Exhibit
        10.2

      


      INDEPENDENT
        CONSULTING SERVICES AGREEMENT

      


      THIS
        CONSULTING AGREEMENT is dated this 1 day of November, 2007 (the “Effective
        Date”) by and between UNITED
        HEREITAGE CORPORATION,
        a
        Company duly incorporated pursuant to the laws of the state of Utah and having
        an office at 1310 West Wall Street, Suite A, Midland, TX 79701 (the “Company”)
        and GWB Petroleum Consultants Ltd.,
        a
        Canadian corporation with an office at 2911 Lindstrom Dr. S.W. Calgary, Alberta,
        T3E-6E5, Canada (the “GWB”)

      


      WHEREAS:

      


      A. 
        The
        Company is a public company, the shares of which trade on NASDAQ;

      


      B.
         The
        Company wishes to obtain the services of GWB to provide the Company with
        a Vice
        President, Engineering and Production and GWB wishes to provide these officer
        services to the Company in the capacity of an independent
        contractor.

      


      C.
         GWB
        has
        identified Geoffrey William Beatson to the Company to fulfill the role of
        Vice
        President, Engineering and Production (“Beatson” and or the “VPEP”) and has
        represented to the Company that he has the necessary qualifications to operate
        the Company as its VPEP; 

      


      NOW
        THEREFORE, in consideration of the recitals, the following representations
        and
        covenants and for other good and reliable consideration, the sufficiency
        of
        which is hereby acknowledged by the parties, the parties hereto covenant
        and
        agree as follows:

      


      1.
        ENGAGEMENT OF GWB AND APPOINTMENT OF VPEP

      


      1.1
         
        The
        Company hereby engages GWB and GWB is hereby providing Beatson to function
        as
        the Company’s VPEP and Beatson, by executing this Agreement on the signature
        page hereof, hereby obligates himself, on behalf of GWB, to act as the Company’s
        VPEP subject to the terms and conditions of this Agreement.

      


      2.
        SERVICES OF GWB

      


      2.1 During
        the Term (as defined below), the VPEP shall perform all duties customarily
        performed by a person with like title and position in a small publicly-held
        corporation engaged in a business similar to the Company’s business.
        (collectively, the “Services”).  The parties agree that the Services will
        require an average of between 100 and 200 hours of Beatson’s time per
        month.

      


      2.2 GWB
        and
        the VPEP shall at all times and in all respects do their utmost to enhance
        and
        develop the business interests and welfare of the Company.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      2.3 The
        VPEP
        shall be subject to such supervision as may be imposed by the Company in
        its
        sole discretion and GWB shall cause the VPEP to furnish regular reports and
        any
        other data and information relating to the Services as may, from time to
        time,
        be requested by the Company.

      


      3.
        COMPENSATION

      


      3.1
         For
        providing the Services, the Company shall pay the GWB $550 per day (the “Per
        Diem Rate”) until January 1, 2008 then the amount shall be $12,000 per month
        (the “Monthly Fee”). The Per Diem Rate and the Monthly Fee shall be payable on
        the first of each month during the term of this Agreement and shall be payable
        at GWB’s address set forth above. GWB’s annual compensation shall be evaluated
        annually on the anniversary of the Effective Date.

      


      3.2
         The
        Company hereby grants to the GWB warrants to purchase (i) 250,000 shares
        of
        common stock at $2.00 per share which warrants will vest upon the completion
        of
        a Successful Pilot, as that term is defined below; (ii) warrants to purchase
        250,000 shares of common stock at $2.00 per share which warrants will vest
        when
        the 30 day average production reaches 1,000 barrels of oil equivalent per
        day
        (“boe/d” @ 6:1); (iii) warrants to purchase 250,000 shares of common stock at
        $2.50 per share which warrants will vest when the average production reaches
        2,000 boe/d; and (iv) warrants to purchase 250,000 shares of common stock
        at
        $3.00 per share which warrants will vest when the average production reaches
        3,000 boe/d. For purposes of this Agreement, the term “Successful Pilot” means,
        the announcement by the Company that it is moving forward with a development
        program based upon the results of the pilot program of the Wardlaw
        Field.

