EXHIBIT 10.1


                            EMPLOYMENT  AGREEMENT

This  Agreement  is  entered effective the 1st day of April. 2001 by and between
United  Heritage  Corporation,  a  Utah corporation  ("UHCP")  National Heritage
Sales  Corporation  a  Texas  corporation  ("Heritage"),  and  Mark  Church,  an
individual  (the  "Employee")

                                    RECITALS

WHEREAS,  UHCP and the Employee entered  into a prior Consulting Agreement dated
July  18,  2000  ("Prior  Agreement")

WHEREAS,  the  parties desire to terminate the Prior Agreement and enter into an
employment  agreement;

WHEREAS,  the  partied  desire  to  enter  into this Agreement pursuant to which
Heritage  shall  employ  the  Employee;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of  which  are  acknowledged,  the  partied  agree  as  follows:

1. Employment. During the term of this Agreement, the Employee shall be employed
as  the President and Chief Executive Officer of Heritage. The Employee shall be
based  at  Heritage's  headquarters  in  Cleburne,  Texas,  although he may also
perform  his  duties at other locations acceptable to Heritage. His duties shall
include  (a) providing advise when reasonably requested by Heritage with respect
to  marketing  Heritage's meat products (the ("Products") to grocery chains  and
other  purchasers,  wholesale  or  retail,  of  Products,  (b)  coordinating all
activities  surrounding  the  buying,  preparing,  packaging  and  shipping  of
National's  Products,  and  (c) negotiating all sales of Products to food stores
and  through  food  brokers.  The  Employee  shall  be  subject to oversight  by
Heritage's Board of Directors. The Employee shall bear his own expenses provided
however  that the Employee's travel expenses incurred at the request of Heritage
and  for  its  exclusive  benefit  shall be reimbursed by Heritage. Other travel
expenses  incurred  by  the Employee in  pursuit of sales, either directly or by
brokers,  shall  be  paid  and  borne  by  the  Employee.

2. Compensation.  As the exclusive compensation for the services of the Employee
to  be  furnished under this Agreement, UHCP grants to the Employee an option to
purchase  510,000 shares of  the common stock, $0.001 par value per share, to be
issued  by  it  at  an exercise price of $1.50 per share. These options shall be
exercisable  as described below. The first installment of 210,000 options (i.e.,
options to purchase 210,000 shares) shall vest upon execution of this Agreement,
and  an  additional  150,000 options shall vest on  each of the first and second
anniversary  of  the  effective  date of this Agreement. All unexercised options
shall  expire  on the fifth anniversary of the effective date of this Agreement.

All  options  not previously exercisable shall become exercisable immediately if
(a) Walter G. Mize, persons controlled by him and his wife, brothers and his and
their  children  and grandchildren are no longer entitled to elect a majority of
the  members  of  the  Board  of  Directors


                                        1

<PAGE>


of  UHCP,  or  (b)  UHCP  to ceases to hold a majority of the outstanding common
stock  issued  by  Heritage.

UHCP  agrees  to  use  its  best efforts to cause the shares of its common stock
issued upon exercise of the options to be registered under the Securities Act of
1933,  as  amended,  on  Form  S-8.  In  the  event  that  this  registration is
unavailable,  the  Employee  and  UHCP  agree to use their best efforts to cause
these  shares  to be registered under the Securities Act of 1933, as amended, or
issued pursuant to an exemption from this registration requirement. The Employee
shall  be  paid  damages  arising  if UHCP fails to register these securities as
described  in  this  Section  2  for  a  period  of  one-hundred,  twenty  (120)
consecutive  days  or  longer.

The  Employee  shall  not  be  paid  any  cash  compensation  for  his services.

3.  Term.  Either party to this Agreement may terminate the Agreement by written
notice  delivered  to the other at least 90 days but no more than 180 days prior
to  the  effective  date  of  the termination. In addition, this Agreement shall
terminate  immediately  upon  the  death, or "disability" of the Employee or the
commission  of  any  act  that constitutes "cause". As used herein, "disability"
shall  mean  the  inability  of the Employee to perform substantially all of his
duties under this Agreement for a period of one-hundred twenty (120) consecutive
days,  as  determined  by  a  doctor  of  medicine  board-certified in a medical
specialty  related  to  the  cause of the disability. "Cause" shall mean (a) the
Employee's  commission  of  any fraudulent or deceptive act in the course of his
employment, (b)  the Employee undertakes any acts that reflect any  unfavorably,
upon  Heritage  or UHCP in a materiel respect or (a) the Employee commits an act
punishable  as  a  felony.

