CONSULTING
      AGREEMENT

    


    This
      Consulting Agreement (“Agreement”) is made as of November __, 2007 by and
      between DK
      True
      Energy Development Ltd., a Cyprus company
      whose
      address is Akropoleos,
      44-46, 1st Floor, Flat/Office 101, P.C. 2012, Nicosia, Cyprus, and
      RTP
      Secure Energy Corp., a Delaware corporation whose address is 400 West
      9th
      Street,
      Wilmington DE 19801 (collectively, the “Consultant”), and United Heritage
      Corporation, a Utah corporation whose address is 1310
      West
      Wall, Suite A, Midland, Texas 79701 (the
      “Company”), in reference to the following:

    


    RECITALS

    


    WHEREAS,
      the Company, the Consultant and other parties who constitute “Purchasers” have
      each entered into a Securities Purchase Agreement with the Company on or about
      the date of this Agreement; and

    


    WHEREAS,
      the Company is required to enter into this Agreement as a condition precedent
      to
      closing the transactions contemplated by the Securities Purchase
      Agreement.

    


    NOW,
      THEREFORE,
      for good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Company and the Consultant agree as follows:

    


    AGREEMENT

    


    1. Term.
      The
      Company retains the Consultant and the Consultant accepts this appointment
      with
      the Company for a period of one year, beginning on the date hereof and ending
      on
      November __, 2008 (the “Term”).

    


    2. Duties
      of Consultant. The
      Consultant agrees to perform the consulting services set forth on Exhibit “A” to
      this Agreement and made a part of it (the “Services”). The Consultant will
      determine the method, details and means of performing the Services. The
      Consultant may, at the Consultant’s own expense, use employees or other
      subcontractors to assist the Consultant with the performance of the
      Services.

    


    3. Compensation. 

    


    3.1 Common
      Stock Warrants.
      The
      Company shall issue to the Consultant, as compensation for the Services,
      Warrants, each in the form attached hereto as Exhibit “B”, to purchase up to an
      aggregate of nine million shares of common stock of the Company at an exercise
      price of $1.05 per share, as allocated on Exhibit “C” attached hereto
      (collectively, the “Warrants”). The Consultant understands and agrees that the
      Warrants are subject to the vesting conditions set forth therein, including,
      without limitation, a condition that each such warrant must be approved by
      the
      stockholders of the Company in accordance with applicable federal securities
      laws and regulations and the rules and regulations of any national stock
      exchange or inter-dealer quotation system on which the Company’s securities are
      traded. 

     

    
      
        
        

      

      
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    3.2 Investor
      Representations.

    


    (i) Investment.
      The
      Warrants to be acquired by the Consultant will be acquired for investment for
      the Consultant’s own account, not as a nominee or agent, and not with a view to
      the resale or distribution thereof. 

     

    (ii) Accredited
      Investor. The
      Consultant is an “Accredited Investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      “Securities Act”). The Consultant is able to bear the economic risk of the
      Consultant’s investment in the Warrants pursuant to the terms thereof, including
      a complete loss of the Consultant’s investment therein.

     

    (iii) Restricted
      Securities. The
      Consultant understands that the Warrants, and the shares issuable upon exercise
      thereof, may not be sold, transferred or otherwise disposed of without
      registration under the Securities Act of 1933, as amended, or an exemption
      therefrom.

     

    (iv) Legend.
      Each
      certificate evidencing the Warrants shall be endorsed with the legend
      substantially in the form set forth below:

     

    “THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED UNLESS REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
      RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY
      THAT AN EXEMPTION THEREFROM IS AVAILABLE.”

