THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”), 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 THE ACT AND
      APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 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 ___________ Shares of

            
	
              Dated:
                __________, 2007

            	
              Common
                Stock (subject to adjustment)

            


    

     

     

    WARRANT
      TO PURCHASE COMMON STOCK

    of

    UNITED
      HERITAGE CORPORATION 


     

    This
      certifies that, for value received, ______________, or its registered assigns
      (the “Holder”)
      is
      entitled, subject to the terms set forth below, to purchase from United Heritage
      Corporation, a Utah corporation (the “Company”),
      up to
      ______________ shares of common stock, par value $0.001 per share (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 Notice of Exercise form annexed hereto duly executed, and simultaneous
      payment therefor in lawful money of the United States or otherwise as
      hereinafter provided, at the Exercise Price 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 herein. The term “Warrant” as used herein
      shall include this Warrant and any warrants delivered in substitution or
      exchange therefor as provided herein. This Warrant is being issued pursuant
      to
      the Securities Purchase Agreement by and between the Company and the Holder,
      and
      in connection with the corresponding Subscription Application of the Holder,
      each of even date herewith. Capitalized terms used but not otherwise defined
      herein shall have the meaning ascribed to them in the Securities Purchase
      Agreement.

     

    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 the five (5) year anniversary
      of
      the Warrant Issue Date (the “Term”),
      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.
      Vesting
      and Exercise of Warrant.

     

    (a) Exercisability. Notwithstanding
      anything herein to the contrary, this Warrant is not immediately exercisable,
      and will only become exercisable (“Vest”) when the Company has obtained
      effective stockholder Consent to the issuance hereof as required pursuant to
      and
      in accordance with applicable federal securities laws and the rules and
      regulations of any national securities exchange or inter-dealer quotation system
      upon which the Company’s Common Stock is then traded.

     

    (b) Exercise
      of Warrant.

     

    (i) Method
      of Exercise.
      Subject
      to section 3(a) above, 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, 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 payment in cash by
      wire
      transfer or by check acceptable to the Company of the purchase price of the
      shares to be purchased.

     

    (ii) 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
      reported by Bloomberg L.P. for the five (5) trading days prior to the date
      of
      the Company’s receipt of this Warrant and delivery of the properly endorsed
      Notice of Exercise and notice of Holder’s election to exercise without
      cash.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c) 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 Warrant Shares 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 Warrant 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 remaining number of Warrant Shares for which this Warrant may then be
      exercised.

     

    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 the Warrant Shares 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (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 Warrant Shares 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.

     

    (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. Upon
      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 Warrant Shares to be issued upon exercise hereof are being acquired for
      investment purposes, and that the Holder will not offer, sell or otherwise
      dispose of this Warrant or any Warrant Shares 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 Warrant Shares 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    8. Reservation
      of Stock. The
      Company covenants that during the Term, the Company will reserve from its
      authorized and unissued Common Stock a sufficient number of shares to provide
      for the issuance of the Warrant Shares upon the exercise of this Warrant and,
      from time to time, will take all steps necessary to amend its Certificate or
      Articles of Incorporation (the “Certificate”)
      to
      provide sufficient reserves of Warrant Shares issuable upon exercise of this
      Warrant. The Company further covenants that all Warrant Shares 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 the Warrant Shares upon the exercise of this
      Warrant.

     

    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,

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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
      20
      days prior to the record date specified in (A) above or 30 days prior to the
      date specified in (B) above.

     

    10. Amendments
      and Waivers.

     

    (a) Except
      as
      provided in 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.

     

    (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 (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
      fair market value of such consideration shall be determined in accordance with
      Section 3(b)(ii). 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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (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.

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (f) No
      Impairment.
      The
      Company will not, by amendment of its charter or through reorganization,
      consolidation, merger, dissolution, sale of assets or any other voluntary
      action, avoid or seek to avoid the observance or performance of any of the
      terms
      of this Warrant, but will at all times in good faith assist in the carrying
      out
      of all such terms and in the taking of all such action as may be necessary
      or
      appropriate in order to protect the rights of the holder of this Warrant against
      impairment.

     

    12. 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.

     

    13. Call
      Provision.
      If,
      after the Warrant Issue Date and the date when all the shares underlying this
      Warrant Vest, the closing price of the Common Stock for each of 20 consecutive
      trading days (the “Measurement
      Period”,
      which
      20 consecutive trading day period shall not have commenced prior to the Warrant
      Issue Date) equals or exceeds 214.29% of the then Exercise Price (the
“Threshold
      Price”),
      at
      any time during a calendar month commencing after December 31, 2007, the Company
      shall have the right, within one trading day following the end of such
      Measurement Period, to call for cancellation all or any portion of this Warrant
      for which a Notice of Exercise has not yet been delivered by the Holder (such
      right, a “Call”).
      To
      exercise this right, the Company shall deliver to the Holder an irrevocable
      written notice (a “Call
      Notice”),
      indicating therein the portion of the unexercised portion of this Warrant to
      which such notice applies, along with cash consideration equal to $.001 for
      each
      Warrant Share subject to the Call. Any portion of this Warrant subject to such
      Call Notice for which a Notice of Exercise shall not have been received by
      the
      Call Date will be cancelled at 5:00 p.m. (Eastern Standard Time) on the tenth
      trading day after the date the Call Notice is received by the Holder (such
      date
      and time, the “Call
      Date”).
      Any
      unexercised portion of this Warrant to which the Call Notice does not pertain
      will be unaffected by such Call Notice. In furtherance thereof, the Company
      covenants and agrees that it will honor all Notices of Exercise with respect
      to
      Warrant Shares subject to a Call Notice that are tendered through 5:00 p.m.
      (Eastern Standard Time) on the Call Date. The parties agree that any Notice
      of
      Exercise delivered following a Call Notice which Calls less than all the
      Warrants shall first reduce to zero the number of Warrant Shares subject to
      such
      Call Notice prior to reducing the remaining Warrant Shares available for
      purchase under this Warrant. For example, if (x) this Warrant then permits
      the
      Holder to acquire 100 Warrant Shares, (y) a Call Notice pertains to 75 Warrant
      Shares, and (z) prior to 5:00 p.m. (Eastern Standard Time) on the Call Date
      the
      Holder tenders a Notice of Exercise in respect of 50 Warrant Shares, then (1)
      on
      the Call Date the right under this Warrant to acquire 25 Warrant Shares will
      be
      automatically cancelled, (2) the Company, in the time and manner required under
      this Warrant, will have issued and delivered to the Holder 50 Warrant Shares
      in
      respect of the exercises following receipt of the Call Notice, and (3) the
      Holder may, until the last day of the Term, exercise this Warrant for 25 Warrant
      Shares (subject to adjustment as herein provided and subject to subsequent
      Call
      Notices). Subject again to the provisions of this Section 2(f), the Company
      may
      deliver subsequent Call Notices for any portion of this Warrant for which the
      Holder shall not have delivered a Notice of Exercise.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    14. Governing
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Delaware 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.


     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     


    IN
      WITNESS WHEREOF,
      United
      Heritage Corporation has caused this Warrant to be executed by its officers
      thereunto duly authorized.

     

    
      	
              Dated:
                ________________________

            	 	 	 
	 	 	 	
              UNITED
                HERITAGE CORPORATION

            
	
              HOLDER:
                ________________________

            	 	 	 
	 	 	 	 
	By:	 	By:	 
	
              
                

              

              Name:
                

              Its:
                

            	 	 	
              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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(b)(i) 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(b)(ii) 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 purposes, 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 purposes, 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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