Upon  termination  of  the  Agreement by Heritage other than for cause all stock
options  shall  remain  in  effect.  Upon  termination  by  the  Employee,  all
unexercised  options  (whether  vested  or  not)  shall  immediately  terminate.
Termination  for  cause  also  terminates  all  stock  options granted hereunder
regardless  of  whether  then  exercisable.

4.  Confidentiality.  The Employee covenants and agrees that (a) all information
relating  to the production of Products (including contents, recipes, marinates,
marinating techniques, etc.) shall remain the property of UHCP and Heritage, and
(b)  neither  the  Employee  nor MC Development LLC, an entity controlled by the
Employee  ("Development"), shall  disclose  to any other person any propriety or
confidential  information  relating  to  the  Products  or  use  or  employ this
information  for  the  benefit of the Employee, Development or any other person.

5.  Public Company. The Employee acknowledges that he has been advised that UHCP
is  a  corporation  with  publicly traded common stock and he shall be deemed an
"officer"  of  UHCP  subject  to  the provisions of Section 16 of the Securities
Exchange  Act  of  1934,  as  amended, binding the legal obligations relating to
reporting  of  transaction  and  the  divestiture  of  "short - swing"  profits.

6.  Miscellaneous.  This Agreement shall be governed by the laws of the State of
Texas.  Exclusive  venue and  jurisdiction  for  any disputes arising under this
Agreement  shall  be  with  courts  of competent jurisdiction sitting in Johnson
County,  Texas.  All  notices  required  under

                                       2

<PAGE>


this  Agreement  shall  be  in writing and shall be delivered to the most recent
address  known  to  the  other party.

7.  Prior  Agreement.  Effective  April  1,  2001,  the Prior Agreement shall be
superceded  by  this  Agreement  and  all  stock options granted under the Prior
Agreement  shall  terminate  unexercised.

EXECUTED  as  of  the  date  first  written  above.


                         /s/  Mark  Church
                         _________________________
                         MARK  CHURCH

                         UNITED  HERITAGE  CORPORATION

                         By:  /s/  Walter  G.  Mize
                         _____________________________
                         Walter  G.  Mize,  Chairman  of  the  Board

                         NATIONAL  HERITAGE  SALES
                         CORPORATION


                         By:/s/  Walter  G.  Mize
                          ____________________________

                         Walter  G.  Mize,  Chairman  of  the  Board





                                        3
<PAGE>

AMENDED  AND  RESTATED  LETTER  AGREEMENT

As  of  April  1,  2001

MC  Development  LLC
8401  White  Oak  Avenue,  Suite  109
Rancho  Cucamonga,  CA  91730

Gentlemen:

     National  Heritage  Sales  Corporation  ("Heritage")  prepares and packages
certain  marinated  and  non-marinated  meat  products  under  the  trademarks
"Heritage"  "Heritage  Lifestyle"  and  other  related  marks (collectively, the
"Products")  for  sale  to grocery stores, other vendors, brokers and consumers.
M.C.  Development  LLC  ("Development")  has  knowledge  of  the  retail grocery
business  that  will  assist  Heritage  in  the  marketing of its Products. This
Agreement  will  confirm the agreement between Heritage and Development relating
to  the  sale  of  the  Products.

     1.  Rights.  Development  shall  have  the  right to market Products in the
United  States.  Development  shall  initiate  contact with purchasing and other
representatives  of  food stores and will make such presentations, tastings, and
other  promotional  activities  at its expense as it deems appropriate to market
the  products  to  these  stores.  Heritage  shall  commit  inventory  and other
resources,  as  it  deems appropriate to assist Development in its efforts under
this Agreement. All efforts by Heritage shall be at its expense. Notwithstanding
anything  herein to the contrary, the marketing services provided by Development
shall  not  include  the  services provided by Mark Church under that Employment
Agreement,  of  even  date,  with  National  and  its  parent,  United  Heritage
Corporation.

