S
      E C U R I T I E S

    110
      WALL STREET

    Twenty
      Seventh Floor

    New
      York, New York 10005

    212-400-4840

    


    MEMBER
      FINRA       
      MEMBER SIPC

    


    January
      16th
      2008

    


    CONFIDENTIAL

    Joseph
      F.
      Langston

    Interim
      Chief Executive Officer

    United
      Heritage Corporation

    1310
      West Wall

    Midland,
      Texas 79701

    


    Dear
      Mr.
      Langston:

    


    The
      purpose of this letter agreement (the “Agreement”) is to set forth the terms of
      the engagement by United Heritage Corporation (“UHCP” or the “Company”) of
      Chadbourn Securities, Inc. (“Chadbourn” or the “Agent”). During the Term
      (defined below), Chadbourn will act as the exclusive financial advisor to UHCP
      and assist the Company with respect to one or more proposed private placements
      of equity and/or debt securities (each a “Private Placement”), merger or
      acquisition of or by the Company (“Transaction”).

    


    
      	
              1.

            	
              Engagement.
                The Company hereby engages the Agent to act as its exclusive financial
                advisor and placement agent concerning: 

            
	 	 
	 	
              
                    The
                        Private Placement of UHCP’s equity and/or debt securities
                        (the “Securities”).
                        It is currently contemplated that the Private Placement
                        will be structured as an offering of equity and/or debt
                        securities that will be exempt from the registration/qualification
                        requirements of federal and state securities laws. The
                        final terms of the Private Placement, however, will be
                        negotiated between the Company and the investors / lenders
                        who purchase the Securities in the Private Placement.
                        The Agent is not authorized to act on behalf of the Company
                        in accepting any terms or conditions associated with the
                        issuance of the Securities. The Agent hereby accepts such
                        engagement on a “best efforts” basis upon
                        the terms and conditions set forth herein. It is understood
                        that the Agent’s engagement pursuant to this Agreement
                        does not constitute an agreement or a commitment, express
                        or implied, by the Agent or any of the Agent’s affiliates
                        to underwrite, purchase or place any Securities or otherwise
                        provide financing to the Company.

                

                
Initials:
                UHCP_____/Chadbourn_____  Date:
                UHCP_____/Chadbourn

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    United
      Heritage Corporation


1/16/2008

    Page
      2 of 10


    
      	 	 
	
              2.

            	
              Term. The
                term of this Agreement will end 6 months from the date of this letter,
                unless extended by mutual consent of the parties, subject to the
                provisions of Section 7 (the “Term”).

            
	 	 
	 	 
	
              3.

            	
              Services.
                In
                undertaking this assignment, the Agent will provide the following
                services
                to the Company, subject to the provisions of Sections 4 and
                7:

            


    

    


    
      	 	
              (a)

            	
              advise
                the Company as to the structure, form and appropriate amount of any
                investment to be accepted in a Private Placement,
                

            


    

    


    
      	 	
              (b)

            	
              advise
                on the formulation of a strategy and the development of procedures
                and
                timetables for marketing the Company to potential investors / potential
                lenders;
                

            


    

    


    
      	 	
              (c)

            	
              assist
                the Company’s management in making presentations to potential
                investors/ potential lenders;
                

            


    

    


    
      	 	
              (d)

            	
              assist
                in identifying suitable strategic partners, and qualify them as to
                their
                ability to consummate a Transaction and/or expand the Company’s business
                and operations;

            


    

    


    
      	 	
              (e)

            	
              assist
                in negotiating, structuring, reorganizing or restructuring of the
                Company
                as needed to consummate a Transaction or Private
                Placement;

            


    

    


    
      	 	
              (f)

            	
              coordinate
                due diligence investigations of or by the Company with regard to
                a
                proposed Private Placement or Transaction;


            


    

    


    
      	 	
              (g)

            	
              prepare,
                with the assistance of the Company, a management presentation or
                executive
                summary describing the Company;

            


    

    


    
      	 	
              (h)

            	
              at
                its discretion, provide other services as requested by the
                Company.

            


    

    


    
      	
              4.