     

    4. Nondisclosure.

    


    4.1 Access
      to Confidential Information. The
      Consultant agrees that during the Term the Consultant will have access to and
      become acquainted with confidential proprietary information which is owned
      by
      the Company and is regularly used in the operation of the Company’s business
      (“Confidential Information”). The
      Consultant agrees that the term “Confidential Information” as used in this
      Agreement is to be broadly interpreted and includes (i) information that has,
      or
      could have, commercial value for the business in which the Company is engaged,
      or in which the Company may engage at a later time, and (ii) information that,
      if disclosed without authorization, could be detrimental to the economic
      interests of the Company.
      The
      Consultant agrees that the term “Confidential
      Information” includes, without limitation, any patent, patent application,
      copyright, trademark, trade name, service mark, service name, “know-how,”
negative “know-how,” trade secrets, customer and supplier identities,
      characteristics and terms of agreement, details of customer or consultant
      contracts, pricing policies, operational methods, marketing plans or strategies,
      product development techniques or plans, business acquisitions plans, science
      or
      technical information, ideas, discoveries, designs, computer programs (including
      source codes), financial forecasts, unpublished financial information, budgets,
      processes, procedures, formulae, improvements or other proprietary or
      intellectual property of the Company, whether or not in written or tangible
      form, and whether or not registered, and including all memoranda, notes,
      summaries, plans, reports, records, documents and other evidence
      thereof.
      The
      Consultant acknowledges that all Confidential Information, whether prepared
      by
      the Consultant or otherwise acquired by the Consultant in any other way, shall
      remain the exclusive property of the Company.

     

    
      
        
        

      

      
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    4.3 Confidential
      Information. “Confidential
      Information” shall
      not
      include, however, information that (i) is or becomes generally available to
      the public other than as a result of a disclosure by the Consultant or its
      representatives in violation of this Agreement; (ii) was known to the
      Consultant on a non-confidential basis prior to its disclosure by the Company
      or
      its representatives; (iii) becomes available to the Consultant on a
      non-confidential basis from a person other than the Company or its
      representatives who is not known to the Consultant to be otherwise bound by
      a
      confidentiality agreement with the Company or any of its representatives, or
      is
      otherwise not known to the Consultant to be under an obligation to the Company
      or any of its representatives not to transmit the information to the Consultant;
      or (iv) was independently developed by the Consultant without reference to
      or use of information provided to the Consultant by or on behalf of the
      Company.

    


    4.4 No
      Unfair Use by Consultant.
      The
      Consultant promises and agrees that the Consultant (which shall include its
      employees and contractors) shall not misuse, misappropriate, or disclose in
      any
      way to any person or entity any of the Company’s Confidential Information,
      either directly or indirectly, nor will the Consultant use the Confidential
      Information in any way or at any time except as required in the course of the
      Consultant’s business relationship with the Company. The Consultant agrees that
      the sale or unauthorized use or disclosure of any of the Company’s Confidential
      Information constitutes unfair competition. 

    


    4.5 Further
      Acts.
      The
      Consultant agrees that, at any time during the term of this Agreement or any
      extension thereof, upon the request of the Company and without further
      compensation, but at no expense to the Consultant, the Consultant shall perform
      any lawful acts, including the execution of papers and oaths and the giving
      of
      testimony, that in the opinion of the Company, its successors or assigns, may
      be
      necessary or desirable in order to obtain, sustain, reissue and renew, and
      in
      order to enforce, perfect, record and maintain, patent applications and United
      States and foreign patents on the Company’s inventions, and copyright
      registrations on the Company’s inventions.

    


    4.6 Obligations
      Survive Agreement.
      The
      Consultant’s obligations under this Section 4 shall survive the expiration or
      termination of this Agreement for a period of five (5) years.

    


    5. Termination.

    


    5.1 Termination
      on Default. Should
      either party default in the performance of this Agreement or materially breach
      any of its provisions, the non-breaching party shall provide written notice
      thereof to the other party, and such other party shall have a reasonable period
      of time of not less than 30 days to cure such default. In the event that such
      default or material breach is not timely cured, the non-breaching party may
      terminate this Agreement by giving written notification to the breaching party
      at the end of such cure period. Termination shall be effective immediately
      on
      receipt of said termination notice. For purposes of this section, material
      breaches of this Agreement shall be limited to, (i) the failure by the Company
      to pay the compensation set forth in Section 3 above and fulfill its obligations
      under the Warrants; (ii) the willful breach or habitual neglect by a party
      of
      the duties that said party is required to perform under the terms of this
      Agreement; (iii) the Consultant’s commission of acts of dishonesty, fraud, or
      material misrepresentation; (iv) the failure by the Consultant or the Company
      to
      conform to all laws and regulations governing the its duties as specifically
      set
      forth under this Agreement; or (v) failure of the stockholders to approve of
      the
      warrants issued to the Consultant as described in Section 3.

