ENGAGEMENT
LETTER

    


    January
15, 2011

    


    Ken
Martin

    Glen Rose
Petroleum Corporation &

    UHC
Petroleum Corporation

    22762
Westheimer Parkway, Ste 515

    Katy, TX
77450

    


    Dear Mr.
Martin:

    


    This
letter is to confirm our understanding of the terms and objectives of our
engagement and the nature and limitations of the services we will
provide.

    


    For
fiscal quarter October 1, 2010 through December 31, 2010, we will provide the
following services:

    


    
      	
               
      

            	
              1.

            	
              Prepare
      and recommend adjusting journal entries as necessary to the trial balances
      provided by the company

            


    

    
      	
               
      

            	
              2.

            	
              Prepare
      and Post transactions to depreciation, equity, stock and warrant
      schedules

            


    

    
      	
               
      

            	
              3.

            	
              Prepare
      and recommend updated consolidated trial
  balances

            


    

    
      	
               
      

            	
              4.

            	
              Prepare
      audit schedules and work with outside auditor to finalize December 31,
      2010 quarterly review

            


    

    
      	
               
      

            	
              5.

            	
              Prepare
      work papers for 10Q and prepare draft consolidated financials for the
      December 31, 2010 10Q report

            


    

    


    Our
engagement is limited to the period and the accounting services indicated above
and will terminate on March 1, 2011, unless an amendment is attached hereto or
mutually agreed to in writing.  We will not audit or review your
financial statements, or any other accounting documents and information you
provide, in accordance with generally accepted auditing
standards.  Accordingly, we ask that you not in any manner refer to
this as an audit or review.  Nor will we otherwise verify the data you
submit for accuracy or completeness.  Rather, we will rely on the
accuracy and completeness of the documents and information you provide to
us.  Accordingly, our engagement cannot be relied upon to disclose
errors, fraud, or other illegal acts that may exist.  However, it may
be necessary to ask you for clarification of some of the information you
provide, and we will inform you of any material errors, fraud or other illegal
acts that come to our attention, unless they are clearly
inconsequential.  In addition, we have no responsibility to identify
and communicate significant deficiencies or material weaknesses in your internal
controls as part of this engagement, and our engagement cannot, therefore be
relied upon to make disclosure of such matters.

    


    You are
responsible for adopting sound accounting policies, for maintaining an adequate
and efficient accounting system, for safeguarding assets, for authorizing
transactions, for retaining supporting documentation for those transactions, and
for devising a system of internal controls that will, among other things, help
assure the preparation of proper financial statements.  Furthermore,
you are responsible for management decisions and functions, for designating a
competent employee to oversee any of the services we provide, and for evaluating
the adequacy and results of those services.

    


    
      	
              GLRP
      & UCHP Engagement Letter

            	
              Page
      1

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    You are
responsible for the design and implementation of programs and controls to
prevent and detect fraud, and for informing us about all known or suspected
fraud affecting the Company involving (a) management (b) employees who have
significant roles in internal control, and (c) others where the fraud could have
a material effect on the financial statements.  You are also
responsible for informing us of your knowledge of any allegations of fraud or
suspected fraud affecting the Company received in communications from employees,
former employees, regulators, or others.  In addition, you are
responsible for identifying and ensuring that the entity complies with
applicable laws and regulations.

    


    In order
for us to complete this engagement, and to do so efficiently, we require
unrestricted access to the following documents and information concerning your
company:

    


    
      	
               
      

            	
              1.

            	
              Copies
      of basic documents reflecting your financial transactions, including
      updated QuickBooks file through December 31, 2010, check copies or stubs,
      summaries of cash receipts and sales (cash and charge), bank statements
      and canceled checks, listings of accounts receivable and accounts payable,
      and documentary support of property and equipment transactions-purchases,
      trades, sales, and other dispositions from October 1, 2010 through current
      date;

            


    

    


    
      	
               
      

            	
              2.

            	
              Information
      concerning any mortgage or pledge of business assets on business debts,
      any personal guarantees or debt, leases, or other information that effects
      or may affect the results of operations of the business from October 1,
      2010 through current date;

            


    

    


    
      	
               
      

            	
              3.

            	
              Copies
      of all board minutes, written consents and other board related documents
      from October 1, 2010 through current
date;

            


    

    


    
      	
               
      

            	
              4.

            	
              Copies
      of all stock subscription agreements and any other stock related
      information from October 1, 2010 through current
  date;

            


    

    


    
      	
               
      

            	
              5.

            	
              Copies
      of all executed consulting agreements from October 1, 2010 through current
      date;

            


    

    


    
      	
               
      

            	
              6.

            	
              Identification
      of all cash receipts as to source (i.e., loans, sales, etc.), and
      information concerning all transactions that are consummated with cash
      from October 1, 2010 through current
date;

            


    

    


    
      	
               
      

            	
              7.

            	
              Copies
      of fiscal year ended December 31, 2009 10Q
  report.

            


    

    


    
      	
               
      

            	
              8.

            	
              Any
      other financial information necessary for purpose of reflection on your
      accounting records and trial
balances.

            


    

    


    Any
failure to provide such documents and information, and to do so on a timely
basis, will impede our services, delay the filing of the December 31, 2010 10Q,
and may require us to suspend our services or withdraw from the
engagement.  You agree to accept responsibility for any effect on your
accounting records and financial statements of basic financial information or
transaction documents not submitted to us for processing and entry, or losses
that may result from their absence.

    
      


      
        	
                GLRP
      & UCHP Engagement Letter

              	
                Page
      2

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    As
business conditions change, we may mutually agree to change/modify this
arrangement.

