ex101.htm


    EXHIBIT
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the “Employment Agreement” or “Agreement”), dated this
      16th day of January 2008, is by and between Unicorp, Inc., a Nevada corporation,
      Houston, Texas (the “Company”), and Carl A. Chase (the “Executive”) an
      individual.

    


    WHEREAS,
      the Executive is willing to enter into an agreement with the Company upon the
      terms and conditions herein set forth.

    


    NOW,
      THEREFORE, in consideration of the premises and covenants herein contained,
      the
      parties hereto agree as follows:

    


    1.           
      Term of
      Agreement.  Subject to the terms and conditions hereof, the
      term of employment of the Executive under this Employment Agreement shall be
      for
      the period commencing on January 1, 2008 (the “Commencement Date”) and
      terminating on December 31, 2009, unless sooner terminated as provided in
      accordance with the provisions of Section 5 hereof.  (Such term of
      this agreement is herein sometimes called the “Retained Term”).

    


    2.           
      Employment.  As
      of the Commencement Date, the Company hereby agrees to employ the Executive
      as
      Chief Financial Officer of the Company with such duties as assigned from time
      to
      time by the Company, and the Executive hereby accepts such employment and agrees
      to perform his duties and responsibilities hereunder in accordance with the
      terms and conditions hereinafter set forth.

    


    3.           
      Duties and
      Responsibilities.

    


    
      	
              (a)

            	
              Duties.  Executive
                shall perform such duties as are usually performed by a Chief Financial
                Officer with such duties as assigned from time to time by the Company
                and
                will be consistent of a business similar in size and scope as the
                Company
                and such other duties as may be requested by the Company’s President which
                are reasonable and consistent with the Company’s operations, taking into
                account Executive’s expertise and job responsibilities. The Executive will
                assist with duties required in order to fully comply with all SEC
                rules
                and regulations associated with a publicly traded company.  This
                agreement shall survive any job title or responsibility
                change.  All actions of Executive shall be subject and
                subordinate to the review and approval of the President and/or the
                Company’s board of directors.  The board of directors shall be
                the final and exclusive arbiter of all policy decisions relative
                to the
                Company’s business. 

            


    

    


    
      	
              (b)

            	
              Devotion
                of
                Time.  During the term of this agreement, Executive
                agrees to devote his exclusive and full-time service during normal
                business hours to the business and affairs of the Company (including
                its
                subsidiaries) to the extent necessary to discharge the responsibilities
                assigned to Executive and to use reasonable best efforts to perform
                faithfully and efficiently such responsibilities.  During the
                term of this Agreement it shall not be a violation of this Agreement
                for
                Executive to manage personal investments or companies in which personal
                investments are made so long as such activities do not interfere
                with the
                performance of Executive’s responsibilities with the Company and which
                companies are not in direct competition with the Company.
                

            


    

    


    
      
         

      

      
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    4.           
      Compensation and
      Benefits During the Employment Term.

    


    
      	
              (a)

            	
              Salary.  Executive
                will be compensated by the Company at an annual base salary of
                $180,000.00, from which shall be deducted income tax withholdings,
                social
                security, Medicare, and other customary Executive deductions in conformity
                with the Company’s payroll policy in effect.  The Parties agree
                that Executive shall receive an annual review wherein the Company
                will
                assess the performance of Executive, determine any bonus pursuant
                to
                Paragraph 4(d) and determine the amount of increase to be made to
                Executive’s base salary, if any. 

            


    

    


    
      	
              (b)  

            	
              Vacation.  Executive
                shall be entitled to four weeks paid vacation each calendar year
                beginning
                on January 1, 2008.

            


    

    


    
      	
              (c)  

            	
              Other
                Benefits.  The Executive shall be entitled to a $750
                monthly car allowance (no mileage reimbursement) and participation
                in the
                company’s benefit plan to include major medical health insurance, dental,
                vision, life, long-term disability insurance and 401-k
                Plan.

            


    

    


    
      	
              (d)  

            	
              Short
                Term Incentive Bonus.
                The Executive shall be entitled to receive up to 75% of his
                base
                salary based upon specific goals and targets approved by the board
                of
                directors (Goals and targets for 2008 will be attached as Exhibit
                “A”).

            


    

    


    5.                 
      Termination.

    


    
      	
              (a)  

            	
              Executive's
                employment under the Agreement may be terminated under any of the
                following circumstances:

            


    

    


    (i)           
      Immediately by the Company, upon the death of Executive.