     

    
      
        
        

      

      
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    5.2 Return
      of Company Property.
      Upon the
      termination or expiration of this Agreement, the Consultant shall immediately
      transfer to the Company, at its request and expense, all Confidential
      Information (including, but not limited to, electronic files, records,
      documents, drawings, specifications, equipment and similar items in its
      possession relating to the business of the Company, including the work product
      of the Consultant created pursuant to this Agreement), except that the
      Consultant may retain a copy in its legal files.

    


    6. Status
      of Consultant.
      The
      Consultant understands and agrees that the Consultant’s employees are not
      employees of the Company and that the Consultant’s employees shall not be
      entitled to receive employee benefits from the Company, including, but not
      limited to, sick leave, vacation, retirement, death benefits, or an automobile.
      The Consultant shall be responsible for providing, at the Consultant’s expense
      and in the Consultant’s name, disability, worker’s compensation or other
      insurance as well as licenses and permits usual or necessary for conducting
      the
      Services hereunder. Furthermore, the Consultant shall pay, when and as due,
      any
      and all taxes incurred as a result of the Consultant’s compensation hereunder,
      including estimated taxes, and shall provide the Company with proof of said
      payments, upon demand. The Consultant hereby agrees to indemnify the Company
      for
      any claims, losses, costs, fees, liabilities, damages or injuries suffered
      by
      the Company arising out of the Consultant’s breach of this section.

    


    7. Representations
      and Indemnifications. 

    


    7.1 Consultant.
      The
      Consultant represents that the Consultant has the qualifications and ability
      to
      perform the Services in a professional manner, without the advice, control,
      or
      supervision of the Company. The Consultant shall indemnify, defend, and hold
      harmless the Company, and the Company’s officers, directors, affiliates,
      representatives and shareholders from and against any and all claims, demands,
      losses, costs, expenses, obligations, liabilities, damages, recoveries, and
      deficiencies, including, without limitation, interest, penalties, and reasonable
      attorney fees and costs, that the Company may incur or suffer and that arise,
      result from, or are related to any breach or failure of the Consultant to
      perform any of its representations, warranties and agreements contained in
      this
      Agreement.

    


    7.2 Company. The
      Company shall indemnify, defend, and hold harmless the Consultant, and the
      Consultant’s officers, directors, affiliates, representatives and shareholders
      from and against any and all claims, demands, losses, costs, expenses,
      obligations, liabilities, damages, recoveries, and deficiencies, including,
      without limitation, interest, penalties, and reasonable attorney fees and costs,
      that the Consultant may incur or suffer and that arise, result from, or are
      related to (a) the performance of its obligations under this Agreement, except
      to the extent arising from the gross negligence or willful malfeasance of the
      Consultant, or (b) any breach or failure of the Company to perform any of its
      representations, warranties and agreements contained in this
      Agreement.


    


    7.3 Survival.
      The
      provisions contained in this Section 7 shall survive the termination of this
      Agreement and remain operative and in full force and effect until the applicable
      statute of limitations.

    


    
      
        
        

      

      
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    8. Business
      Expenses.
      The
      Company shall reimburse the Consultant for reasonable business expenses incurred
      by the Consultant, provided that the Consultant
      submits
      verification of the nature and amount of said expenses in accordance with the
      reimbursement policies from time to time reasonably adopted by the
      Company.
      Reimbursements shall be made within twenty days of the Consultant’s providing
      verification thereof. Notwithstanding the foregoing, the
      Company shall have the right to pre-approve, for each month of the Term, each
      individual expense exceeding $1,000 and aggregate expenses exceeding $5,000.
      The
      Company’s obligations with respect to expenses incurred during the term of this
      Agreement shall survive the termination of this Agreement. 