    


    Prior to
commencing our services, we require that a retainer in the amount of $11,000 to
be paid in advance before any work will begin.  Our fees and costs,
for this engagement, will be billed at our hourly rate of $115 per hour plus
reimbursement of reasonable expenses. The invoiced billable hours will detail
the work performed on this engagement.  If the monthly billing is more
than the retainer, the company will pay the difference before the completed
draft of the 10Q is finalized.  If the billing is less than the
retainer, a refund of that portion will be paid back to the
company.   Invoice(s) are due on receipt and any amounts unpaid
will be deemed delinquent, and will be subject to an interest charge of 1.5% per
month, compounded monthly.  If the retainer and/or additional billing
amounts are not paid as required by the company, we will suspend our services
until payment is received and we reserve the right to withdraw from this
engagement.   In the event that any collection action is required
to collect unpaid balances due us, you agree to reimburse us for our costs of
collection, including attorneys’ fees.

    


    If we
elect to terminate our services for nonpayment, or for any other reason provided
for in this letter, our engagement will be deemed to have been completed upon
written notification of termination, even if we have not completed the
accounting service and/or our report.  You will be obligated to
compensate us through the date of termination.

    


    In
connection with this engagement, we may communicate with you or others via email
transmission.  As emails can be intercepted and read, disclosed, or
otherwise used or communicated by an unintended third party, or may not be
delivered to each of the parties to whom they are directed and only to such
parties, we cannot guarantee or warrant that emails from us will be properly
delivered and read only by the addressee.  Therefore, we specifically
disclaim and waive any liability or responsibility whatsoever for interception
or unintentional disclosure of emails transmitted by us in connection with the
performance of this engagement.  In that regard, you agree that we
shall have no liability for any loss or damage to any person or entity resulting
from the use of email transmissions, including any consequential, incidental,
direct, indirect, or special damages, such as loss of revenues or anticipated
profits, or disclosure or communication of confidential or proprietary
information.

    


    It is our
policy to retain engagement documentation for a period of seven years, after
which time we will commence the process of destroying the contents of our
engagement files.  To the extent we accumulate any of your original
records during the engagement, those documents will be returned to you promptly
upon completion of the engagement and once payment of any outstanding balances
owed is paid in full.  You will also provide us with a receipt for the
return of such records.  The balance of our engagement file is our
property, and we will provide copies of such documents at our discretion and if
compensated for any time and costs associated with the effort.

    
      


      
        	
                GLRP
      & UCHP Engagement Letter

              	
                Page
      3

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In the
event we are required to respond to a subpoena, court order or other legal
process for the production of documents and/or testimony relative to information
we obtained and/or prepared during the course of this engagement, you agree to
compensate us at our standard hourly rates then existing for the time we expend
in connection with such response, and to reimburse us for all of our
out-of-pocket costs incurred in that regard.

    


    In the
event that we are or may be obligated to pay any cost, settlement, judgment,
fine, penalty, or similar award or sanction as a result of a claim,
investigation, or other proceeding instituted by any third party, and if such
obligation is or may be a direct or indirect result of any inaccurate or
incomplete information that you provide to us during the course of this
engagement, you agree to indemnify us, defend us, and hold us harmless as
against such obligation.

    


    You agree
that any dispute (other than our efforts to collect an outstanding invoice) that
may arise regarding the meaning, performance or enforcement of this engagement
or any prior engagement that we have performed for you, will, prior to resorting
to litigation, be submitted to mediation, and that the parties will engage in
the mediation process in good faith once a written request to mediate has been
given by any party to the engagement.  Any mediation initiated as a result
of this engagement shall be administered within the county of Kaufman, Texas, by
Lewis Issacks or designee, Attorney-Mediator with Gay, McCall, Issacks, Gordon
& Roberts located at 777 East 15th Street,
Plano, TX 75074, according to its mediation rules, and any ensuing litigation
shall be conducted within said county, according to Texas law.  The results
of any such mediation shall be binding only upon agreement of each party to be
bound.  The costs of any mediation proceeding shall be shared equally by
the participating parties.

    


    Any
litigation arising out of this engagement, except actions by us to enforce
payment of our professional invoices, must be filed within one year from the
accrual of the cause of action, notwithstanding any statutory provision to the
contrary.  In the event of litigation brought against us, any judgment
you obtain shall be limited in amount, and shall not exceed the amount of one
month’s fee charged by us, and paid by you, for the services set forth in this
engagement letter

    


    This
engagement letter is contractual in nature, and includes all of the relevant
terms that will govern the engagement for which it has been
prepared.  The terms of this letter supersede any prior oral or
written representations or commitments by or between the parties.  Any
material changes or additions to the terms set forth in this letter will only
become effective if evidenced by a written amendment to this letter, signed by
all of the parties.

    


    If, after
full consideration and consultation with counsel if so desired, you agree that
the foregoing terms shall govern this engagement, please sign the copy of this
letter in the space provided and return the original signed letter to me,
keeping a fully-executed copy for your records.

    


    Thank you
for your attention to this matter, and please contact me with any questions that
you may have.

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  Barry
      J. Pierce, CPA

                


        

      

    

    
       


      
        	
                GLRP
      & UCHP Engagement Letter

              	
                Page
      4

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      ACCEPTED AND AGREED:

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      Glen
      Rose Petroleum Corporation and

                    	 
      	 
      	 
      
	
                      UHC
      Petroleum Corporation

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      By:   Ken
      Martin

                    	 
      	
                      Date

                    	 
      
	
                      Its:   CFO

                    	 
      	 
      	 
      


            

          

        

      

    

    
      


      
        	
                GLRP
      & UCHP Engagement Letter

              	
                Page
      5