    


    (ii)           
      By the Executive at any time, upon 30 days written notice.

    


    
      	
               

            	
              (iii)

            	
              Immediately,
                upon written notice by the Company for Cause which for purposes of
                the
                Agreement shall be defined as (i) Executive's willful and persistent
                inattention to his reasonable duties which amounts to gross negligence
                or
                willful dishonesty towards, fraud upon, or deliberate injury or attempted
                injury to, the Company, (ii) Executive's willful breach of any term
                or
                provision of the Agreement which breach shall have remained substantially
                uncorrected for 15 days with an opportunity to cure following written
                notice to the Executive; or (iii) the commission by Executive of
                any act
                or any failure by Executive to act involving criminal conduct, whether
                or
                not directly relating to the business and affairs of the Company.
                

            


    

    


    
      	
              (b)  

            	
              Effects
                of
                Termination.  In the event that the Agreement is
                terminated pursuant to Section 5(a) or upon expiration of the term of
                the Agreement, neither the Executive nor the Company shall have any
                further obligations hereunder except for (a) obligations occurring
                prior to the date of termination, and (b) obligations, promises or
                covenants contained herein which are expressly made to extend beyond
                the
                term of the Agreement.

            


    

    


    
      	
              (c)  

            	
              Improper
                Termination.  In the event of the Executive's termination
                by the Company for any reason other than for Cause or the death of
                the
                Executive, Executive shall continue to be paid, as severance pay,
                an
                amount equal to his salary at the time of termination until the later
                of:
                (i) the end of twelve months from the Commencement Date or (ii) 180
                calendar days from the date of the termination. Except for the severance
                pay, the Company shall not have any further obligations hereunder
                except
                for (a) obligations occurring prior to the date of termination, and
                (b) obligations, promises or covenants contained herein which are
                expressly made to extend beyond the term of the
                Agreement.

            


    

    


    
      
         

      

      
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    6.           
      Revealing of Trade
      Secrets, etc.  Executive acknowledges the interest of the
      Company in maintaining the confidentiality of information related to its
      business and shall not at any time during the Employment Term or thereafter,
      directly or indirectly, reveal or cause to be revealed to any person or entity
      the supplier lists, customer lists or other confidential business information
      of
      the Company; provided, however, that the parties acknowledge that it is not
      the
      intention of this paragraph to include within its subject matter (a) information
      not proprietary to the Company, (b) information which is then in the public
      domain through no fault of Executive, or (c) information required to be
      disclosed by law.

    


    7.           
      Indemnification.  In
      the event Executive is made a party to any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative (other than an action by the Company against Executive, by reason
      of the fact that Executive was performing services under this Agreement or
      that
      Executive was or is an officer, director or employee of the Company, then the
      Company shall indemnify, hold harmless and defend Executive against all expenses
      (including attorneys' fees and expenses), judgments, fines and amounts paid
      in
      settlement, as actually and reasonably incurred by Executive in connection
      therewith, to the maximum permitted by applicable law.  The advance of
      expenses shall be mandatory to the extent permitted by applicable
      law.  In the event that both Executive and the Company are made party
      to the same third-party action, complaint, suit or proceeding, the Company
      agrees to engage counsel, and Executive consents to use the same counsel, which
      consent will not be unreasonable withheld, provided that if counsel selected
      by
      the Company shall have a conflict of interest that prevents such counsel from
      representing Executive and the Company at the same time, Executive may engage
      separate counsel and the Company shall pay all reasonable attorneys' fees and
      expenses of separate counsel.  The Company shall not be required to
      pay the fees of more than one law firm except as described in the preceding
      sentence.  Further, while Executive is expected to faithfully
      discharge his duties under this Agreement, Executive shall not be held liable
      to
      the Company for errors or omissions made in good faith where Executive has
      not
      exhibited intentional misconduct or performed criminal or fraudulent
      acts.  Notwithstanding the above, the Company’s obligation to
      indemnify Executive is subject to any prohibitions as a matter of law that
      the
      company cannot indemnify the executive.

    


    8.           
      Non-Competition
      Agreement.  In addition to the compensation and benefits listed in
      Section 4 hereof, Executive agrees to the non-competition provisions of this
      section.

