Letter in Lieu of Transfer Order

by United Heritage Corporation
June 30th, 2006
LETTER IN LIEU OF TRANSFER ORDER



Attention: Division Order Department
 
Re: Letter in Lieu of Transfer Orders
 
Ladies and Gentlemen:
 
Your company (the “Payor”) has been disbursing to UNITED HERITAGE CORPORATION, LOTHIAN OIL INC., LOTHIAN OIL (USA) INC., LOTHIAN OIL TEXAS I, INC. and/or UHC NEW MEXICO CORPORATION (collectively, “Assignor”), Assignor’s share of revenues derived from the sale of oil, gas and other minerals produced from the interest in those certain oil and gas properties described on Exhibit “A” attached hereto (collectively the “Properties”). Assignor has made an assignment of such production to STERLING BANK (“Sterling Bank”), effective as of 7:00 o’clock a.m. on the date set forth below.
 
EFFECTIVE DATE OF TRANSFER:                     
 
Payor is hereby authorized and directed to remit the revenues from the sale of oil, gas and other minerals produced from the Properties on and after such effective time and date that are attributable to Assignor’s interest in the Properties to Sterling Bank at the following address:
 
 
 
Sterling Bank
Attn: Energy Lending Group
2550 North Loop West, Suite 800
Houston, Texas 77092
Attn: Lothian Oil Inc.
 
 
Sterling Bank acknowledges and agrees that its receipt of the payment of such proceeds from Payor shall be subject to the terms of any currently effective division or transfer orders applicable to Assignor’s interest in the Properties.
 
 

Assignor hereby ratifies, adopts and confirms his assignment and transfer to Sterling Bank, and does hereby assign and transfer to Sterling Bank, as of the above effective time and date, the interest in oil, gas and other minerals produced from the Properties, together with all proceeds and accounts resulting from the sale thereof.
 
     
 
Very truly yours,
   
 
STERLING BANK,
     
 
By:
/s/ Daniel G. Steele
   

Daniel G. Steele,
   
Senior Vice President
 
     
 
UNITED HERITAGE CORPORATION
     
 
By:
   

   
Chief Executive Officer and President
 
 
 
 
 
LOTHIAN OIL INC.
 
 
 
 
By:  
 
 
Chief Financial Officer
 
     
 
LOTHIAN OIL (USA) INC.
     
 
By:
   

   
Chief Financial Officer


     
 
LOTHIAN OIL TEXAS I, INC.
     
 
By:
   

   
Chief Financial Officer

     
 

UHC NEW MEXICO CORPORATION
     
 
By:
   

   
Chief Executive Officer and President

 

 
STATE OF TEXAS
§
 
 
§
 
COUNTY OF HARRIS
§
 
 
 
This instrument was acknowledged before me on the 16th day of June 2006, by Daniel G. Steele, Senior Vice President, of Sterling Bank, a Texas state chartered banking institution, on behalf of said banking institution.
 
     
   
    /s/ Rhonda Muschalik
 
NOTARY PUBLIC, STATE OF TEXAS
   


THE STATE OF TEXAS
§
 
 
§
 
COUNTY OF HARRIS
§
 

 
This instrument was acknowledged before me on this 15th day of June 2006, by C. Scott Wilson, Chief Executive Officer and President of United Heritage Corporation, a Utah corporation, on behalf of said corporation.
 
     
     
   
/s/ Rhonda Muschalik
   

NOTARY PUBLIC, STATE OF TEXAS
     

THE STATE OF TEXAS
§
 
 
§
 
COUNTY OF HARRIS
§
 
 
This instrument was acknowledged before me on this 15th day of June 2006, by C. Scott Wilson, Chief Financial Officer of Lothian Oil Inc., a Delaware corporation, on behalf of said corporation.
 
     
     
   
/s/ Rhonda Muschalik
   

NOTARY PUBLIC, STATE OF TEXAS
     


THE STATE OF TEXAS
§
 
 
§
 
COUNTY OF HARRIS
§
 
This instrument was acknowledged before me on this 15th day of June 2006, by C. Scott Wilson, Chief Financial Officer of Lothian Oil (USA) Inc., a Texas corporation, on behalf of said corporation.
 
     
   
/s/ Rhonda Muschalik
   

NOTARY PUBLIC, STATE OF TEXAS
     
 
THE STATE OF TEXAS
§
 
 
§
 
COUNTY OF HARRIS
§
 
 
This instrument was acknowledged before me on this 15th day of June 2006, by C. Scott Wilson, Chief Financial Officer of Lothian Oil Texas I, Inc., a Texas corporation, on behalf of said corporation.

     
     
   
/s/ Rhonda Muschalik
   

NOTARY PUBLIC, STATE OF TEXAS
     
THE STATE OF TEXAS
§
 
 
§
 
COUNTY OF HARRIS
§
 
This instrument was acknowledged before me on this 15th day of June 2006, by C. Scott Wilson, President and Chief Executive Officer of UHC New Mexico Corporation, a New Mexico corporation, on behalf of said corporation.
 
     
   
/s/ Rhonda Muschalik
   

NOTARY PUBLIC, STATE OF TEXAS