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 2000 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 433,333
        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
        144,444 shares shall vest on the Grant Date, the right to purchase 144,443
        shares shall vest on the first anniversary of the Grant Date, and the right
        to
        purchase 144,443 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):