Exhibit 10.1 Employment Agreement


    EXHIBIT
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the “Employment Agreement” or “Agreement”), dated this 6th
      day of November 2007, is by and between Unicorp, Inc., a Nevada corporation,
      Houston, Texas (the “Company”), and James T. DeGraffenreid (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 November
      6, 2007 (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
      Vice
      President of Land and Business Development
      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
                Vice
                President of Land and Business Development 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.

            


    

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    4. Compensation
      and Benefits During the Employment Term.

    


    
      	
              (a)

            	
              Salary.
                Executive
                will be compensated by the Company at an annual base salary of
                $200,000.00, 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 participation in the company’s benefit
              plan to include major medical health insurance, dental, life, long-term
              disability insurance and 401-k Plan.

          


    


    	(d)  	
            Short
              Term Incentive Bonus. The
              Executive shall be entitled to receive up to 50% 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
              “B”).

          


    


    (e) Sign-on
      Bonus. The
      Executive shall receive a $50,000.00 sign on bonus. This bonus will be subject
      to repayment to the Company if the Executive terminates this contract within
      12
      months from the date hereof. Notwithstanding the provisions of this paragraph
      4(e), the Executive may terminate this contract in the event the Company files
      for Chapter 7 or 11 bankruptcy proceedings or is unable to timely pay
      Executive’s salary, earned bonuses, or if there is a reduction in employee
      benefits.

    


    
      	
              (f)

            	
              Stock
                Options.
                The Executive shall receive an employee option to purchase 2,000,000
                shares at the fair market price upon the Commencement Date. The option
                shall vest according to the following schedule provided that on any
                vesting date set forth below, Executive is still employed by the
                Company
                at such date:

            


    

    


    (i)
      500,000 Options will vest 12 months from the Commencement Date;

    


    (ii)
      500,000 Options will vest 24 months from the Commencement Date;

    


    (iii)
      500,000 Options will vest 36 months from the Commencement Date; and


    


    (iv)
      500,000 Options will vest 48 months from the Commencement Date.

    


    The
      options shall be evidenced by an option agreement, shall expire seven years
      from
      the date of execution of this Agreement, and shall be subject to the terms
      of
      the Company’s 2007 Stock Option Plan and such option agreement. Notwithstanding
      the expiration date, the option (including all vested and unvested options)
      shall automatically terminate 90 days after the Executive ceases to be employed
      by the Company, provided that if the Executive is terminated by the Company
      for
      Cause, the option (including all vested and unvested options) shall
      automatically terminate on the date of the Executive’s termination. The parties
      acknowledge the existence of vesting provisions lasting longer than the
      Employment Term is not meant to extend the Employment Term, and that such
      vesting provisions do not require the Company to employ the Executive for any
      period of time.

    


    Notwithstanding
      the provisions above, the parties agree that if there is a Change of Control
      (as
      defined below), all options described herein in Paragraph 4 shall vest
      immediately on said Change of Control.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    The
      term
“Change of Control” shall mean: (i) a sale, transfer, or other disposition
      through a single transaction or a series of transactions of all or substantially
      all of the assets of the Company to another entity; or (ii) any consolidation
      or
      merger of the Company with or into another entity, unless immediately after
      the
      consolidation or merger the holders of the common stock of the Company
      immediately prior to the consolidation or merger are the beneficial owners
      of
      securities of the surviving corporation representing at least fifty (50%)
      percent of the combined voting power of the surviving corporation’s then
      outstanding securities. Notwithstanding the previous sentence, a change of
      control will be deemed to have occurred if 50% or more of the fully diluted
      voting shares transfer to a single entity or group of shareholders that act
      as a
      single entity for voting purposes, within a twelve month period, in any manner
      other than a primary or secondary public stock offering.

    


    
      	
              (g)

            	
              As
                additional consideration for entering into this Agreement, Executive
                agrees to restrict the amount of shares of Company common stock that
                he
                can sell, including shares previously acquired in the open market,
                through
                private transactions, through previous employment agreements, as
                well as
                shares acquired pursuant to this Agreement, by concurrently entering
                into
                the Lock-up, Leak-out Agreement attached hereto 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, the
      Company shall grant the Executive 333,333 vested non-qualified options, pursuant
      to the Company’s 2004 Stock Option Plan, to purchase shares of the Company’s
      common stock at an exercise price of $0.01 and expiring seven years from date
      of
      issuance upon such terms and conditions as set forth in any such option
      agreement, and as an additional incentive for the Company to enter into this
      employment relationship, 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.

            


    

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	
              (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:

    


    James
      T.
      DeGraffenreid

    3511
      Cedar Mills Drive

    Kingwood,
      Texas 77345

    


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

    


    
      
         

      

      
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    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.

