SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      SECURITIES PURCHASE AGREEMENT
      (this
“Agreement”)
      is
      made as of October __, 2007 by and among United Heritage Corporation, a Utah
      corporation (the “Company”),
      and
      the purchaser whose name and address is set forth on the signature page annexed
      hereto (the “Purchaser”).
      The
      foregoing parties are sometimes referred to hereinafter individually as a
“Party” or collectively as the “Parties.”

     

    RECITALS

     

    WHEREAS,
      pursuant
      to the Subscription Application of the Purchaser of even date herewith (each
      a
“Subscription
      Application”),
      and
      pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
“Securities
      Act”),
      and
      Rule 506 promulgated thereunder, the Company desires to sell to the Purchaser
      and the Purchaser desires to acquire from the Company that number of units
      of
      the Company’s securities (the “Units”)
      as are
      set forth on the Purchaser’s signature page annexed hereto, at a price of
      $24,000 per Unit, subject to the terms and conditions of this Agreement and
      the
      other documents or instruments contemplated hereby (the “Offering”);
      and

     

    WHEREAS,
      each
      Unit consists of: (i) 32,000 shares of the Company’s common stock, par value
      $0.001 per share (the “Common
      Stock”),
      and
      (ii) a warrant, in the form attached hereto as Exhibit
      A,
      to
      purchase up to 52,253 shares of Common Stock, subject to certain vesting
      requirements, at an exercise price of $1.40 per share for a 5 year period
      commencing upon the Closing (collectively, “Warrants”).

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements hereinafter set forth,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the Parties do hereby covenant and agree as
      follows:

     

    AGREEMENT

     

    Section
      1. Sale
      and Issuance of Units.

     

    1.1 Subject
      to the terms and conditions of this Agreement, and, with respect to issuance
      of
      the Common Stock underlying the Warrants, subject to stockholder approval as
      required under applicable laws and regulations, the Company has authorized
      the
      sale and issuance of up to twenty-five Units. At the Closing, the Company shall
      sell and issue to the Purchaser, and the Purchaser shall purchase from the
      Company, the number of Units set forth on the Purchaser’s signature page hereto.
      The Company intends to enter into this same form of purchase agreement with
      certain other purchasers (collectively, the “Other
      Purchasers”)
      and
      expects to complete sales of Units to them. The maximum number of Units that
      the
      Company may sell to the Purchaser and Other Purchasers combined is twenty-five.
      

     

    1.2 The
      aggregate purchase price for the Units to be purchased by the Purchaser (the
      “Purchase
      Price”)
      shall
      be the amount set forth on the Purchaser’s signature page hereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      2. The
      Closing.

     

    2.1 The
      closing of the sale and issuance to the Purchaser (the “Closing”)
      shall
      take place on or before October 26, 2007, or such other date as the Parties
      may
      mutually agree in writing, but in no event sooner than the date when all the
      closing conditions set forth in Section 5.1 hereof are satisfied (the
“Closing
      Date”).
      On or
      before the Closing Date, the Purchaser shall deliver to Richardson & Patel,
      LLP as escrow agent (the “Escrow
      Agent”)
      in
      accordance with the Escrow Agreement annexed hereto as Exhibit
      B
      (the
“Escrow
      Agreement”),
      immediately available funds via wire transfer or a certified check equal to
      the
      subscription amount set forth on the Purchaser’s signature page
      hereto.

     

    2.2 At
      the
      Closing, the Company shall instruct its transfer agent to issue and deliver
      to
      the Purchaser certificates representing the Common Stock and the Warrants,
      against receipt by the Escrow Agent of a certified bank check or wire transfer
      in an aggregate amount equal to the Purchase Price for the Units set forth
      on
      the Purchaser’s signature page hereto.

     

    Section
      3. Representations
      and Warranties of the Company.

     

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

     

    3.1 Organization.
      

     

    The
      Company is duly organized, validly existing and in good standing under the
      laws
      of the State of Utah and is qualified to conduct its business as a foreign
      corporation in each jurisdiction where the failure to be so qualified would
      have
      a material adverse effect on the Company.

     

    3.2 Authorization
      of Agreement, Etc.

     

    The
      execution, delivery, and performance by the Company of its obligations under
      this Agreement, the Escrow Agreement, the Subscription Application, the Warrants
      and each other document or instrument contemplated hereby or thereby
      (collectively, the “Transaction
      Documents”)
      has
      been duly authorized by all requisite corporate action on the part of the
      Company; and this Agreement and the Transaction Documents have been duly
      executed and delivered by the Company. Each of the Transaction Documents, when
      executed and delivered by the Company, constitutes the 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).

