0001144204-06-028535 Sample Contracts

AMENDMENT TO TERM NOTE, SECURED CREDIT AGREEMENT, AND DEED OF TRUST, MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT
Term Note, Secured Credit Agreement, and Deed of Trust • July 14th, 2006 • United Heritage Corp • Crude petroleum & natural gas

On October 7, 2005, Lothian Oil Inc. (“Lothian”) entered into a Development and Exploration Agreement with UHC New Mexico Corporation, UHC Petroleum Corporation, and UHC Petroleum Services Corporation, ratified by United Heritage Corp. (collectively referred to in this Agreement as “UHCP”), providing for Lothian to advance up to Four Million Dollars ($4,000,000.00) for the development of the Cato San Andres Unit properties owned by UHCP in Chavez County, New Mexico.

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AMENDMENT AND REVISION TO DEVELOPMENT AND EXPLORATION AGREEMENT (Wardlaw Property, Edwards County, Texas)
Development and Exploration Agreement • July 14th, 2006 • United Heritage Corp • Crude petroleum & natural gas

Effective March 31, 2006, Lothian Oil Inc. (“Lothian”), whose address is 500 Fifth Avenue, Suite 2600, New York, NY 10110, and UHC Petroleum Corporation, and UHC Petroleum Services Corporation, as ratified by United Heritage Corporation (collectively referred to as “UHC”), whose address is 405 N. Marienfeld, Suite 200, Midland, TX 79701, entered into a Development and Exploration Agreement (the “Agreement”) providing for Lothian to loan UHC a sum of up to Two Million Five Hundred Thousand Dollars ($2,500,000.00) for the development of oil and gas leases owned by UHC in the Wardlaw Field in Edwards County, Texas (the “Wardlaw Property”).

SECURED CREDIT AGREEMENT Between UNITED HERITAGE CORPORATION as Borrower and LOTHIAN OIL INC., as Lender Dated as of March 31, 2006
Secured Credit Agreement • July 14th, 2006 • United Heritage Corp • Crude petroleum & natural gas • Texas
TERM NOTE
Term Note • July 14th, 2006 • United Heritage Corp • Crude petroleum & natural gas

This Note is a Term Note as referred to in, and is subject to and is entitled to the benefits of that certain Credit Agreement dated to be effective March 31, 2006, by and between the Borrower, and the Lender (as amended, supplemented, or modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given thereto in the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain events. If this Note shall be collected by legal proceedings or through a bankruptcy court, or shall be placed in the hands of an attorney for collection after default or maturity (regardless of how maturity is brought about), the Borrower agrees to pay all costs of collection, including reasonable attorneys’ fees.

DEVELOPMENT AND EXPLORATION AGREEMENT
Development and Exploration Agreement • July 14th, 2006 • United Heritage Corp • Crude petroleum & natural gas

Lothian Oil Inc. (“Lothian”), whose address is 500 5th Avenue, Suite 2600, New York, NY 10110, and UHC Petroleum Corporation, and UHC Petroleum Services Corporation, and ratified by United Heritage Corporation (collectively referred to in this Agreement as “UHC”), whose address is 405 N. Marienfeld, Suite 200, Midland, TX 79701, entered into a definitive agreement providing for Lothian to acquire shares of the common stock of United Heritage Corporation (the “Share Transaction”). The stock purchase agreement provides that it is contingent on Lothian and UHCP entering into a Development and Exploration Agreement (this “Agreement”) concerning the ownership, exploration, and development of UHCP’s Oil and Gas Leases in the Cato San Andres Unit, Chavez County, New Mexico; the Tom Tom Field, Chavez County, New Mexico; the Tomahawk Field, Roosevelt County, New Mexico (collectively referred to as the “New Mexico Properties”); and the Wardlaw Field, Edwards County, Texas (the “Wardlaw Property”

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