    


    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/ 
      James T. DeGraffenreid_______  _/s/ 
      Robert P. Munn______________

    James
      T.
      DeGraffenreid    Robert
      P.
      Munn, Chief Executive Officer


    
      
         

        


         

      

      
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    EXHIBIT
      A

    


    LOCK-UP
      AGREEMENT

    


    


    THIS
      LOCK-UP/LEAK-OUT AGREEMENT
      (the
“Agreement”) is entered into concurrently with, and in consideration for, the
      parties entering into the employment agreement dated the even date hereof
      (“Employment Agreement”), as well as other good and valuable consideration, the
      receipt of which the parties hereby acknowledge, by and between Unicorp,
      Inc.,
      a
      Nevada corporation (the “Company”), and James DeGraffenreid
      (“Holder”).

    


    WHEREAS,
      the
      parties agree to restrict Holder’s ability to transfer all shares of Unicorp,
      Inc. common stock (“Unicorp Common Stock”) that Holder owns as of the date
      hereof or acquires after the date hereof ( either upon exercise of options
      pursuant to existing or prior employment agreements or other agreements, or
      through open market or private transactions); and

    


    WHEREAS,
      the
      Holder has agreed to enter into this Agreement and to restrict the sale,
      assignment, transfer, conveyance, or hypothecation of the Unicorp Common Stock,
      all on the terms set forth below.

    


    NOW,
      THEREFORE,
      for
      consideration of entering into the Employment Agreement and in consideration
      of
      the foregoing premises and the mutual covenants contained herein, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto agree
      as
      follows:

    


    	1.  	
            The
              Holder may not sell, pledge, hypothecate, transfer, assign or in any
              other
              manner dispose of any shares of Unicorp Common Stock in amounts in
              excess
              of 10,000 shares per day for the duration of this Agreement, without
              the
              unanimous consent of the board of directors; notwithstanding this section
              1, all sales must comply with SEC Rule
              144.

          


    


    	2.  	
            The
              Holder agrees that he will not engage in any short selling of Unicorp
              Common Stock
              during the term of this Agreement.

          


    


    	3.  	
            Except
              as otherwise provided in this Agreement or any other agreements between
              the parties, the Holder shall be entitled to his respective beneficial
              rights of ownership of Unicorp Common Stock, including the right to
              vote
              the Unicorp Common Stock for any and all
              purposes.

          


    


    	4.  	
            The
              Unicorp Common Stock restrictions covered by this Agreement shall be
              appropriately adjusted should Unicorp undergo a forward split or a
              reverse
              split or otherwise reclassify its shares of Unicorp Common Stock and
              the
              parties agree that appropriate legends may be placed on the shares
              of
              Unicorp Common Stock.

          


    


    	5.  	
            The
              resale restrictions on the Unicorp Common Stock set forth in this
              Agreement shall be in addition to all other restrictions on transfer
              imposed by applicable United States and state securities laws, rules
              and
              regulations.

          


    


    
      
         

      

      
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    	6.  	
            Unicorp
              or each Holder who fails to fully adhere to the terms and conditions
              of
              this Agreement shall be liable to every other party for any damages
              suffered by any party by reason of any such breach of the terms and
              conditions hereof. Each Holder agrees that in the event of a breach
              of any
              of the terms and conditions of this Agreement by any such Holder, that
              in
              addition to all other remedies that may be available in law or in equity
              to the non-defaulting parties, a preliminary and permanent injunction
              and
              an order of a court requiring such defaulting Holder to cease and desist
              from violating the terms and conditions of this Agreement and specifically
              requiring such Holder to perform his/her/its obligations hereunder
              is fair
              and reasonable by reason of the inability of the parties to this Agreement
              to presently determine the type, extent or amount of damages that Unicorp
              or the non-defaulting Holder may suffer as a result of any breach or
              continuation thereof. In
              the event of default hereunder, the non-defaulting parties shall be
              entitled to recover reasonable attorney's fees incurred in the enforcement
              of this Agreement.

          


    


    	7.  	
            This
              Agreement sets forth the entire understanding of the parties hereto
              with
              respect to the subject matter hereof, and may not be amended unless
              both
              parties agree in writing.

          


    


    	8.  	
            This
              Agreement shall be governed by and construed in accordance with the
              laws
              of the State of Texas applicable to contracts entered into and to be
              performed wholly within said State; and Unicorp and the Holder agree
              that
              any action based upon this Agreement may be brought in the United States
              and state courts of Harris County, Texas only, and each submits
              himself/herself/itself to the jurisdiction of such courts for all purposes
              hereunder.

          


    


    


    


    IN
      WITNESS WHEREOF,
      the
      undersigned have duly executed and delivered this Agreement as of the day and
      year first above written.

    


    


    


    


                                    UNICORP,
      INC.

    


    


    


    By:
      _/s/  Robert P. Munn_______________

           
      Robert P. Munn, Chief Executive Officer

    


     

    


    HOLDER

    


    


    


    By:
      _/s/  James T. DeGraffenreid__________

                                      James
      T.
      DeGraffenreid

    



    
      
         

        


         

      

      
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    EXHIBIT
      B

    


    2008
      TARGETS AND GOALS

    


    


    


    TO
      BE
      DETERMINED AND MAY INCLUDE
      CASH
      FLOW, RESERVES, STOCK PRICE..ETC