     

    
      3.3
        Issuance
        of Common Stock and Warrants.

    

     

    The
      Common Stock component of the Units is duly authorized and, when paid for and
      issued in accordance with the Transaction Documents, will be duly and validly
      issued, fully paid, and nonassessable, free and clear of all liens. The Company
      has reserved from its duly authorized capital stock the maximum number of shares
      of Common Stock issuable pursuant to this Agreement and upon exercise of the
      Warrants; provided, however, the Warrants may not be exercised and no shares
      of
      Common Stock are issuable thereunder until the Company has obtained stockholder
      approval of the Warrants in accordance with applicable federal securities
      laws.

     

    
      
         

      

      
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    Section
      4. Representations
      and Warranties of the Purchaser.

     

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

     

    4.1 Authorization
      of the Documents.

     

    The
      Purchaser has all requisite power and authority (corporate or otherwise) to
      execute, deliver, and perform its obligations under the Transaction Documents,
      and the execution, delivery, and performance by the Purchaser of its obligations
      under the Transaction Documents has been duly authorized by all requisite action
      on the part of the Purchaser and each such Transaction Document, when executed
      and delivered by the Purchaser, shall constitute the valid and binding
      obligation of the Purchaser, enforceable against the Purchaser 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).

     

    4.2 Investment
      Representations.

     

    All
      of
      the representations, warranties, and information of the Purchaser as set forth
      in the Purchaser’s Subscription Application are incorporated by reference
      herein, shall be deemed to be a part hereof, and shall be true and correct
      at
      the Closing with the same force and effect as if made by the Purchaser as of
      the
      date thereof.

     

    
      4.3
        Access
        to Company Information.

    

     

    The
      Purchaser acknowledges that it has been afforded access and the opportunity
      to
      obtain all financial and other information concerning the Company that such
      Purchaser desires (including the opportunity to meet with the Company’s
      executive officers). The Purchaser has reviewed copies of all reports filed
      by
      the Company (the “Filings”)
      with
      the Securities and Exchange Commission (the “Commission”)
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      since
      March 31, 2005, which are available for review at www.sec.gov.
      The
      Purchaser further acknowledges that it is familiar with the contents of the
      Company’s Filings, including, without limitation, the risk factors contained in
      the Company’s annual report on Form 10-KSB for the fiscal year ended March 31,
      2007, and that there is no further information about the Company that the
      Purchaser desires in determining whether to acquire the Units in this
      Offering.

     

    Section
      5. Closing
      Conditions; Covenants.

    


    5.1 Closing
      Conditions.

     

    (i) Minimum
      Subscriptions.
      It is a
      condition precedent to the Closing that the Escrow Agent shall have received
      binding subscriptions and immediately available funds of at least $500,000
      from
      the Purchaser and Other Purchasers combined.

     

    
      
         

      

      
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    (ii) Consulting
      Agreement.
      Concurrent with or prior to the Closing, the Company will enter into a
      Consulting Agreement with DK True Energy Development Ltd, a Cyprus corporation
      and RTP Secure Energy Corp., a Delaware corporation (collectively, “Consultant”),
      in
      the form attached hereto as Exhibit
      C.

     

    5.2 Covenants. As
      soon
      as practicable following the Closing, the Company shall use its reasonable
      best
      efforts to (i) obtain the written consent of the holders of at least a majority
      of its issued and outstanding capital stock (the “Consent”),
      in
      accordance with applicable federal securities laws and the rules and regulations
      of any national securities exchange or inter-dealer quotation system upon which
      the Company’s Common Stock is then traded, to approve the sale and issuance of
      (A) the Warrants and the Common Stock underlying the Warrants, and (B) not
      less
      than an aggregate principal amount of $3,000,000 of the Company’s equity or
      equity-linked securities in one or more financing transactions with qualified
      investors, and (ii) upon obtaining such Consent, to prepare and file with the
      Commission an Information Statement pursuant to Section 14(c) of the Exchange
      Act (the “Information Statement”), and cause the Information Statement to be
      transmitted to the holders of the Company’s Common Stock.

    


    Section
      6. Brokers
      and Finders.