      


      3.3
         The
        vesting of the warrants set forth above shall be subject to the provisions
        of
        Section 9 hereunder.

       

      3.4 Upon
        completion of the first year of this Agreement and provided it is not terminated
        in accordance with the terms hereof, the Company shall pay GWB a renewal
        bonus,
        payable in common stock of the Company (the “Stock Bonus”). The number of shares
        comprising the Stock Bonus that GWB shall be entitled to receive shall be
        based
        upon the cash compensation received by GWB during the first year of this
        Agreement with the number of shares comprising the Stock Bonus based upon
        the
        closing price of the Company’s shares of common stock on the last day of the
        year to which the Stock Bonus is applicable. GWB shall be entitled to an
        additional Stock Bonus at the end of the second year of this Agreement based
        upon the annual compensation received by GWB in the second year of this
        Agreement computed on the same basis as the computation of the Stock Bonus
        for
        the first year of this Agreement.

      


      3.5 GWB
        shall
        be responsible for the payment of all taxes to the Internal Revenue Service
        as
        will as any taxes payable in the United States, including taxes payable to
        any
        state or local jurisdiction. GWB indemnifies the Company with respect to
        the
        payment of any and all taxes owing and due for any cash compensation, stock
        compensation or stock bonus compensation.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      3.6
         In
        the
        event of a transaction contemplated in Section 9 hereof which results in
        the
        termination of this Agreement, GWB shall receive a 12 month severance package
        payable upon the effective date of the transaction and only as to the cash
        portion of GWB’s annual compensation.

      


      4.
        BUSINESS EXPENSES

      


      4.1
         The
        Company shall reimburse GWB and/or the VPEP in accordance with the Company’s
        policies for all reasonable business and travel expenses actually and properly
        incurred by the Company in connection with GWB’s and/or VPEP’s duties hereunder.
        Such reimbursement is subject to GWB and/or the VPEP keeping proper accounts
        and
        furnishing to the Company, within a reasonable time after the expenses are
        incurred, all applicable statements, vouchers and other evidence of expenses
        in
        such form as the Company may reasonably require.

      


      5.
        TERM AND RENEWAL

      


      5.1
         The
        term
        of this Agreement shall commence on the Effective Date and terminate two
        (2)
        years from the date hereof, unless renewed or extended by the parties in
        writing
        (the “Term”).

      


      6.
        TERMINATION

      


      6.1 This
        Agreement and the Term shall terminate automatically two (2) years from the
        date
        hereof, without any prior notice or any payment to GWB or upon the death
        or
        permanent incapacity of the VPEP. 

      


      6.2 The
        Company may terminate GWB’s engagement under this Agreement at any time upon the
        occurrence of any of the following events. (a) the VPEP acting unlawfully,
        dishonestly, negligently, incompetently or in bad faith; (b) the conviction
        of
        the VPEP of a felony; (c) the VPEP becoming permanently disable or disabled
        for
        a period exceeding 90 consecutive days or 90 days calculated on a cumulative
        basis during the Term of this Agreement; or (d) the breach or default of
        any
        term of this agreement by GWB and/or the VPEP if such breach or default has
        not
        been remedied to the reasonable satisfaction of the Company within 30 days
        after
        written notice of the breach or default has been delivered by the Company
        to
        GWB.

      


      6.3 GWB
        may
        terminate its obligations under this Agreement upon the default or breach
        of any
        term of this Agreement by the Company if such breach or default has not been
        remedied or is not being remedied to the reasonable satisfaction of GWB within
        30 days after written notice of the breach or default has been delivered
        by GWB
        to the Company.