            	
              Certain
                Agreements of the Company.
                The
                Company:

            


    

    


    
      	
              (a)

            	
              agrees
                to make available to the Agent all information concerning the business,
                assets, operations and financial condition of the Company, which
                the Agent
                reasonably requests in connection with the performance of its obligations
                hereunder. The Company will make members of management and other
                employees
                available to the Agent for purposes of satisfying the Agent’s due
                diligence requirements and consummating the Private Placement and
                will
                commit such time and other resources as are necessary or appropriate
                to
                secure reasonable and timely success of the Private Placement.
                

            
	 	 


    

     

     

    Initials:
      UHCP_____/Chadbourn_____  Date:
      UHCP_____/Chadbourn

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      United
        Heritage Corporation


    1/16/2008

      Page 3
        of 10

    

     

    
      	 	 
	
              (b)

            	
              agrees
                that all information furnished to the Agent in connection with this
                Agreement will be accurate and complete in all material respects
                at the
                time provided and that if such information, in whole or in part,
                becomes
                materially inaccurate, misleading or incomplete during the Term of
                the
                Agent’s engagement hereunder, the Company will promptly advise the Agent
                in writing and correct any such inaccuracy or omission;

            
	 	 
	
              (c)

            	
              agrees
                that the management presentation, executive summary and all other
                information provided to potential investors/potential lenders will
                be
                accurate and complete in all material respects and will not contain
                an
                untrue statement of material fact or omit to state a material fact
                required to be stated herein, or necessary to make the statement
                therein,
                in light of circumstances under which they are made, not
                misleading

            


    

    


    5.            
      Fees.
      In
      consideration for the services provided by the Agent, the Company hereby agrees
      to pay the Agent the following fees:

    


    (a)The
      Private Placement Cash Fee. 

    


    (i)
      If the
      Company consummates during the Term the sale of any equity and/or equity-linked
      securities, which include common or preferred stock, securities convertible
      into
      common or preferred stock, warrants or other equity linked securities with
      the
      exception of up to $500,000 of securities to be sold to affiliates of the
      Company and any other investors introduced to the Company by the Company’s
      management or significant shareholders (the “Equity Securities”), the Company
      will pay to the Agent, upon the closing of each such Private Placement, a cash
      placement fee equal to 8% of the gross proceeds to the Company up to $5MM and
      4.00% on any financing amount in excess of $5MM.

    


    (ii)
      If
      the Company consummates during the Term any non-convertible Subordinated Debt,
      the Company will pay to the Agent, upon the closing of each such Private
      Placement, a placement fee equal to 8% of the amount funded to the Company.
      With
      respect to any non-convertible Subordinated Debt with attached equity interests
      in the Company, Agent will receive, in addition to the foregoing 8% fee, 8%
      of
      the number of securities attached thereto, in the same form received by the
      lenders. For example, if the Company issues warrants to the lenders to purchase
      100,000 shares of Common Stock, Agent will receive warrants, in the same form
      and on the same terms, to purchase 8,000 shares of Common Stock. “Subordinated
      Debt” includes any debt subordinate in rank to the Company’s Senior Debt (as
      defined below). 

    


    (iii)
      If
      the Company consummates during the Term any non-convertible Senior Debt, the
      Company will pay to the Agent, upon the closing of each such Private Placement,
      a placement fee equal to 2% of the amount funded to the Company. With respect
      to
      any non-convertible Senior Debt with attached equity interests in the Company,
      Agent will receive, in addition to the foregoing 2% fee, 8% of the number of
      securities attached thereto, in the same form received by the
      lenders.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      United
        Heritage Corporation


    1/16/2008

      Page 4
        of 10

    

     

     

     

    For
      example, if the Company issues warrants to the lenders to purchase 100,000
      shares of common stock, Agent will receive warrants, in the same form and on
      the
      same terms, to purchase 8,000 shares of Common Stock. “Senior Debt” includes any
      debt that has a first priority lien on the Company’s assets or is senior in rank
      to any mezzanine debt of the Company.

     

    Initials:
      UHCP_____/Chadbourn_____  Date:
      UHCP_____/Chadbourn


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      United
        Heritage Corporation


    1/16/2008

      Page 5
        of 10


    

    


    The
      Company will pay all cash fees to Chadbourn in US Dollars via wire transfer
      at
      each applicable closing, to a bank account(s) designated by the
      Agent.

