Exhibit
        10.1


      


      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 APPLWEOOD
        ENERGY, INC., a
        Canadian corporation with an office at 1574 Dorcas Point Road, Nanoose Bay,
        British Columbia V9P 9B4, Canada (the “Applewood”)

      


      WHEREAS:

      


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

      


      B.
         The
        Company wishes to obtain the services of Applewood to provide the Company
        with a
        Chief Operating Officer and Applewood wishes to provide these officer services
        to the Company in the capacity of an independent contractor.

      


      C.
         Applewood
        has identified Paul D. Watson to the Company to fulfill the role of Chief
        Operating Officer (“Watson” and or the “COO”) and has represented to the Company
        that he has the necessary qualifications to operate the Company as its COO;
        

      


      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 APPLEWOOD AND APPOINTMENT OF COO

      


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

      


      2.
        SERVICES OF APPLEWOOD

      


      2.1 During
        the Term (as defined below), the COO 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 Watson’s time per
        month.

      


      2.2 Applewood
        and the COO 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
        COO
        shall be subject to such supervision as may be imposed by the Company in
        its
        sole discretion and Applewood shall cause the COO 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 Applewood annual compensation
        of
        $120,000 payable as follows: $5,000 per month (the “Monthly Fee”) and a signing
        bonus equal to $60,000, payable in common stock of the Company upon execution
        of
        this contract, based upon the closing price of the Company’s shares on the date
        this Agreement is executed. The Monthly Fee shall be payable on the first
        of
        each month during the term of this Agreement and shall be payable at Applewood’s
        address set forth above. Applewood’s annual compensation shall be evaluated
        annually on the anniversary of the Effective Date.

      


      3.2
         The
        Company hereby grants to Applewood warrants to purchase (i) 400,000 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
        400,000 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”); (iii) warrants to purchase 400,000 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 400,000 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. For the
        purposes of this agreement barrels of oil equivalent per day (“boep/d”) shall
        equate daily natural gas production on the basis of 6mcf/d equals one barrel
        of
        oil per day.

      


      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 Applewood a renewal
        bonus, payable in common stock of the Company (the “Stock Bonus”). The number of
        shares comprising the Stock Bonus that Applewood shall be entitled to receive
        shall be based upon the annual compensation received by Applewood 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. Applewood
        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 Applewood 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 Applewood
        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. Applewood 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, Applewood shall receive a 12 month severance
        package payable upon the effective date of the transaction and only as to
        the
        cash portion of Applewood’s annual compensation.

      


      4.
        BUSINESS EXPENSES

      


      4.1
         The
        Company shall reimburse Applewood and/or the COO in accordance with the
        Company’s policies for all reasonable business and travel expenses actually and
        properly incurred by the Company in connection with Applewood’s and/or COO’s
        duties hereunder. Such reimbursement is subject to Applewood and/or the COO
        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 Applewood or upon the
        death
        or permanent incapacity of the COO. 

      


      6.2 The
        Company may terminate Applewood’s engagement under this Agreement at any time
        upon the occurrence of any of the following events. (a) the COO acting
        unlawfully, dishonestly, negligently, incompetently or in bad faith; (b)
        the
        conviction of the COO of a felony; (c) the COO 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 Applewood and/or the COO 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 Applewood.

      


      6.3 Applewood
        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 Applewood
        within 30 days after written notice of the breach or default has been delivered
        by Applewood to the Company.

         

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


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      7.
        CONFIDENTIALITY

      


      7.1
         Applewood
        acknowledges and agrees that in the performance of its obligations under
        this
        Agreement it and/or the COO 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”).  Applewood and the COO
        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
         
        Applewood shall exercise and insure that the COO 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, Applewood
        and/or the COO shall promptly deliver to the Company all of the Confidential
        Information that Applewood and/or the COO 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
        Applewood and/or the COO; (b) becomes available to Applewood and/or COO 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) Applewood is required to disclose pursuant to an
        order
        of a court of competent jurisdiction or by the operation of law; provided
        that,
        Applewood and/or the COO 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 Applewood and/or COO shall have
        made a reasonable effort to obtain a protective order or other reliable
        assurance affording such information confidential treatment, Applewood and/or
        the COO shall furnish only that portion of the Confidential Information which
        he
        is required to disclose.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      8.
        NON-SOLICITATION

      


      8.1 Applewood
        and COO 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
         
        Applewood and the COO 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 Applewood 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 Applewood 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, Applewood 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 Applewood 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 
        Applewood 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 Applewood and/or the
        COO in
        performing the Services to the extent that such losses, damages, costs or
        other
        amounts are caused by: (a) any breach of Applewood’s obligations  herein;
        and (b) any negligence, willful misconduct or fraud on the part of Applewood
        in
        performing the Services.

      


      11.2 Subject
        to Applewood’s obligation to indemnify the Company under this Section 10, and
        provided that Applewood has not breached this Section 10, the Company shall
        indemnify and save harmless Applewood and COO for any demonstrated losses,
        damages, costs or other amounts, including without limitation reasonable
        legal
        fees, suffered or incurred by Applewood and/or the COO arising out of third
        party claims relating to the presence or activities of Applewood and/or the
        COO
        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
        also
        be extended to Applewood and the COO without charge to Applewood and/or the
        COO.

      


      11.3
         Neither
        the Company, Applewood or the COO 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
         Applewood
        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 Applewood, 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 Applewood
        of
        any of the provisions of this Agreement.  In the event of any such dispute,
        Applewood agrees that the Company shall be entitled, without showing actual
        damages, to a temporary or permanent injunction restraining the conduct of
        Applewood pending a determination of such dispute and that no bond or other
        security shall be required from the Company in connection therewith. Applewood
        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
        Applewood under this Agreement.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      


      14.
        RELATIONSHIP

      


      14.1
         The
        Company and Applewood each acknowledge and agree that the only relationship
        between Applewood 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 Applewood for (i) taxes of
        any
        kind whatsoever that arise out of or with respect to any fee, remuneration
        or
        compensation provided to Applewood under this Agreement; (ii) holding any
        position with the Company; (b) providing benefits to Applewood relating to:
        (i)
        sickness or accident, whether or not resulting from the performance by Applewood
        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 
        Applewood 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
        Applewood’s nor the COO’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 Applewood’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 Applewood that it obtain independent legal advice
        prior to signing this Agreement.   Applewood 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

      


      
 

      
        
          	 	
                  UNITED
                    HERITAGE CORPORATION

                
	 	     
                  
	 	     
	 	
                  By:
                    ___________________________

                
	 	     
	 	
                  (Fax
                    No.)

                
	 	     
	 	     
	 	
                  APPLEWOOD
                    ENERGY INC. 

                
	 	     
	 	     
	 	     
	 	
                  ________________________________

                
	 	
                  Paul
                    D. Watson, President

                
	 	
                  (Fax
                    No.) (250) 468-7650

                


        

         

        
 

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        


        Agreed
          and Accepted

        


        


        


        


        _________________________

        Paul
          D.
          Watson