EX 10.1


    AGREEMENT
      TO CONVERT DEBT

    


    This
      Agreement to Convert Debt (the “Agreement”) is made as of December 19, 2007 (the
“Effective Date”) by and among Richardson & Patel, LLP (the “Firm”), United
      Heritage Corporation, a Utah corporation (the “Company”), and Blackwood Ventures
      LLC, the majority shareholder of the Company.

    


    RECITALS

    


    A. The
      Company owes the Firm $237,485.16 (the “Debt Amount”) as of November 30, 2007,
      for legal services rendered not in connection with any capital raising
      transaction or making a market in the Company’s stock.

    


    B. The
      Company wishes to pay the Debt Amount by issuing securities to the Firm and
      the
      Firm 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 the Firm agree as follows:

    


    AGREEMENT

    


    
      	
            	1.	
              Issuance
                of Securities; S-8 Registration Statement; Cancellation of
                Debt.

            


    

    


    (a) Securities
      to be Issued.
      The
      Firm agrees to accept, and the Company agrees to issue to the Firm, as full
      and
      final payment of the Debt Amount, 296,856 shares (the “Shares”) of the Company’s
      common stock (“Common Stock”) registered with the Securities and Exchange
      Commission (the “SEC”) on Form S-8, and a warrant, in the form attached hereto
      as Exhibit
      A,
      to
      purchase 222,642 shares of Common Stock at an exercise price of $1.40 per share
      (the “Warrant”). 

    


    (b) Shareholder
      Approval and S-8 Registration Statement.
      Blackwood hereby consents to the issuance of the Shares and the Warrant. 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.
      Assuming the SEC does not comment to the 14C, the Company will file a
      registration statement on Form S-8 covering the Shares (the “S-8”) no later than
      February 15, 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, and to file the S-8 no later than three
      business days following the date when the SEC informs the Company that it has
      no
      further comments to the 14C.

    


    (c) Delivery
      of Securities; Cancellation of Debt Amount.
      Upon
      filing the S-8, the Company will instruct its transfer agent to deliver to
      the
      Firm’s designee, Erick Richardson, at 10900 Wilshire Blvd., Suite 500, Los
      Angeles, CA 90024, a certificate in the name of Erick Richardson representing
      the Shares, free of any restrictive legend, along with an original execution
      copy of the Warrant registered in the Firm’s name. Upon receipt of the Shares
      and the Warrant, the Firm will record the payment of the Debt Amount on its
      books and records.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	2.	
              Representations
                by Company.

            


    

    


    The
      Company hereby represents and warrants to the Firm 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 the Firm.

            


    

     

    The
      Firm
      hereby represents and warrants to the Company as follows:

     

    (i) The
      Firm
      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 Firm of this Agreement has been
      duly authorized by all requisite action by the Firm and this Agreement, when
      executed and delivered by the Firm, constitutes a valid and binding obligation
      of the Firm, enforceable against the Firm 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) The
      Firm
      has a pre-existing business relationship with the Company and its officers
      and
      directors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii) The
      Firm
      and its designee, Erick Richardson, are “accredited investors”, 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 the Firm 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 the
      Firm.

    


    (b) Notices.
      Any and
      all notices or other communications or deliveries to be provided by the Firm
      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 _________ Attn: Chief Executive Officer or such other address
      or facsimile number as the Company may specify for such purposes by notice
      to
      the Firm 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 the Firm at 10900 Wilshire Blvd., Suite
      500, Los Angeles, CA 90024, facsimile number (310) 208-1154, Attn: Erick
      Richardson. 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 the Firm 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 California, 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


    

    
      
        	 	 	
                 

                 

              
	 	RICHARDSON
                & PATEL, LLP
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Kevin
                Friedmann, Partner


      

      
        
          	 	 	
                   

                   

                
	 	BLACKWOOD
                  VENTURES LLC
	 
 	 
 	  
	 	By:  	 
	 	 	
                  

                
	 	
                  Name:
                    Andrew Taylor-Kimmins

                  Title: