Amendment
to Consulting Agreement

    


    Whereas,
Glen Rose Petroleum Corporation and Blackwood Capital, Ltd. have entered into
Consulting Agreement dated January 15, 2008 (“Consulting
Agreement”).

    


    Whereas,
the parties have mutually determined to amend the Consulting Agreement to cover
the additional services of Mr. Andrew Taylor-Kimmins provides to the Company as
an officer and director, to extend the term of the Agreement, to provide a new
notice designation for the Company, and to account for the reincorporation and
name change from United Heritage Corporation to Glen Rose Petroleum
Corporation.

    


    NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and covenants herein
contained, it is agreed to amend the Consulting Agreement as
follows:

    


    References to United Heritage
Corporation in the Consulting Agreement are hereby deemed to be references to
Glen Rose Petroleum Corporation, a Delaware Corporation.

    


    Sections
2, 3 and 19 of the Consulting Agreement are hereby amended and restated to
state:

    


    2.          
Services. The
Consultant agrees, to the extent reasonably required in the conduct of the
business of the Company, to provide the Company with its judgment and experience
with respect to business development services for the Company as it reasonably
requests. The services may include, without limitation, the
following:

     

    
      	
               
      

            	
              (a)

            	
              Review
      business plans and projections;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Review
      and analyze financial data;

            


    

     

    
      	 
      	
              (c)

            	
              Advise
      on the Company’s capital structure and on alternatives structures for
      raising capital;

            


    

     

    
      	 
      	
              (d)

            	
              Review
      and advise on prospective mergers and
  acquisitions;

            


    

     

    
      	 
      	
              (e)

            	
              Advise
      on issues relating to public
offerings;

            


    

     

    
      	 
      	
              (f)

            	
              Advise
      the Company on debt refinancing;

            


    

     

    
      	 
      	
              (g)

            	
              Review
      managerial needs and advise with respect to managerial candidates;
      and

            


    

     

    
      	 
      	
              (h)

            	
              Advise
      on issues relating to financial public
  relations.

            


    

    


    
      	 
      	
              (i)

            	
              Andrew
      Taylor-Kimmins, a principal of Consultant, serving as a member of the
      Company’s Board of Directors.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              (j)

            	
              Andrew
      Taylor-Kimmins, a principal of Consultant, serving as the Company’s
      president and chief financial
officers

            


    

    


    3.            Term.  The
Consultant’s retention hereunder shall be for a term of one year commencing on
the date of this Agreement until terminated in accordance with the terms of this
Agreement (the “Term”).  This Agreement was renewed effective January
15, 2009 through the period of January 15, 2010 and is renewable for one-year
terms thereafter at the determination of the Board of Directors.  This
Agreement may be terminated by either party upon 45 days written notice to the
other.  No termination shall affect the Company’s obligation to pay
compensation owing pursuant to Paragraph 4.

    


    19.  Notices. All notices,
requests, consents, and other communications hereunder shall be in writing,
shall be addressed to the receiving party’s address set forth below or to such
other address as the party may designate by notice hereunder, and shall be
either (a) delivered by hand, (b) sent by recognized overnight courier, (c) sent
by facsimile transmission, or (d) sent by registered or certified mail, return
receipt requested, postage prepaid.

    


    
      	
              If
      to the Consultant:

            
	 
      	 
      
	 
      	
              BLACKWOOD
      CAPITAL LIMITED

            
	 
      	
              14
      Rue du Rhone

            
	 
      	
              Geneva,
      CH-1200

            
	 
      	
              Attn:
      Andrew Taylor-Kimmins

            
	
               
      

            	 
      
	
              If
      to the Company:

            
	 
      	 
      
	 
      	
              GLEN
      ROSE PETROLEUM CORPORATION

            
	 
      	
              c/o
      Weisshorn Management

            
	 
      	
              400 Rella
      Blvd.

            
	 
      	
              Montebello, NY
      10901

            
	 
      	
              Attn:
      Walter Reissman

            
	 
      	
              Facsimile:
      845-368-0071

            


    

     

    All
notices, requests, consents and other communications hereunder shall be deemed
to have been given (i) if by hand, at the time of delivery thereof to the
receiving party at the address of such party set forth above, (ii) if sent by
overnight courier, on the next business day following the day such notice is
delivered to the courier service, (iii) sent by facsimile transmission, at the
time the receipt thereof has been acknowledged by electronic confirmation of
otherwise, or (iv) if sent by registered of certified mail, on the fifth
business day following the day such mailing is sent. The address of any party
herein may be changed at any time by written notice to the parties in accordance
with the preceding provisions.


    
      
         


      

      
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                        GLEN
      ROSE PETROLEUM CORPORATION 

                      
	 
      	 
      	 
      
	 
      	
                        By:  

                      	  
      
	 	 	 
	 
      	
                        Name:
      Paul K. Hickey

                      
	 
      	
                        Title:
      Chair of Executive Committee of Board
    of  Directors

                      


              

            

          

        

      

    

     

    
      
        
          
            	 
      	
                    BLACKWOOD
      CAPITAL LIMITED

                  
	 
      	 
      	 
      
	 
      	
                    By:  

                  	
                      
      

                     

                  
	 
      	
                    Name:
      Andrew Taylor-Kimmins

                  
	 
      	
                    Title:
      Authorized
Signatory

                  


          

        

      

    

     

    
      
         


      

      
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