0001315714-05-000150 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2005 by and between UNICORP INCORPORATED, a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Standby Equity Distribution Agreement • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas • New Jersey

THIS AGREEMENT dated as of the 14th day of November 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and UNICORP INCORPORATED, a corporation organized and existing under the laws of the State of Nevada (the “Company”).

UNICORP INCORPORATED PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas • Florida

The undersigned, Unicorp Incorporated, a Nevada corporation (the “Company”), hereby agrees with Monitor Capital Inc. (the “Placement Agent”), and Cornell Capital Partners, LP (the “Investor”) as follows:

April 12, 2005 Ken Hooper La Mesa Partners, L. C.
Oil and Gas Lease Assignment Agreement • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas
ASSIGNMENT AND BILL OF SALE
Assignment and Bill of Sale • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas

This Assignment and Bill of Sale, effective as of 7:00 a.m., Central Standard Time the 1st day of August, 2005 (the "Effective Date"), is by and between Walter Johnson, [ADDRESS] (herein called "Assignor") and Affiliated Holdings, Inc., 1117 Herkimer St., Suite 110, Houston, Texas 77008 (herein called "Assignee").

July 21, 2005 Affiliated Holdings, Inc.
Clemens Dome Prospect Letter Agreement • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas
June 2, 2005 UNICORP, INC.
North Edna Prospect Letter Agreement • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas
TERMINATION AGREEMENT
Termination Agreement • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas

THIS TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of November 14, 2005, by and between UNICORP INCORPORATED, incorporated and existing under the laws of the State of Nevada (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

ASSIGNMENT AND BILL OF SALE
Assignment and Bill of Sale • November 16th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas

This Assignment and Bill of Sale, effective as of 7:00 a.m., Central Standard Time the 1st day of June, 2005 (the "Effective Date"), is by and between Jordan Oil Company, Inc., P. O. Box 1863, Lake Charles, LA 70602 (herein called "Assignor") and Affiliated Holdings, Inc., 1117 Herkimer St., Suite 110, Houston, Texas 77008 (herein called "Assignee").

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