0001315714-06-000004 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 13th, 2006 • 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
Equity Distribution Agreement • January 13th, 2006 • 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”).

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UNICORP INCORPORATED PLACEMENT AGENT AGREEMENT
Unicorp Incorporated • January 13th, 2006 • 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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