     

    The
      Company shall not be obligated to pay any commission, brokerage fee, or finder’s
      fee based on any alleged agreement or understanding between the Purchaser and
      a
      third person in respect of the transactions contemplated hereby. The Purchaser
      hereby agrees to indemnify the Company against any claim by any third person
      for
      any commission, brokerage fee, finder’s fee, or other payment with respect to
      this Agreement or the transactions contemplated hereby based on any alleged
      agreement or understanding between the Purchaser and any such third person,
      whether express or implied from the actions of the Purchaser or anyone acting
      or
      purporting to act on behalf of the Purchaser.

    


    Section
      7. Indemnification.

    


    7.1 By
      the
      Purchaser.
      

    


    The
      Purchaser hereby agrees to indemnify and defend (with counsel acceptable to
      the
      Company) the Company and its officers, directors, employees, and agents and
      hold
      them harmless from and against any and all liability, loss, damage, cost, or
      expense, including costs and reasonable attorneys’ fees, incurred on account of
      or arising from:

    


    (i) any
      breach of or inaccuracy in any of the Purchaser’s representations, warranties,
      or agreements made herein, in any of the Transaction Documents, or in any
      document or instrument contemplated hereby or thereby; and

    


    (ii) any
      action, suit, or proceeding based on a claim that the Purchaser’s
      representations, warranties or agreements made herein, in any of the Transaction
      Documents, or in any document or instrument contemplated hereby or thereby,
      were
      inaccurate or misleading, or otherwise cause for obtaining damages or redress
      from the Company or any current or former officer, director, employee, or agent
      of the Company under the Securities Act.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    7.2 By
      the
      Company.
      

    


    The
      Company hereby agrees to indemnify and defend (with counsel acceptable to the
      Purchaser) the Purchaser and, to the extent applicable, its officers, directors,
      employees, and agents and hold them harmless from and against any and all
      liability, loss, damage, cost, or expense, including costs and reasonable
      attorneys’ fees, incurred on account of or arising from:

    


    (i) any
      breach of or inaccuracy in any of the Company’s representations, warranties, or
      agreements made herein, in any of the Transaction Documents, or in any document
      or instrument contemplated hereby or thereby; and

    


    (ii) any
      action, suit, or proceeding based on a claim that the Company’s representations,
      warranties or agreements made herein, in any of the Transaction Documents,
      or in
      any document or instrument contemplated hereby or thereby, were inaccurate
      or
      misleading, or otherwise cause for obtaining damages or redress from the
      Purchaser or, if applicable, any current or former officer, director, employee,
      or agent of the Purchaser under the Securities Act.

    


    Section
      8. Registration
      of Common Stock Underlying the Warrants.

    


    Subject
      to Rule 415(a)(1) of the Securities Act, the
      Company shall use its reasonable best efforts to file with the Commission,
      as
      soon as practicable thereafter, but in no event later than 180 days from the
      Closing Date, a registration statement (the “Registration
      Statement”)
      on
      Form SB-2, or other applicable form, providing for the resale of all shares
      Common Stock underlying the Warrants “Registrable
      Securities”).
      The
      Company shall use its reasonable best efforts to cause the Registration
      Statement to be declared effective by the Commission as soon as practicable
      thereafter. All expenses incurred in connection with the registration of the
      Registrable Securities, including without limitation, all registration, filing,
      and qualifications fees, printing expenses, and fees and disbursements of
      counsel for the Company, shall be borne by the Company. The Company further
      agrees to maintain the effectiveness of the Registration Statement until the
      earlier of the date on which all of the Registrable Securities covered by the
      Registration Statement are sold or are then eligible for resale pursuant to
      Rule
      144(k) under the Securities Act. 

    


    The
      Company may postpone for up to thirty (30) days the filing or the effectiveness
      of a Registration Statement if the Company reasonably determines that such
      Registration Statement would have a material adverse effect on any proposal
      or
      plan by the Company to engage in any acquisition of assets (other than in the
      ordinary course of business) or any merger, consolidation, tender offer,
      reorganization or similar transaction.

    


    Section
      9. Successors
      and Assigns.

     

    This
      Agreement shall bind and inure to the benefit of the Company, the Purchaser,
      and
      their respective successors and assigns.

     

    
      
         

      

      
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    Section
      10. Entire
      Agreement.

     

    This
      Agreement and the other writings and agreements referred to in this Agreement
      or
      delivered pursuant to this Agreement contain the entire understanding of the
      Parties with respect to the subject matter hereof and supersedes all prior
      agreements and understandings, whether written or verbal, among the Parties
      with
      respect thereto.

     

    Section
      11. Notices.