    


    In
      the
      event that any fees due Chadbourn are not paid or issued in full when due,
      the
      Company will also be liable to Chadbourn for interest on the value of the fees
      due at the annual rate of three percent over the prime rate, accruing on a
      daily
      basis from the date on which such fees are due and unpaid, plus all of
      Chadbourn's reasonable legal fees and expenses in connection with collection
      of
      said fees.

    


    (b)
      Warrants. The
      Company agrees to issue to the Agent, concurrently with the successful
      completion of a Private Placement contemplated by Paragraph 5(a) above, Common
      Stock Warrants ("Warrants") covering shares of Common Stock equal to 8% of
      the
      number of shares of common stock actually issued in the Private Placement,
      or in
      the case of preferred stock 8% of the number of shares of common stock into
      which the preferred stock so issued is initially convertible, or in the case
      of
      convertible debentures 8% of the number of shares of common stock into which
      such debentures are initially convertible. All shares of Common Stock issuable
      upon the exercise of such Warrants will be issuable out of the authorized
      unissued shares of Common Stock of the Company. Such Warrants will have terms
      that are commensurate with the Securities sold in such Private Placement. For
      example, if the structure of the contemplated offering is a convertible
      debenture with a three year term, the Agent’s Warrants will also have a three
      year term. The Warrants will be non-transferable except to (i) successors to
      the
      Agent in merger or consolidation; (ii) purchasers of substantially all of the
      Agent’s assets; (iii) officers, directors, employees, or agents of the Agent;
      and (iv) shareholders of the Agent or shareholders or partners of its
      transferees in the event of liquidation or dissolution. The Warrants will
      contain provisions which require the Company to register the shares underlying
      the Warrants whenever
      either the Company or another investor initiates a registration with
      the
      Securities and Exchange Commission (the “SEC”), The exercise price of the
      Warrants is equal to one hundred percent (100%) of the price of the Common
      Stock
      issued in the private placement, or in the case of convertible preferred stock
      or convertible debentures, the initial conversion price of such convertible
      Securities. The exercise price and the number of shares of Common Stock issuable
      upon exercise of the Warrants will be subject to customary adjustment in the
      case of stock splits, combinations and recapitalizations of the Company. The
      Warrants will have a customary cashless exercise provision. 

    


    If
      the
      fair market value of one share of Common Stock is greater than the exercise
      price of that share (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
      cancelled) by surrender of this Warrant at the principal office of the
      Corporation together with the properly endorsed Subscription Form in which
      event
      the Corporation will issue to the holder a number of shares of Common Stock
      computed using the following formula:

     

    Initials:
      UHCP_____/Chadbourn_____  Date:
      UHCP_____/Chadbourn


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      United
        Heritage Corporation


    1/16/2008

      Page 6
        of 10


    

     

    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 the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being exercised (at the date of such
                calculation);

            


    

     

    
      	 	
              A=

            	
              the
                fair market value of one share of the Corporation’s Common Stock at the
                date of exercise;

            


      	 	 	 


      	 	B=	exercise price (as adjusted to the date of such
              calculation).


    

    
 

    The
      Company will send to the Agent, by registered mail, unless otherwise instructed
      by Chadbourn, all equity/or equity-related compensation within 30 days of the
      closing of an applicable Private Placement or Transaction facilitated by the
      Agent. 

    


    (c)
      Tail.
      If any
      Strategic Partners or Potential Investors / Potential Lenders that were
      contacted by the Agent or that purchased Securities in a Private Placement,
      during the term of this Agreement, make an equity and/or debt investment(s)
      in
      the Company within 12 months from the closing date of the Private Placement
      or
      expiration of this Agreement, the Agent will be paid an additional placement
      fee
      under the same terms for each security class as specified in paragraphs 5(a)
      and
      (b) above... 

    


    (d)
      Retainer.
      In
      consideration for the services rendered by the Agent pursuant to this Agreement,
      the Company agrees to pay the Agent a monthly fee of $15,000, which the Agent
      may elect to have paid in common stock of the Company valued at the average
      volume weighted average price of the common stock for the 5 trading days
      preceding the end of the applicable month of service, provided that the first
      payment shall be due upon execution of this Agreement. The cash value of the
      fees (as calculated pursuant to the preceding sentence in the case of stock
      payments) will be deducted from the fees specified in paragraph 5(a).