         

      6.4 In
        the
        event of the termination of GWB’s engagement under this Agreement as set forth
        in Section 6.2, GWB will be entitled only to the cash compensation and stock
        compensation earned by GWB hereunder as of the date of such
        termination.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      7.
        CONFIDENTIALITY

      


      7.1
         GWB
        acknowledges and agrees that in the performance of its obligations under
        this
        Agreement it and/or the VPEP may obtain knowledge of Confidential Information
        (as defined below) relating to the business or affairs of the Company and/or
        its
        affiliated companies (the “Affiliated Companies”).  GWB and the VPEP shall
        not, without the prior written consent of the Company, either during the
        Term or
        for a period of 12 months thereafter: (a) use or disclose any Confidential
        Information outside of the Company or the Affiliated Companies; (b) except
        in
        undertaking the Services, remove or aid in the removal from the premises
        of the
        Company or any of the Affiliated Companies any Confidential Information or
        any
        property or material relating thereto; or (c) use the Confidential Information
        for any purpose other than in performing the Services.

      


      7.2
         
        GWB
        shall exercise and insure that the VPEP exercises a reasonable degree of
        care in
        safeguarding the aforementioned Confidential Information against loss, theft,
        or
        other inadvertent disclosure, and further agrees to take all reasonable steps
        necessary to ensure the maintenance of confidentiality.  

      


      7.3
         Upon
        the
        termination of this Agreement, or upon the Company’s earlier request, GWB and/or
        the VPEP shall promptly deliver to the Company all of the Confidential
        Information that GWB and/or the VPEP may have in its and/or his possession
        or
        control.  

      


      7.4 In
        this
        Agreement, “Confidential Information” shall mean any information or knowledge
        including, without limitation, any document, materials, formula, pattern,
        design, system, program, device, software, plan, process, know how, research,
        discovery, strategy, method, idea, client list, marketing strategy or employee
        compensation, or copies or adaptations thereof, that: (a) relates to the
        business or affairs of the Company and/or the Affiliated Companies; (b) is
        private or confidential in that it is not generally known or available to
        the
        public; and (c) gives or would give the Company and/or the Affiliated Companies
        an opportunity to obtain an advantage over competitors who do not know of
        or use
        it.

      


      7.5
         Confidential
        Information shall specifically not include anything that: (a) is in or enters
        lawfully into the public domain other than as a result of a disclosure by
        GWB
        and/or the VPEP; (b) becomes available to GWB and/or VPEP on a non-confidential
        basis from a source other than the Company, or any of its representatives,
        and
        that source was not under any obligation of confidentiality; or (c) GWB is
        required to disclose pursuant to an order of a court of competent jurisdiction
        or by the operation of law; provided that, GWB and/or the VPEP provides prompt
        prior written notice to the Company of such required disclosure and of the
        action which is proposed to be taken in response.  In such an event, and
        only after GWB and/or VPEP shall have made a reasonable effort to obtain
        a
        protective order or other reliable assurance affording such information
        confidential treatment, GWB and/or the VPEP shall furnish only that portion
        of
        the Confidential Information which he is required to disclose.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      8.
        NON-SOLICITATION

       

      8.1 GWB
        and
        VPEP covenant, undertake and agree with the Company that during the Term
        and for
        a period of one year from the date of expiration or termination of this
        Agreement for any reason whatsoever, they shall not, on their own behalf
        or on
        behalf of any Person, whether directly or indirectly, in any capacity
        whatsoever, offer employment to or solicit the employment of or otherwise
        entice
        away from the employment of the Company or any of the Affiliated Companies,
        any
        individual who is employed or engaged by the Company or any of the Affiliated
        Companies at the date of expiration or termination of this Agreement or who
        was
        employed or engaged by the Company or any of the Affiliated Companies within
        the
        one year period immediately preceding the date of expiration or termination
        of
        this Agreement, as applicable.

      


      


      8.2
         
        GWB and
        the VPEP acknowledge and agree that the above restriction on non-solicitation
        is
        reasonable and necessary for the proper protection of the businesses, property
        and goodwill of the Company and the Affiliated Companies.