    


    
      	
              (a)

            	
              Termination
                for Cause or by
                the Executive. If the Executive is terminated for Cause or upon
                termination by the Executive pursuant to Section 5(a)(ii) hereof,
                Executive hereby agrees that for a period commencing on the date
                hereof
                and ending six (6) months following the termination of Executive’s
                employment, he will not, directly or indirectly, as employee, agent,
                consultant, stockholder, director, co-partner or in any other individual
                or representative capacity, own, operate, manage, control, engage
                in,
                invest in or participate in any manner in, act as a consultant or
                advisor
                to, render services for, or otherwise assist any person or entity
                (other
                than the Company) that engages in or owns, invests in, operates,
                manages
                or controls any venture or enterprise that engages or proposes to
                engage
                in the business of the exploration and/or exploitation of oil and
                gas
                properties in which the Company has a direct  interest or in
                which the Company has an interest in adjacent properties or properties
                in
                the same field or any prospects in which the Company is developing
                or is
                contemplating investing in, developing or operating.  This
                provision may be waived by the unanimous written consent of the board
                of
                directors upon the termination of Executive for any reason.
                

            


    

    


    
      
         

      

      
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              (b)

            	
              Termination
                without
                Cause.  If Executive is terminated without cause, at any time,
                then the Executive shall not be subject to non-competition obligations
                of
                this Section 8.    

            


    

    


    
      	
              (c)

            	
              Restrictions
                on Future
                Employment.  Executive understands that the foregoing
                restrictions may limit his ability to engage in certain businesses
                during
                the period provided for above, but acknowledges that Executive will
                receive sufficiently high remuneration and other benefits (e.g., high
                remuneration
                during the term of the Agreement and access to certain confidential
                and
                proprietary information and trade secrets) under this Agreement to
                justify
                such restriction.  Executive acknowledges that money damages would
                not be sufficient remedy for any breach of this section by Executive,
                and
                Company or any of its subsidiaries or affiliates shall be entitled
                to
                enforce the provisions of this section by terminating any payments
                then
                owing to Executive under this Agreement and/or to specific performance
                and
                injunctive relief as remedies for such breach or any threatened breach,
                without any requirement for the securing or posting of any bond in
                connection with such remedies.  Such remedies shall not be deemed the
                exclusive remedies for a breach of this section, but shall be in
                addition
                to all remedies available at law or in equity to Company or any of
                its
                subsidiaries or affiliates, including, without limitation, the recovery
                of
                damages from Executive and his agents involved in such breach.
                

            


    

    


    
      	
              (d)  

            	
              Acknowledgement
                by
                Parties.  It is expressly understood that the restrictions
                contained in this section are related to and result from the agreements
                of
                the Company and Executive in this section and it is agreed that the
                Company and Executive consider the restrictions contained in this
                section
                to be reasonable and necessary to protect the confidential and proprietary
                information and trade secrets of the Company and its subsidiaries
                and
                affiliates.

            


    

    


    9.           
      Non-Solicitation. 
      During the Restricted Period, without the prior written consent of the
      Company, the Executive shall not, directly or indirectly: (i) contact or solicit
      any current, former, or known potential customer of the Company or any of the
      customer’s subsidiaries, or affiliates; or (ii) hire or solicit, or cause others
      to hire or solicit, for employment by any person other than the Company or
      any
      affiliate or successor of the Company, any employee of, or person employed
      within the two years preceding the Executive's hiring or solicitation of such
      person by, the Company and its affiliates or successors or encourage any such
      employee to leave his or her employment.

    


    


    10.                 
      Arbitration.  If
      a dispute should arise regarding this Agreement, all claims, disputes,
      controversies, differences or other matters in question arising out of this
      relationship shall be settled finally, completely and conclusively by
      arbitration of three arbitrators, which is mutually agreed upon, in Houston,
      Texas, in accordance with the Commercial Arbitration Rules of the American
      Arbitration Association (the "Rules").  Arbitration shall be initiated
      by written demand. If agreement on the composition of the panel is not possible,
      the rules of the American Arbitration Association shall prevail. This Agreement
      to arbitrate shall be specifically enforceable only in the District Court of
      Harris County, Texas.  A decision of the arbitrators shall be final,
      conclusive and binding on the Company and the Executive, and judgment may be
      entered in the District Court of Harris County, Texas, for enforcement and
      other
      benefits.  On appointment, the arbitrators shall then proceed to
      decide the arbitration subjects in accordance with the Rules.  Any
      arbitration held in accordance with this paragraph shall be private and
      confidential.  The matters submitted for arbitration, the hearings and
      proceedings and the arbitration award shall be kept and maintained in strictest
      confidence by Executive and the Company and shall not be discussed, disclosed
      or
      communicated to any persons.  On request of any party, the record of
      the proceeding shall be sealed and may not be disclosed except insofar, and
      only
      insofar, as may be necessary to enforce the award of the arbitrators and any
      judgment enforcing an award.  The prevailing party shall be entitled
      to recover reasonable and necessary attorneys' fees and costs from the
      non-prevailing party.