     

    All
      notices, demands and requests of any kind to be delivered to any Party in
      connection with this Agreement shall be in writing and shall be deemed to have
      been duly given if personally delivered or if sent by internationally-recognized
      overnight courier or by registered or certified mail, return receipt requested
      and postage prepaid, addressed as follows:

     

    if
      to the
      Company, to:

     

    United
      Heritage Corporation

    P.O.
      Box
      11230

    Midland,
      Texas 79702

    Attention:
      Chief Executive Officer

    


    with
      a
      copy to:

    


    Richardson
      & Patel LLP

    The
      Chrysler Building

    405
      Lexington Avenue, 26th Floor

    New
      York,
      New York 10174

    Attention
      Kevin Friedmann

    


    if
      to the
      Purchaser, to:

     

    at
      the
      address of the Purchaser set forth on the Purchaser’s signature page
      hereto;

    


    or
      to
      such other address as the Party to whom notice is to be given may have furnished
      to the other Parties to this Agreement in writing in accordance with the
      provisions of this Section. Any such notice or communication shall be deemed
      to
      have been received (i) in the case of personal delivery, on the date of such
      delivery, (ii) in the case of internationally-recognized overnight courier,
      on
      the next business day after the date when sent and (iii) in the case of mailing,
      on the third business day following that on which the piece of mail containing
      such communication is posted.

     

    Section
      12. Amendments.

     

    This
      Agreement may not be modified or amended, nor may any provision of this
      Agreement be waived, except as evidenced by a written agreement duly executed
      by
      the Parties hereto.

     

    
      
         

      

      
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    Section
      13. Governing
      Law; Waiver of Jury Trial.

     

    All
      questions concerning the construction, interpretation, and validity of this
      Agreement shall be governed by and construed and enforced in accordance with
      the
      domestic laws of the State of Delaware without giving effect to any choice
      or
      conflict of law provision or rule (whether in the State of Delaware or any
      other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of Delaware. In furtherance of the foregoing, the internal
      law of the State of Delaware will control the interpretation and construction
      of
      this Agreement, even if under such jurisdiction’s choice of law or conflict of
      law analysis, the substantive law of some other jurisdiction would ordinarily
      or
      necessarily apply.

     

    Section
      14. Submission
      to Jurisdiction.

     

    Any
      legal
      action or proceeding with respect to this Agreement may be brought in the courts
      of the State of New York and the United States of America located in the City
      of
      New York, Borough of Manhattan and, by execution and delivery of this Agreement,
      the Company hereby accepts for itself and in respect of its property, generally
      and unconditionally, the jurisdiction of the aforesaid courts. The Purchaser
      hereby irrevocably waives, in connection with any such action or proceeding,
      any
      objection, including, without limitation, any objection to the venue or based
      on
      the grounds of forum non conveniens, which it may now or hereafter have to
      the
      bringing of any such action or proceeding in such respective jurisdictions.
      The
      Purchaser hereby irrevocably consents to the service of process of any of the
      aforementioned courts in any such action or proceeding by the mailing of copies
      thereof by registered or certified mail, postage prepaid, to it at its address
      as set forth herein. 

     

    Section
      15. Severability.

     

    It
      is the
      desire and intent of the Parties that the provisions of this Agreement be
      enforced to the fullest extent permissible under the law and public policies
      applied in each jurisdiction in which enforcement is sought. Accordingly, in
      the
      event that any provision of this Agreement would be held in any jurisdiction
      to
      be invalid, prohibited, or unenforceable for any reason, such provision, as
      to
      such jurisdiction, shall be ineffective, without invalidating the remaining
      provisions of this Agreement or affecting the validity or enforceability of
      such
      provision in any other jurisdiction. Notwithstanding the foregoing, if such
      provision could be more narrowly drawn so as not to be invalid, prohibited,
      or
      unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
      narrowly drawn, without invalidating the remaining provisions of this Agreement
      or affecting the validity or enforceability of such provision in any other
      jurisdiction.

     

    Section
      16. Independence
      of Agreements, Covenants, Representations and Warranties.

     

    All
      agreements and covenants hereunder shall be given independent effect so that
      if
      a certain action or condition constitutes a default under a certain agreement
      or
      covenant, the fact that such action or condition is permitted by another
      agreement or covenant shall not affect the occurrence of such default, unless
      expressly permitted under an exception to such covenant. In addition, all
      representations and warranties hereunder shall be given independent effect
      so
      that if a particular representation or warranty proves to be incorrect or is
      breached, the fact that another representation or warranty concerning the same
      or similar subject matter is correct or is not breached will not affect the
      incorrectness of or a breach of a representation and warranty hereunder. The
      exhibits and any schedules annexed hereto are hereby made part of this Agreement
      in all respects. 