      


      9.
        COMBINITION; CHANGE OF CONTROL; LIQUIDATION

      


      9.1 
        (i) In the event of a Combination or Change of Control, as those terms are
        defined below, all unvested warrants of GWB will immediately vest and shall
        have
        the right to receive upon exercise of their Warrants and payment of the exercise
        price, subject in all cases to completion of a Successful Pilot, the kind
        and
        amount of shares of capital stock or other securities or property which it
        would
        have been entitled to receive upon or as a result of such Combination or
        Change
        of Control had such Warrants been exercised immediately prior to such event.
        The
        Company shall provide that the surviving or acquiring Person in such Combination
        will assume by written instrument the obligations hereunder and the obligations
        to deliver to GWB such shares of stock, securities or assets as, in accordance
        with the foregoing provisions, it may be entitled to acquire. “Combination”
means
        an event in which the Company consolidates with, merges with or into, or
        sells
        all or substantially all of its assets to another Person or a transaction
        pursuant to which the Company is not the surviving entity, where “Person”
means
        any individual, corporation, partnership, joint venture, limited liability
        company, association, joint-stock company, trust, unincorporated organization,
        government or any agency or political subdivision thereof or any other entity.
        “Change of Control” shall mean the sale of all or substantially all of the
        assets of the Company to any other person. In the event of a Combination
        where
        consideration to the holders of Common Stock in exchange for their shares
        is
        payable solely in cash or (y) the dissolution, liquidation or winding-up
        of the
        Company, GWB shall be entitled to receive, upon surrender of their Warrants,
        distributions on an equal basis with the holders of Common Stock or other
        securities issuable upon exercise of their Warrants, as if the Warrants had
        been
        exercised immediately prior to such event, less the Exercise Price.


      


      10.
        COMPLIANCE WITH LAWS

      


      10.1 The
        Services undertaken by GWB under this Agreement shall be in full compliance
        with
        all applicable laws and consistent with a high degree of business
        ethics.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      11.
        INDEMNIFICATION

      


      11.1 
        GWB
        shall indemnify and save harmless the Company for any demonstrated losses,
        damages, costs or other amounts, including without limitation reasonable
        legal
        fees, suffered or incurred by the Company arising out of third party claims
        relating to the presence or activities of the GWB and/or the VPEP in performing
        the Services to the extent that such losses, damages, costs or other amounts
        are
        caused by: (a) any breach of GWB’s obligations  herein; and (b) any
        negligence, willful misconduct or fraud on the part of GWB in performing
        the
        Services.

      


      11.2 Subject
        to GWB’s obligation to indemnify the Company under this Section 10, and provided
        that GWB has not breached this Section 10, the Company shall indemnify and
        save
        harmless GWB and VPEP for any demonstrated losses, damages, costs or other
        amounts, including without limitation reasonable legal fees, suffered or
        incurred by GWB and/or the VPEP arising out of third party claims relating
        to
        the presence or activities of GWB and/or the VPEP in performing the Services
        as
        would reasonably be the case for all directors and officers of the Company.
         Any directors’ and officers’ liability insurance coverage currently in
        place or obtained in the future by the Company will be extended to GWB and
        the
        VPEP without charge to GWB and/or the VPEP.

      


      11.3
         Neither
        the Company, GWB or the VPEP shall be liable for any consequential loss,
        including but not limited to, claims for loss of profit, revenue or capital,
        loss of use of utilities, equipment or facilities, down-time cost, service
        interruption, cost of money, injury or damage of any character
        whatsoever.

      


      12.
        REMEDIES

      


      12.1
         GWB
        acknowledges and agrees that any breach of this Agreement by him could cause
        irreparable damage to the Company and/or the Affiliated Companies and that
        in
        the event of a breach by GWB, the Company shall have in addition to any and
        all
        other remedies at law or in equity, the right to an injunction, specific
        performance or other equitable relief to prevent any violation by GWB of
        any of
        the provisions of this Agreement.  In the event of any such dispute, GWB
        agrees that the Company shall be entitled, without showing actual damages,
        to a
        temporary or permanent injunction restraining the conduct of GWB pending
        a
        determination of such dispute and that no bond or other security shall be
        required from the Company in connection therewith. GWB acknowledges and agrees
        that the remedies of the Company specified in this Agreement are in addition
        to
        and not in substitution for any other rights and remedies of the Company
        at law
        or in equity and that all such rights and remedies are cumulative and not
        alternative or exclusive of any other rights or remedies and that the Company
        may have recourse to any one or more of its available rights and remedies
        as it
        shall see fit.

