0001144204-05-025103 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 15th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 8, 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
Equity Distribution Agreement • August 15th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas • New Jersey

THIS AGREEMENT dated as of the 8th day of August 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”).

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ESCROW AGREEMENT
Escrow Agreement • August 15th, 2005 • Unicorp Inc /New • Crude petroleum & natural gas • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2005 by UNICORP INCORPORATED, a Nevada corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).

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UNICORP INCORPORATED PLACEMENT AGENT AGREEMENT
Unicorp Incorporated • August 15th, 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:

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