     

    (e) Merger/Acquisition.
      The
      Company agrees to pay to the Agent a fee equal to 2.5% of the aggregate value
      of
      cash and/or stock received by or paid to the Company pursuant to any sale,
      merger, or acquisition facilitated by the Agent during the Term and/or for
      12
      months after the termination of this of this Agreement.

     

     

     

     

    Initials:
      UHCP_____/Chadbourn_____  Date:
      UHCP_____/Chadbourn

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      United
        Heritage Corporation


    1/16/2008

      Page 7
        of 10


    

    


    
      	
              6.

            	
              Expenses.
                In
                addition to any fees that may be payable hereunder and regardless
                of
                whether any proposed transaction is consummated, the Company hereby
                agrees
                to reimburse the Agent for all reasonable travel, legal and other
                out-of-pocket expenses incurred in performing the services described
                herein, including reasonable fees and disbursements of the Agent’s legal
                counsel. The Agent will not either incur any single expense item
                over $100
                or incur aggregate expenses under this Agreement in excess of $1,000
                without the prior approval of the Company. 

            
	 	 
	 	 
	
              7.

            	
              Termination.
                The Agent’s engagement under this letter agreement may be terminated on
                either the Company's or the Agent’s written request with 30 days notice;
                provided,
                however,
                that the provisions of Sections 5 through 14, inclusive of this letter
                agreement and the indemnification provisions of the separate letter
                agreement referenced in Section 17 hereof, and all of the Agent’s rights
                under all of such provisions, will survive the expiration or termination
                of this engagement and the consummation of any Private Placement
                by the
                Company. Termination will not affect the right of the Agent to receive
                any
                fees payable hereunder, any fees which have accrued prior to such
                termination, or the right of the Agent to receive reimbursement for
                its
                out-of-pocket expenses described above. It is expressly understood
                that
                neither the Agent nor the Company will have any continuing obligation
                or
                liability to one another under this Agreement upon termination hereof,
                except in respect of the matters specifically referenced in this
                Section
                8.

            
	
              8.

            	
              Disclosure. 

            
	 	 
	
              (a)

            	
              Restrictions
                on Agent.
                Agent recognizes that its relationship with Company will give it
                access to
                Confidential Information (as hereinafter defined). Consequently,
                during
                the Term and for the one (1) year period immediately thereafter,
                Agent
                will not use or disclose to any prospective investor or other third
                party
                any Confidential Information, unless or until such third party agrees
                in
                writing to be bound by the terms of this confidentiality provision.
                “Confidential Information” shall include but not be limited to, any
                information concerning Company’s processes, products, services,
                inventions, purchasing, accounting, marketing, selling methods and
                techniques, research and development, computer programs, purchasing
                information, ideas and plans for development, historical financial
                data
                and forecasts, long range plans and strategies, customer lists, and
                any
                other information related to Company’s customers, and any such other
                information concerning the business of Company or its manner of operation
                which is not generally known in the industry. Confidential Information
                shall not include any information that: (i) is or subsequently becomes
                publicly available without Agent’s breach of this Agreement; (ii) was in
                Agent’s possession at the time of disclosure and was not acquired from
                Company; (iii) is received from third parties, and is rightfully
                in the
                possession of such third parties and not subject to a confidentiality
                obligation of third parties; (iv) is required by law to be disclosed
                (with
                prior notice to Company); or (v) is intentionally disclosed without
                restriction by Company to a third
                party.

            


    

     

     

    Initials:
      UHCP_____/Chadbourn_____  Date:
      UHCP_____/Chadbourn


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      United
        Heritage Corporation


    1/16/2008

      Page 8
        of 10


    

    


     

    (b) Restrictions
      on Company.
      The
      Company agrees that, except as required by applicable law or regulation, any
      advice to be provided by the Agent under this Agreement will not be disclosed
      publicly or made available to third parties without the prior approval of the
      Agent, which approval will not be unreasonably withheld.

    


    
      	
              9.

            	
               Complete
                Agreement.
                This Agreement, together with the separate indemnity letter, incorporates
                the entire agreement of the parties with respect to the subject matter
                of
                this Agreement, and may not be amended or modified except in writing.
                