    


    
      
         

      

      
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    11.           
      Survival.  In
      the event that this Agreement shall be terminated, then notwithstanding such
      termination, the obligations of Executive pursuant to Section 6 of this
      Agreement shall survive such termination and any obligations of the Company
      pursuant to Section 4 of this Agreement shall survive such termination.

    


    12.           
      Contents of Agreement,
      Parties in Interest, Assignment, etc.  This Agreement sets
      forth the entire understanding of the parties hereto with respect to the subject
      matter hereof.  All of the terms and provisions of this Agreement
      shall be binding upon and inure to the benefit of and be enforceable by the
      respective heirs, representatives, successors and assigns of the parties hereto,
      except that the duties and responsibilities of Executive hereunder which are
      of
      a personal nature shall neither be assigned nor transferred in whole or in
      part
      by Executive.  This Agreement shall not be amended except by a written
      instrument duly executed by the parties.

    


    13.           
      Severability;
      Construction.  If any term or provision of this Agreement shall
      be held to be invalid or unenforceable for any reason, such term or provision
      shall be ineffective to the extent of such invalidity or unenforceability
      without invalidating the remaining terms and provisions hereof, and this
      Agreement shall be construed as if such invalid or unenforceable term or
      provision had not been contained herein.  The parties have
      participated jointly in the negotiation and drafting of this
      Agreement.  In the event an ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted jointly
      by the parties and no presumption or burden of proof shall arise favoring or
      disfavoring any party by virtue of the authorship of any of the provisions
      of
      this Agreement.

    


    14.           
      Notices.  Any
      notice, request, instruction or other document to be given hereunder by any
      party to the other party shall be in writing and shall be deemed to have been
      duly given when delivered personally; or five (5) days after dispatch by
      registered or certified mail, postage prepaid, return receipt requested; or
      one
      (1) day after dispatch by overnight courier service; in each case, to the party
      to whom the same is so given or made:

    


    If
      to the Company addressed
      to:

    


    Unicorp,
      Inc.

    5075
      Westheimer, Suite 975

    Houston,
      Texas 77056

    Attn:  Chief
      Executive
      Officer

    


    If
      to Executive addressed to:

    


    Carl
      A.
      Chase

    19311
      Puget Lane

    Spring,
      Texas 77388

    


    or
      to
      such other address as the one party shall specify to the other party in
      writing.

    


    15.           
      Counterparts and
      Headings.  This Agreement may be executed in one or more
      counterparts, each of which shall be deemed an original and all which together
      shall constitute one and the same instrument.  All headings are
      inserted for convenience of reference only and shall not affect the meaning
      or
      interpretation of this Agreement.

    


    
      
         

      

      
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    16.           
      Governing Law;
      Venue.  This Agreement shall be construed and enforced in
      accordance with, the laws of the State of Texas, without regard to the conflict
      of laws provisions thereof.  Venue of any dispute concerning this
      Agreement shall be exclusively in Harris County, Texas.

    


    17.           
      Waiver.                      
The failure
      of either party to enforce any provision of this Agreement shall not
      be construed as a waiver or limitation of that party’s right to subsequently
      enforce and compel strict compliance with every provision of this
      Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered as of the day and year first above written.

    


    


    EXECUTIVE                                                                           
      UNICORP, INC.

     

    


    _/s/ 
Carl
      A.
      Chase                                                                 
_/s/  Robert P.
      Munn__________ 

    Carl
      A.
      Chase                                                                           
Robert P. Munn, Chief Executive Officer


    
      
         

      

      
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    EXHIBIT
      A

    


    2008
      TARGETS ANDGOALS

    


    


    



    
      
         

      

      
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