to purchase _______ shares of Common Stock of
      UNITED HERITAGE CORPORATION, pursuant to the provisions of Section 3(a) of
      the
      attached Warrant, and tenders herewith payment of the purchase price for such
      shares in full, or (B) elects to exercise this Warrant for the purchase
      of_______ shares of Common Stock, pursuant to the provisions of Section 3(c)
      of
      the attached Warrant.

     

    (2) In
      exercising this Warrant, the undersigned hereby confirms and acknowledges that
      the shares of Common Stock to be issued upon exercise hereof are being acquired
      for investment, and that the undersigned will not offer, sell or otherwise
      dispose of any such shares of Common Stock except under circumstances that
      will
      not result in a violation of the Securities Act of 1933, as amended, or any
      applicable state securities laws.

     

    (3) Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

     

     

    
      
        	 	 	 
	 	
                (Name)

              	 


      

    

     

    
       

      
        
          	 	 	 
	 	
                  (Name)

                	 


        

      

    

     

    (4) Please
      issue a new Warrant for the unexercised portion of the attached Warrant in
      the
      name of the undersigned or in such other name as is specified
      below:

     

    
       

      
        
          	 	 	 
	 	
                  (Name)

                	 


        

      

    

     

    
       

      
        
          	 	 	 	 
	
                  (Date)

                	 	
                  (Signature)

                	 


        

      

    

     

    
      
        
        

      

      
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    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned registered owner of this Warrant hereby sells, assigns
      and transfers unto the Assignee named below all of the rights of the undersigned
      under the within Warrant, with respect to the number of shares of Common Stock
      set forth below:

     

    
      	
              Name
                of Assignee

            	 	
              Address

            	 	
              No.
                of Shares

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    and
      does
      hereby irrevocably constitute and appoint ____________________________ Attorney
      to make such transfer on the books of UNITED HERITAGE CORPORATION, maintained
      for the purpose, with full power of substitution in the premises.

     

    The
      undersigned also represents that, by assignment hereof, the Assignee
      acknowledges that this Warrant and the shares of stock to be issued upon
      exercise hereof are being acquired for investment, and that the Assignee will
      not offer, sell or otherwise dispose of this Warrant or any shares of stock
      to
      be issued upon exercise hereof except under circumstances which will not result
      in a violation of the Securities Act of 1933, as amended, or any applicable
      state securities laws. 

    


    Dated:
      _________________________

    
 

    
      
        	 	 	 
	 	
                Signature
                  of Holder

              	 


      

       

    

    
      
        
        

      

      
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