            
	 	 
	
              10.

            	
              Enforceability
                and Governing Law.
                The invalidity or unenforceability of any provision of this Agreement
                will
                not affect the validity or enforceability of any other provision
                of this
                Agreement which will remain in full force and effect. This Agreement
                will
                be governed by and construed in accordance with the laws of the State
                of
                New York, without regard to the conflicts of law provisions thereof.
                Venue
                for any legal proceedings under this Agreement shall be in the state
                or
                federal courts located in the City of New York, New York, Borough
                of
                Manhattan. 

            
	 	 
	
              11.

            	
              Successors
                or Assigns.
                The benefits of this letter agreement and the separate indemnity
                letter
                will inure to the benefit of respective successors and assigns of
                the
                parties hereto and of the indemnified parties hereunder and thereunder
                and
                their successors and assigns and representatives, and the obligations
                and
                liabilities assumed in this Agreement by the parties hereto will
                be
                binding upon their respective successors and assigns. 

            
	 	 
	
              12.

            	
              Waivers.
                No
                waiver of any of the provisions of this Agreement will be deemed
                or will
                constitute a waiver of any other provision, whether or not similar,
                nor
                will any waiver constitute a continuing waiver. No waiver will be
                binding
                unless executed in writing by the Party making the waiver.
                

            
	 	 
	
              13.

            	
              Attorney’s
                Fees. If
                any legal action or proceeding is brought for the enforcement or
                for a
                declaration of rights and duties under this Agreement, or because
                of an
                alleged dispute, breach, default or misrepresentation in connection
                with
                any of the provisions of this Agreement, the successful or prevailing
                Party or Parties will be entitled to recover reasonable attorney’s fees
                and other costs incurred in that action or proceeding, in addition
                to any
                other relief to which the successful or prevailing Party or Parties
                may be
                entitled.

            
	 	 
	
              14.

            	
              Force
                Majeure.
                The
                Agent’s failure to perform any term or condition of this Agreement as a
                result of conditions beyond its control such as, but not limited
                to, war,
                acts of God, governmental restrictions, power failures, market conditions
                or damage or destruction of network facilities or servers, will not
                be
                deemed a breach of this Agreement.

            
	 	 
	
              15.

            	
              Counterparts. This
                Agreement may be executed and initialed in one or more counterparts,
                each
                of which will be deemed an original and all of which taken together
                will
                constitute one and the same instrument.

            
	 	 


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      United
        Heritage Corporation


    1/16/2008

      Page 9
        of 10

    

     

    
      	 	 
	
              16.

            	
              Indemnification.
                The Company agrees to enter into separate letter agreements with
                the Agent
                dated the date hereof, providing for indemnification of the Agent
                by the
                Company in connection with the Agent’s engagement hereunder. The
                obligations contained in such letter will remain operative regardless
                of
                any expiration, termination or cancellation of the Agent’s services
                hereunder and regardless of the consummation of any transaction
                contemplated hereby. 

            


    

     

    Initials:
      UHCP_____/Chadbourn_____  Date:
      UHCP_____/Chadbourn

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      United
        Heritage Corporation


    1/16/2008

      Page 10
        of 10

    

     

    If
      the
      terms of our Agreement as set forth in this letter are satisfactory, kindly
      initial and sign the enclosed copy of this letter and indemnification agreement
      and return them to us. We look forward to working with you on this assignment
      and appreciate the opportunity to be of service.

    


    


    
      	 	 	
              Very
                truly yours,

            
	 	 	     
	 	 	
              Chadbourn
                Securities, Inc.

            
	 	 	   
	 	 	   
	 	 	   
	 	 	     
	 	 	
              By:
                /s/ Trent
                Gunter                        
                

            
	 	 	
              Trent
                Gunter

            
	 	 	
              President

            
	 	 	   
	 	 	   
	 	 	    
	 	 	   
	 	 	    
	
              Accepted
                and Agreed to:

            	 	     
	
              United
                Heritage Corporation

            	 	 
	 	 	 
	
              By:
                ______________________

            	 	 
	
              Name:
                ____________________

            	 	 
	
              Title:
                ____________________ 

            	 	 


    

    


    Initials:
      UHCP_____/Chadbourn_____  Date:
      UHCP_____/Chadbourn