     

    
      
         

      

      
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    Section
      17. Counterparts. 

     

    This
      Agreement may be executed in any number of counterparts, and each such
      counterpart of this Agreement shall be deemed to be an original instrument,
      but
      all such counterparts together shall constitute but one agreement. Facsimile
      counterpart signatures to this Agreement shall be acceptable and
      binding.

     

    Section
      18. Headings.

     

    The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

     

    Section
      19. Expenses. 

     

    Upon
      receiving at least $500,000 in aggregate proceeds from the sale of Units, the
      Company will instruct the Escrow Agent to reimburse Consultant for up to an
      aggregate principal amount of $50,000 of due diligence, legal, accounting,
      appraisal, valuation and engineering expenses (including environmental
      assessments and reports) incurred by them, or by Petrosands Energy LLC, in
      connection with the transactions contemplated herein, in the Consulting
      Agreement or in other transactions previously negotiated by the parties with
      respect to the Company. In
      the
      event that the amount of the reimbursement is less than $50,000, the Company
      shall have the obligation to reimburse Consultant for any additional amounts
      with respect to such expenses, including, without limitation, appraisal and
      valuation costs subsequently incurred that relate to the Company’s issuance of
      warrants, provided that the total expenses reimbursed pursuant to this Section
      19 shall not exceed $50,000. This provision shall survive the termination of
      this Agreement.

     

    Except
      as
      otherwise set forth herein, each Party shall pay its own fees and expenses
      incurred in connection with the negotiation, execution, delivery and performance
      of this Agreement, the Transaction Documents and any document or instrument
      contemplated hereby or thereby. 

     

    Section
      20. Preparation
      of Agreement.

     

    The
      Company prepared this Agreement and the Transaction Documents solely on its
      behalf. Each Party to this Agreement acknowledges that: (i) the Party had the
      advice of, or sufficient opportunity to obtain the advice of, legal counsel
      separate and independent of legal counsel for any other Party hereto; (ii)
      the
      terms of the transactions contemplated by this Agreement are fair and reasonable
      to such Party; and (iii) such Party has voluntarily entered into the
      transactions contemplated by this Agreement without duress or coercion. Each
      Party further acknowledges that such Party was not represented by the legal
      counsel of any other Party hereto in connection with the transactions
      contemplated by this Agreement, nor was he or it under any belief or
      understanding that such legal counsel was representing his or its interests.
      Each Party agrees that no conflict, omission, or ambiguity in this Agreement,
      or
      the interpretation thereof, shall be presumed, implied, or otherwise construed
      against any other Party to this Agreement on the basis that such Party was
      responsible for drafting this Agreement.

     

    *
      * * *
      *

     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      each of
      the undersigned has duly executed this Securities Purchase Agreement as of
      the
      date first written above.

    
      	 	 	 
	 	
              COMPANY:

              


              UNITED
                HERITAGE CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:
                

            


    

     

    [INTENTIONALLY
      LEFT BLANK]


     

    [PURCHASER’S
      SIGNATURE PAGE FOLLOWS]

     

    
      
         

      

      
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    [PURCHASER
      SIGNATURE PAGE TO UNITED HERITAGE CORPORATION SECURITIES PURCHASER
      AGREEMENT]

    
      	 	 	 	 
	
              PURCHASER:

            	 	 	 
	 	 	 	 
	
            	 	 	
            
	
              
                

              

              Name of Purchaser (Individual or

              Institution)

            	 	 	
              
                
Name
                of Individual representing

              Purchaser (if an
                Institution)

            


    

     

    
      	
            	 	 	
            
	
              
                

              

              Title of Individual representing
Purchaser (if an
              Institution)	 	 	
              
                

              

              Signature of Individual Purchaser or 

              Individual representing
                Purchaser

            


    

    


    Address:


    


    Telephone:


    


    Telecopier:

    
      	 	 	 	 
	
            	 	 	
            
	
              

              Number
                of Units

            	 	 	
            


    

     

    
      	 	 	 	 
	
              
Aggregate
              Purchase Price	 	 	
            


    

    


    
      
         

      

      
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    EXHIBIT
      A

    


    Form
      of Warrant

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    EXHIBIT
      B

    


    Form
      of Escrow Agreement

     

    
      
         

      

      
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    EXHIBIT
      C

    


    Form
      of Consulting Agreement

     

    
      
         

      

      
        13