      


      13.
        RIGHT OF SET-OFF

      


      13.1
         The
        Company may set-off against the Fees any amount owing to the Company by GWB
        under this Agreement.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      14.
        RELATIONSHIP

      


      14.1
         The
        Company and GWB each acknowledge and agree that the only relationship between
        GWB and the Company created by this Agreement shall for all purposes be that
        of
        an independent contractor.  The Company shall have no obligation whatsoever
        to: (a) pay or compensate GWB for (i) taxes of any kind whatsoever that arise
        out of or with respect to any fee, remuneration or compensation provided
        to GWB
        under this Agreement; (ii) holding any position with the Company; (b) providing
        benefits to GWB relating to: (i) sickness or accident, whether or not resulting
        from the performance by GWB of his obligations under this Agreement; (ii)
        retirement or pension benefits; or (iii) any other benefits provided by the
        Company or any of the Affiliated Companies to any of their
        employees.

      


      14.2 
        GWB
        shall fully indemnify and hold harmless the Company from and against all
        assessments, claims, liabilities, costs, expenses and damages that the Company
        and/or any of the Affiliated Companies may suffer or incur with respect to
        any
        such taxes or benefits.

      


      15.
        SURVIVAL OF TERMS

      


      15.1 Sections
        8 through 12, inclusive, and this Section 14, shall survive and remain in
        force notwithstanding the expiration or other termination of this Agreement
        for
        any reason whatsoever.  Any expiration or termination of this Agreement
        shall be without prejudice to any rights and obligations of the parties hereto
        arising or existing up to the effective date of such expiration or termination,
        or any remedies of the parties with respect thereto.

      


      16.
        NO ASSIGNMENT

      


      16.1 Neither
        GWB’s nor the VPEP’s duties and responsibilities under this Agreement are not
        assignable or delegable in whole or in part. The Company may assign this
        Agreement to a successor (whether direct or indirect, whether by purchase,
        merger, consolidation otherwise) to all or substantially all of the business
        and/or assets of the Company; provided, however, that the Company will require
        any successor to assume expressly and agree to perform this Agreement in
        the
        same manner and to the same extent that the Company would be required to
        perform
        it if no such succession had taken place. As used in this Agreement, the
        “Company” shall mean the Company as hereinbefore defined an any successor to its
        business and/or assets as aforesaid which assumes and agrees to performed
        this
        Agreement by operation of law or otherwise.

      


      17.
        SUCCESSORS AND ASSIGNS

      


      17.1 The
        Agreement shall inure to the benefit of and be binding upon the parties and
        their respective heirs, executors, administrators, successors and permitted
        assigns.

      


      18.
        WAIVER

      


      18.1 Any
        waiver of any breach or default under this Agreement shall only be effective
        if
        in writing signed by the party against whom the waiver is sought to be enforced,
        and no waiver shall be implied by indulgence, delay or other act, omission
        or
        conduct. Any waiver shall only apply to the specific matter waived and only
        in
        the specific instance in which it is waived.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      19.
        GOVERNING LAWS

      


      19.1
        Unless otherwise agreed to in writing by the parties, the Agreement shall
        be
        governed by and construed in accordance with the laws of the state of Texas
        and
        the parties hereto submit to the jurisdiction of the federal and state courts
        situate in the state of Texas.

      


      20.
        ARBITRATION

      


      20.1 In
        the
        event of any dispute arising in the determination of the compensation to
        be paid
        pursuant to Section 3 hereof or of GWB’s compensation as set out in this
        Agreement, the matter in dispute shall be referred to the auditors of the
        Company for determination. If the auditors cannot agree on a determination
        of
        the matter in dispute within 10 days following the referral to them, the
        matter
        in dispute shall be refereed to a single arbitrator under the Arbitration
        act
        then in effect federally, and the arbitration shall take place in Edwards
        County, Texas.

