EX 10.3


    AGREEMENT
      TO CONVERT DEBT

    


    This
      Agreement to Convert Debt (the “Agreement”) is made as of December 19, 2007 (the
“Effective Date”) by and between Blackwood Ventures LLC (“Blackwood”) and United
      Heritage Corporation, a Utah corporation (the “Company”).

    


    RECITALS

    


    A. The
      Company owes Blackwood $39,000 (the “Debt Amount”) as of September
      26th,
      2007,
      for the payment of accounts payable discharged by Blackwood on behalf of the
      Company acknowledged in the debt obligation dated September 26th,
      2007.

    


    B. Blackwood
      is the majority shareholder of the Company.

    


    C. The
      Company wishes to pay the Debt Amount by issuing securities to Blackwood and
      Blackwood has agreed to accept the Company’s securities as full and final
      payment of the Debt Amount, in accordance with the terms of this
      Agreement.

    


    Therefore,
      the Company and Blackwood agree as follows:

    


    AGREEMENT

    


    1. Issuance
      of Securities; Cancellation of Debt.

    


    (a) Securities
      to be Issued.
      Blackwood agrees to accept, and the Company agrees to issue to Blackwood, as
      full and final payment of the Debt Amount, 48,750
      restricted shares (the “Shares”) of the Company’s common stock (“Common Stock”),
      and a warrant, in the form attached hereto as Exhibit
      A,
      to
      purchase 36,563
      shares
      of Common Stock at an exercise price of $1.40 per share (the “Warrant”).


    


    (b) Shareholder
      Approval.
      In its
      capacity as majority shareholder of the Company, Blackwood hereby consents
      to
      the issuance of the Shares and the Warrant. If the Company determines after
      consultation with its legal counsel that shareholder approval of the issuance
      of
      the Shares and the Warrant is necessary or advisable in light of Nasdaq
      Marketplace Rule 4350, then the Company agrees to file with the SEC an
      Information Statement on Schedule 14C relating to the foregoing consent (the
      “14C”) no later than January 11, 2008. In the event the SEC comments to the 14C,
      the Company agrees to respond to and resolve such comments to the SEC’s
      satisfaction as soon as commercially practicable thereafter.

    


    (c) Delivery
      of Securities; Cancellation of Debt Amount.
      Upon
      obtaining shareholder approval in accordance with applicable federal securities
      laws, as contemplated in Section 1(b) above, the Company will instruct its
      transfer agent to deliver to Blackwood, at 230
      Park
      Avenue, 10th Floor, New York, NY 10169 ,
      a
      certificate in the name of Blackwood representing the Shares, along with an
      original execution copy of the Warrant registered in Blackwood’s name. Upon
      receipt of the Shares and the Warrant, Blackwood will record the payment of
      the
      Debt Amount on its books and records.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. Representations
      by Company.

    


    The
      Company hereby represents and warrants to Blackwood as follows:

    


    (i) The
      Company is duly organized, validly existing and in good standing under the
      laws
      of the State of Utah.

    


    (ii) The
      Company has all requisite power and authority (corporate or otherwise) to
      execute, deliver and perform this Agreement and the transactions contemplated
      hereby, and the execution, delivery and performance by the Company of this
      Agreement has been duly authorized by all requisite action by the Company and
      this Agreement, when executed and delivered by the Company, constitutes a valid
      and binding obligation of the Company, enforceable against the Company in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or other similar laws
      affecting creditors' rights and remedies generally, and subject, as to
      enforceability, to general principles of equity (regardless of whether
      enforcement is sought in a proceeding at law or in equity).

    


    (iii) The
      execution, delivery and performance by the Company of this Agreement have been
      duly authorized by all requisite corporate action of the Company; and this
      Agreement has been duly executed and delivered by the Company.

    


    (iv) The
      Shares and, when issued, the shares issuable upon exercise of the Warrant (the
      “Warrant Shares”), will be duly and validly issued, fully paid and
      nonassessable, and free of any liens or encumbrances.