     2.  Standard  of  Conduct.  Development  shall  market  the  Products using
information,  data and marketing material furnished by Heritage, and Development
shall  not use any other material unless first approved by Heritage. All pricing
and terms quoted by Development shall be from lists established by Heritage, and
no  other  pricing  and  terms shall be quoted by Development without Heritage's
prior  written  consent. In all matters, Development shall act as an independent
contractor  and not as employee or servant of Heritage. All expenses incurred by
Development  in  connection  with  this  Agreement  shall  be  paid and borne by
Development.  Development  and  its  representatives  shall at all times comport
themselves  in  a manner reasonably expected to reflect favorably upon Heritage.

     3.  Commissions.  During the terms of this Agreement, Heritage shall pay to
Development  commissions  (the "Commissions") equal to $0.10 per pound (packaged
weight)  of  all  marinated  Products  sold to stores located  in California and
$0.03  per  pound (packaged weight) of marinated Products sold to stores located
outside of California. Also, Heritage shall pay to Development Commissions equal
to  $0.05  per  pound  (packaged  weight)  of  all  non-marinated Products sold,
regardless  of  location.  The  Commission  shall  be  made  by Heritage when it
receives  payment  from  the  Products  from  the  purchaser.

Page  1  of  3

<PAGE>

     4     Payments. In addition to the Commissions, Heritage shall make monthly
payments to Development in the amount of Seven Thousand ($7,000.00). These shall
be  paid  in  arrears  on  the  fifth  (5th)  day  of  each  month.

     5.     Termination.  Either  party  to  this  Agreement  may  terminate the
Agreement  by written notice delivered to the other at least 90 days but no more
than  180  days prior to the effective date if the termination. Upon termination
of  the  Agreement  by  Heritage,  Development  shall be entitled to receive all
Commission previously accrued and Commission computed in the  manner provided in
Section  3  for  all sales to all stores to which sales were made during the 180
days preceding the effective date of the date of termination and for a period of
up  to  two  (2)  years  thereafter, but only if Development continues to market
sales by Heritage to those stores. Upon termination by Development, it shall not
be paid any Commission for sales arising after the date of termination. Payments
under  Section  4  shall  accrue and be paid through the date of termination and
shall  then  terminate.

     6.     Subcontractors.  Development  shall  have  the  option  of retaining
subcontractors  to  perform  some or all of the duties of Development under this
Agreement.  Heritage  shall  have  the right  to demand the immediate removal of
each  subcontractor  for  reasonable  cause.  Development  shall  cause  all
subcontractors  to  comply  with  the  terms  and  provisions  of this Agreement
applicable  to  Development.

     7.     Indemnity.  Development  shall  indemnify and hold Heritage harmless
from  any losses or damages (including uncollectible accounts receivable created
by  Development  or  any  subcontractor  in  violation  of  this Agreement, lost
profits,  and  injury  to  name  and  reputation)  caused  by  any  conduct  by
Development  or one or more subcontractors that is in violation of the terms and
provisions  of  this  Agreement  applicable  to  Development.

     8.     Miscellaneous.  This  Agreement shall be governed by the laws of the
State  of Texas. Exclusive venue and jurisdiction for any disputes arising under
this Agreement shall be with courts of competent jurisdiction sitting in Johnson
County, Texas. All notices required under this Agreement shall be in writing and
shall  be  delivered  to  the most recent address known to the other party. This
Agreement amends and restates that certain Letter Agreement dated July 18, 2000,
between  Heritage  and  Development,  effective  April  1,  2001.

Executed  as  of  the  date  first  written  above.

               NATIONAL  HERITAGE  SALES  CORPORATION

               By:  /s/  Walter  G.  Mize
               ---------------------------------
               Walter  G.  Mize,  Chairman  of  the  Board

Page  2  of  3



<PAGE>

AGREED  AND  ACCEPTED:

M.  C.  DEVELOPMENT

By:  /s/  Mark  Church
     ___________________
     Member