      


      21.
        FURTHER ASSURANCES

      


      21.1 Each
        of
        the parties shall, on request by the other party, execute and deliver or
        cause
        to be executed and delivered all such further documents and instruments and
        do
        all such further acts and things as the other party may reasonably require
        to
        evidence, carry out and give full effect to the terms, conditions, intent
        and
        meaning of this Agreement and to ensure the completion of the transactions
        contemplated hereby.

      


      22.
        NOTICES

      


      22.1
         All
        notices required or permitted under this Agreement shall be in writing and
        shall
        be given by delivering such notice or mailing such notice by pre-paid registered
        mail to the addresses first set forth above or by facsimile transmission
        to the
        facsimile number set forth below each parties respective name on the signature
        page hereof.. Any such notice or other communication shall, if delivered,
        be
        deemed to have been given or made and received on the date delivered (or
        the
        next business day if the day of delivery is not a business day), and if mailed,
        shall be deemed to have been given or made and received on the fifth business
        day following the day on which it was so mailed and if faxed (with confirmation
        received) shall be deemed to have been given or made and received on the
        day on
        which it was so faxed (or the next business day if the day of sending is
        not a
        business day).  The parties may give from time to time written notice of
        change of address in the manner aforesaid.

      


      23.
        SEVERABILITY

      


      23.1 If
        any
        provision of this Agreement is held by a court of competent jurisdiction
        to be
        invalid, illegal or unenforceable, then to the fullest extent permitted by
        law:
        (a) all other provisions of this Agreement shall remain in full force and
        effect
        in such jurisdiction and shall be liberally construed in order to carry out
        the
        intentions of the parties as nearly as may be possible; and (b) such invalidity,
        illegality or unenforceability shall not affect the validity, legality or
        enforceability of such provision in any other jurisdiction.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      24.
        FORCE MAJEURE

      


      24.1 In
        the
        event that either party is prevented from performing or is unable to perform
        any
        of its obligations under this Agreement due to any act of God; fire; casualty;
        flood; war; strike; lockout; failure of public utilities; injunction or any
        act,
        exercise, assertion or requirement of governmental authority; epidemic;
        destruction of production facilities; riots; insurrection; or any other cause
        beyond the reasonable control of the party invoking this Section , if such
        party
        shall have used its reasonable efforts to avoid such occurrence, such party
        shall give notice to the other party in writing promptly, and thereupon the
        affected party’s performance shall be excused and the time for performance shall
        be extended for the period of delay or inability to perform due to such
        occurrence.

      


      25.
        COUNTERPARTS AND FACSIMILE

      


      25.1
         This
        Agreement may be executed in one or more counterparts and delivered by
        facsimile, each of which when so executed shall constitute an original and
        all
        of which together shall constitute one and the same agreement.

      


      26.
        INDEPENDENT LEGAL ADVICE

      


      26.1
         The
        Company has recommended to GWB that it obtain independent legal advice prior
        to
        signing this Agreement.   GWB acknowledges that he has received independent
        legal advice or has waived the opportunity to do so and has elected to proceed
        without benefit of same.

      


      IN
        WITNESS WHEREOF
        this
        Agreement has been executed as of the Effective Date.

      


      
        	 	
                UNITED
                  HERITAGE CORPORATION

              
	 	     
	 	     
	 	
                By:
                  ___________________________

              
	 	     
	 	
                (Fax
                  No.) (972) 962 4892

              
	 	 
	 	
                GWB
                  PETROLEUM CONSULTANTS LTD. 

              
	 	     
	 	     
	 	
                ________________________________

              
	 	
                Geoffrey
                  William Beatson, President

              
	 	
                (Fax
                  No.) (403) 249-2652

              
	 	 
	
                Agreed
                  and Accepted

              	     
	 	     
	
                _________________________

              	 
	
                Geoffrey
                  William Beatson