     

    9. Notices. 
      Unless
      otherwise specifically provided in this Agreement, all notices or other
      communications (collectively and severally called “Notices”) required or
      permitted to be given under this Agreement, shall be in writing, and shall
      be
      given by: (A) personal delivery (which form of Notice shall be deemed to have
      been given upon delivery), (B) by private airborne/overnight delivery service
      (which forms of Notice shall be deemed to have been given upon confirmed
      delivery by the delivery agency), or (C) by facsimile transmission, provided
      the
      receiving party has a compatible device or confirms receipt thereof (which
      forms
      of Notice shall be deemed delivered upon confirmed transmission or confirmation
      of receipt). Notices shall be addressed to the address set forth in the
      introductory section of this Agreement, or to such other address as the
      receiving party shall have specified most recently by like Notice, with a copy
      to the other party. 

    


    A
      copy of
      any notice to the Consultant shall be given as follows at the same time as
      it is
      given to the Consultant:

    


    Raymond
      T. Pirraglia

    Attorney
      at Law

    74
      Narrows Road South

    Staten
      Island, New York 10305

    Facsimile:
      (718) 273-5950

    


    A
      copy of
      any notice to the Company shall be given as follows at the same time as it
      is
      given to the Company:

    


    Kevin
      Friedmann, Esq.

    Richardson
      & Patel, LLP

    405
      Lexington Avenue, 26th
      Floor

    New
      York,
      NY 10174

    Facsimile:
      (212) 907-6687

    


    10. Choice
      of Law and Venue.
      This
      Agreement shall be governed according to the laws of the state of Delaware.
      Venue for any legal or equitable action between the Company and the Consultant
      which relates to this Agreement shall be in the City of New York, New York,
      Borough of Manhattan.

    


    11. Entire
      Agreement.
      This
      Agreement supersedes any and all other agreements, either oral or in writing,
      between the parties hereto with respect to the services to be rendered by the
      Consultant to the Company and contains all of the covenants and agreements
      between the parties with respect to the services to be rendered by the
      Consultant to the Company in any manner whatsoever. Each party to this agreement
      acknowledges that no representations, inducements, promises, or agreements,
      orally or otherwise, have been made by any party, or anyone acting on behalf
      of
      any party, that are not embodied herein, and that no other agreement, statement,
      or promise not contained in this Agreement shall be valid or binding on either
      party.

     

    
      
        
        

      

      
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    12. Counterparts.
      This
      Agreement may be executed manually or by facsimile signature in two or more
      counterparts, each of which shall be deemed an original, and all of which
      together shall constitute but one and the same instrument.

     

    13.
      Arbitration.
      The
      parties hereby agree that all controversies, claims and matters of difference
      shall be resolved by binding arbitration before the American Arbitration
      Association (the “AAA”) located in the City of New York, New York, Borough of
      Manhattan, according to the rules and practices of the AAA from time-to-time
      in
      force; provided
      however
      that the
      parties hereto reserve their rights to seek and obtain injunctive or other
      equitable relief from a court of competent jurisdiction, without waiving the
      right to compel such arbitration pursuant to this section. The arbitrator shall
      apply Delaware law in rendering a decision. The decision of the arbitrator
      within the scope of the submission will be final and binding on the parties,
      and
      any right to judicial action on any matter subject to resolution by arbitration
      hereunder hereby is waived unless otherwise required by applicable law, except
      suit to enforce an award by the arbitrator or in the event resolution by an
      arbitrator is not available for any reason. The losing party (as determined
      by
      the arbitrator) shall pay the arbitrator’s fees and charges; however, each party
      shall bear such party’s own costs and expenses with respect to the arbitration
      of any controversy, dispute, or claim under this Section 13, including any
      legal
      fees or expenses.

    


    14. Severability.
      If any
      term or provision of this Agreement or the application thereof to any person
      or
      circumstance shall, to any extent, be determined to be invalid, illegal or
      unenforceable under present or future laws effective during the term of this
      Agreement, then and, in that event: (A) the performance of the offending term
      or
      provision (but only to the extent its application is invalid, illegal or
      unenforceable) shall be excused as if it had never been incorporated into this
      Agreement, and, in lieu of such excused provision, there shall be added a
      provision as similar in terms and amount to such excused provision as may be
      possible and be legal, valid and enforceable, and (B) the remaining part of
      this
      Agreement (including the application of the offending term or provision to
      persons or circumstances other than those as to which it is held invalid,
      illegal or unenforceable) shall not be affected thereby and shall continue
      in
      full force and effect to the fullest extent provided by law.

