Unassociated Document


    STOCK
      OPTION AGREEMENT

     

    This
      STOCK OPTION AGREEMENT (“Agreement”) is dated and made effective as of the 3rd
      day of January 2006 (the “Grant Date”) between United Heritage Corporation, a
      Utah corporation (the “Company”), and C. Scott Wilson, hereinafter called the
      Optionee.

    


    The
      Company desires, by affording the Optionee an opportunity to purchase shares
      of
      its $0.001 par value common stock (the “Common Stock”), as hereinafter provided,
      to carry out the purpose of the 1998 Stock Option Plan of United Heritage
      Corporation (the “Plan”), approved and adopted by its directors.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto agree as
      follows:

    


    1. Grant
      of
      Option. The Company hereby irrevocably grants to the Optionee the right and
      option (the “Option”) to purchase all or any part of an aggregate of 66,667
      shares of Common Stock (such number being subject to adjustment as provided
      in
      Section 8 of the Plan) on the terms and conditions herein set forth and subject
      further to all of the terms and provisions of the Plan which are incorporated
      herein by reference for all purposes. For purposes of the Plan and this
      Agreement, the terms “employment” or “employ” shall also include serving as a
      director, officer, or consultant to the Company and/or its subsidiaries, and
      the
      term “employee” shall include any of such persons.

    


    2. Purchase
      Price. The purchase price of the Common Stock covered by the Option shall be
      $1.05 per share.

    


    3. Term
      of
      Option. Subject to earlier termination as provided in paragraphs 5 and 6 hereof,
      the term of the Option, and any limitations on number of shares or time periods
      that it may be exercised are as follows:

    


    The
      Option shall expire at 5:00 p.m. (Central Time) on January 3, 2011 (the
“Expiration Date”). The Option shall vest as follows: the right to purchase
      22,223 shares shall vest on the Grant Date, the right to purchase 22,222 shares
      shall vest on the first anniversary of the Grant Date, and the right to purchase
      22,222 shares shall vest on the second anniversary of the Grant Date,
provided,
      however,
      that in
      the event of a termination of Optionee’s employment as an officer (and
      specifically as Chief Executive Officer) by the Company for any reason other
      than cause, as defined by applicable law, any unvested portion of the Option
      shall immediately vest. The Option shall not terminate or lapse as a result
      of a
      termination of Optionee’s employment by the Company for any reason other than
      cause, but shall continue to be exercisable by the Optionee on the terms set
      forth herein until the Expiration Date.

    


    Unless
      otherwise stated above, the Options may be exercised, prior to expiration or
      termination, at any time or from time to time, as to any part or all of the
      shares covered thereby; provided, however, that the Option may not be exercised
      as to less than 100 shares at any one time (or the remaining shares then
      purchasable under the Option, if less than 100 shares). The purchase price
      of
      the shares as to which the Option shall be exercised shall be paid in full
      in
      cash, or by the delivery of other shares of Common Stock of the Company, at
      the
      time of exercise and as provided by the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except
      as
      provided in this paragraph 3 and in paragraphs 5 and 6 hereof, the Option may
      not be exercised at any time unless the Optionee shall have been in the
      continuous employ of the Company and/or of one or more of its subsidiaries,
      from
      the date hereof to the date of the exercise of the Option. The holder of the
      Option shall not have any of the rights of a shareholder with respect to the
      shares covered by the Option except to the extent that one or more certificates
      for such shares shall be delivered to him upon the due exercise of the Option.
      The Option may not be exercised unless at the date of exercise a registration
      statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”),
      relating to the shares covered by the Option shall be in effect, or if, in
      the
      opinion of counsel for the Company, the exercise and issuance of Common Stock
      would be exempt from registration requirements under the Act and under
      applicable securities laws. The Company is under no obligation to register
      the
      shares covered by the Option under the Act.

    


    4. Nontransferability.
      The Option shall not be transferable otherwise than by will or the laws of
      descent and distribution, or pursuant to a qualified domestic relations order
      as
      defined by the Internal Revenue Code of 1986, as amended, or Title I of the
      Employee Retirement Income Security Act, or the rules thereunder, and the Option
      may be exercised, during the lifetime of the Optionee, only by him. More
      particularly (but without limiting the generality of the foregoing), the Option
      may not be assigned, transferred (except as provided above), pledged or
      hypothecated in any way, shall not be assignable by operation of law, and shall
      not be subject to execution, attachment or similar process. Any attempted
      assignment, transfer, pledge, hypothecation or other disposition of the Option
      contrary to the provisions hereof, and they levy of any execution, attachment
      or
      similar process upon the Option, shall be null and void and without
      effect.

    


    5. Termination.
      If the Optionee’s service is terminated by the Company for any reason except
      death, then the Optionee may exercise the Option until the Expiration Date.
      Notwithstanding the foregoing, if the Optionee’s service is terminated for
      cause, as defined by applicable law, neither the Optionee, the Optionee’s estate
      nor such other person who may then hold the Option shall be entitled to exercise
      the Option after termination. For the purpose of this paragraph, subject to
      the
      foregoing, termination shall be deemed to occur on the date when the Company
      dispatches notice or advice to the Optionee that his service is
      terminated.

    


    6. Death
      of
      Optionee. If the Optionee shall die while he shall be employed by the Company
      or
      one or more of its subsidiaries, the Option may be exercised (to the extent
      that
      the Optionee shall have been entitled to do so at the date of his death) by
      a
      legatee or legatees of the Optionee under his last will, or by his personal
      representatives or distributees, at any time until the Expiration
      Date.

    


    7. Method
      of
      Exercising Option. This Option may be exercised by written notice to the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. Subsidiary.
      As used herein, the term “subsidiary” shall mean any present or future
      corporation which would be a “subsidiary corporation” of the Company, as that
      term is defined in Section 425 of the Internal Revenue Code of
      1986.

    


    9. Other
      Matters. The Optionee acknowledges receipt of a copy of the Plan, a copy of
      which is annexed hereto, and represents that the Optionee is familiar with
      the
      terms and provisions thereof. The Optionee hereby accepts this Option subject
      to
      all of the terms and provisions of the Plan, except as they may be modified
      by
      this Agreement. As a condition to the issuance of shares of Common Stock of
      the
      Company under this Agreement, the Optionee authorizes the Company to withhold
      in
      accordance with applicable law from any regular cash compensation payable to
      him
      any taxes required to be withheld by the Company under federal, state or local
      law as a result of his exercise of this Option.

    


    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      by
      its officers thereunto duly authorized, and the Optionee has hereunto set his
      hand, as of the ____ day of April 2007.

     

    
      
        	 	 	 	 
	 	COMPANY:	 
	 	 	 
	 	UNITED HERITAGE
                CORPORATION	 
	 
 	 
 	 
 	 
	 	By:  	 	 
	 	 	 	 


      

       

      
        
          	 	 	 	 
	 	OPTIONEE:	 
	 	 	 
	 	 	 
	 	C. Scott Wilson	 
	 
 	 
 	 
 	 
	 	(Address):