Lothian Oil Inc.
Exhibit
10.1
Lothian
Oil Inc.
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April
11,
2006
United
Heritage Corporation
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Ladies
and Gentlemen:
Reference
is made to that certain Merger Agreement and Plan of Reorganization (the
“Agreement”)
made
and entered into as of February 22, 2006 by and among United Heritage
Corporation, a Utah corporation (“United”)
and
Lothian Oil Inc., a Delaware corporation (“Lothian”).
Capitalized terms used but not defined herein have the respective meanings
ascribed to them in the Agreement.
Lothian
and United hereby agree that the Agreement is hereby amended as
follows:
1. Section
1.6(g) of the Agreement is deleted in its entirety and replaced with the
following:
“(g)
United
Warrants. At the Effective Time, each holder of United Common Stock as of a
record date to be fixed by United’s board of directors in accordance with
applicable law or regulation (with the exception of Lothian) will receive a
stock purchase warrant to purchase one share of United Common Stock for each
share of United Common Stock held by such United shareholder. Each such warrant
issued pursuant to this Section 1.6(g) will have a term of five years and an
exercise price of $3.00 per share.”
Except
as
specifically amended hereby, the terms of the Agreement shall remain in full
force and effect. This letter agreement shall be governed by and construed
in
accordance with the Laws of the State of Delaware, without giving effect to
any
choice of law or conflict of law provision or rule that would cause the
application of the Laws of any jurisdiction other than the State of Delaware.
[Signature
page follows.]
Please
indicate your acceptance of and agreement to the foregoing by signing and
returning to me a copy of this letter, which may be signed in
counterparts.
| Very truly yours, | ||
| Lothian Oil Inc. | ||
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Name:
Title:
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Chief
Executive Officer
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| By: | /s/ C. ▇▇▇▇▇ ▇▇▇▇▇▇ | |||
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Name:
Title:
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C.
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Chief
Executive Officer
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