    


    15. Preparation
      of Agreement.
      It
      is
      acknowledged by each party that such party either had separate and independent
      advice of counsel or the opportunity to avail itself or himself of same. In
      light of these facts it is acknowledged that no party shall be construed to
      be
      solely responsible for the drafting hereof, and therefore any ambiguity shall
      not be construed against any party as the alleged draftsman of this
      Agreement.

    


    16. No
      Assignment of Rights or Delegation of Duties by Consultant; Company’s Right to
      Assign.
      The
      Consultant’s rights and benefits under this Agreement are personal to the
      Consultant and therefore no such right or benefit shall be subject to voluntary
      or involuntary alienation, assignment or transfer except as provided in Section
      2. The Company may assign its rights
      and delegate its obligations under this Agreement to any successor in interest
      of the Company.

     

    
      
        
        

      

      
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    17. Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, and all of which together shall constitute one and the same
      instrument, binding on all parties hereto. 

    


    18. Electronically
      Transmitted Documents.
      If a
      copy or counterpart of this Agreement is originally executed and such copy
      or
      counterpart is thereafter transmitted electronically by facsimile or email
      of a
“pdf.” file, such facsimile or “pdf.” document shall for all purposes be treated
      as if manually signed by the party whose facsimile or “pdf.” signature
      appears.

    


    
      
        
        

      

      
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    WHEREFORE,
      the
      parties have executed this Agreement on the date first written
      above.

     

    
      	 	 	 
	 	
              “CONSULTANT”

              


              DK
                True Energy Development Ltd.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
              David Kahn
	 	Title: Director


    

     

    
      	 	 	 
	 	RTP Secure Energy Corp.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
              Raymond T. Pirraglia
	 	Title: President


    

    

      	 	 	 
	 	
              “COMPANY”

              United
                Heritage Corporation

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	Title:


    

     

     

    
      
        
        

      

      
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    EXHIBIT
      “A”

    


    DUTIES
      OF CONSULTANT

    


    (1)
      The
      Consultant agrees to provide consulting services, including but not limited
      to
      reservoir analysis, geological and engineering expertise, as required and
      reasonably requested from time to time by the Company, to assist the Company
      with respect to: (i) reviewing technical data and providing advice regarding
      the
      development of the Company’s Wardlaw field; (ii) identifying and introducing the
      Company to management candidates, including prospective members of the Company’s
      Board of Directors and officers; (iii) interacting with potential investors
      in
      the Company; (iv) assisting and advising the Company with respect to developing
      a pilot program for production of the Wardlaw field; (v) assisting and advising
      the Company with respect to producing a full development plan for the full
      production of the Wardlaw field; and (vi) other related matters. 

    


    (2)
      The
      parties understand agree that the Consultant’s responsibilities and role with
      respect to the services described in (1) above are that of providing general
      information and initial introductions, and additional assistance and cooperation
      as may be requested by the Company; and that in no manner or respect is the
      Consultant a broker, dealer or an expert nor shall the Consultant have
      responsibility for matters related to the viability of any transaction, or
      the
      tax, financial or legal consequences thereof; and, in that regard, the Company
      is responsible for obtaining its own counsel and other advisers with respect
      to
      such matters. 

    


    (3)
      The
      parties understand and agree that all services performed by DK True Energy
      Development Ltd. hereunder shall be performed outside of the United
      States.

    


    
      
        
        

      

      
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    EXHIBIT
      “B”

    


    FORM
      OF WARRANT

    


    
      
        
        

      

      
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    EXHIBIT
      “C”


    


    ALLOCATION
      OF WARRANTS

    

      
        	
                DK
                  True Energy Development Ltd.

              	
                5,250,000
                  shares

              
	
                RTP
                  Secure Energy Corp. 

              	
                3,750,000
                  shares

              


      

    

    


    
      
        
        

      

      
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