    


    3. Representations
      by Blackwood.

    


    Blackwood
      hereby represents and warrants to the Company as follows:

    


    (i) Blackwood
      has all requisite power and authority (corporate or otherwise) to execute,
      deliver and perform this Agreement and the transactions contemplated hereby,
      and
      the execution, delivery and performance by Blackwood of this Agreement have
      been
      duly authorized by all requisite action by Blackwood and this Agreement, when
      executed and delivered by Blackwood, constitutes a valid and binding obligation
      of Blackwood, enforceable against Blackwood in accordance with its terms,
      subject to applicable bankruptcy, insolvency, reorganization, fraudulent
      conveyance, moratorium or other similar laws affecting creditors' rights and
      remedies generally, and subject, as to enforceability, to general principles
      of
      equity (regardless of whether enforcement is sought in a proceeding at law
      or in
      equity).

    


    (ii) Blackwood
      has a pre-existing business relationship with the Company and its officers
      and
      directors.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iii) Blackwood
      is an “accredited investor”, as that term is defined in Rule 501 of Regulation D
      under the Securities Act of 1933.

    


    (iv) The
      offering of the Shares and the Warrant to Blackwood was effected without any
      form of general solicitation or advertising on the part of the Company.


    


    4. Miscellaneous.

    


    (a) Amendments
      and Waivers.
      The
      provisions of this Agreement may not be amended, modified or supplemented,
      and
      waivers or consents to departures from the provisions hereof may not be given,
      unless the same shall be in writing and signed by the Company and
      Blackwood.

    


    (b) Notices.
      Any and
      all notices or other communications or deliveries to be provided by Blackwood
      hereunder shall be in writing and delivered personally, by facsimile or sent
      by
      a nationally recognized overnight courier service, addressed to the Company
      at
1310
      West
      Wall, Midland, Texas 79701,
      facsimile number 972-962-3766, Attn: Chief Executive Officer or such other
      address or facsimile number as the Company may specify for such purposes by
      notice to Blackwood delivered in accordance with this Section. Any and all
      notices or other communications or deliveries to be provided by the Company
      hereunder shall be in writing and delivered personally, by facsimile, sent
      by a
      nationally recognized overnight courier service addressed to Blackwood at 230
      Park Avenue, 10th Floor, New York, NY 10169, facsimile number 646-219-8532,
      Attention: Andrew Kimmins. Any notice or other communication or deliveries
      hereunder shall be deemed given and effective on the earliest of (i) the date
      of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile telephone number specified in this Section prior to 5:30 p.m. (Pacific
      time), (ii) the date after the date of transmission, if such notice or
      communication is delivered via facsimile at the facsimile telephone number
      specified in this Section later than 5:30 p.m. (Pacific time) on any date and
      earlier than 11:59 p.m. (Pacific time) on such date, (iii) the second Business
      Day following the date of mailing, if sent by nationally recognized overnight
      courier service, or (iv) upon actual receipt by the party to whom such notice
      is
      required to be given.

    


    (c) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties. Neither Blackwood nor the Company
      may
      assign its rights or obligations hereunder without the prior written consent
      of
      the other.

    


    (d) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their reasonable efforts to
      find and employ an alternative means to achieve the same or substantially the
      same result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of the
      parties that they would have executed the remaining terms, provisions, covenants
      and restrictions without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

    


    (f) Injunctive
      Relief.
      The
      parties shall be entitled to seek specific performance of the obligations
      hereunder, and in addition to any other remedies available at law or in equity,
      shall be entitled to injunctive relief hereunder.

    


    (g) Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of New York, without regard
      to its principles of conflict of laws.

    


    (g) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    [SIGNATURES
      FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement to Convert Debt as
      of
      the date first written above.

     

    
      	UNITED
              HERITAGE CORPORATION
	
               

            
	 
	
              By: 

            	 
	 	
              Joseph
                F. Langston, Jr., Interim CEO

            
	 	 
	 	 
	BLACKWOOD
              VENTURES LLC
	 	 
	 	 
	
              By:

            	 
	
              Name:
                Andrew Taylor-Kimmins

            
	
              Title: