EXHIBIT 10.1

                                    AGREEMENT

     THIS  AGREEMENT  is  made  this  23rd  day  of  March, 2001, by and between
UNICORP,  INC.,  a  Nevada  corporation having its principal office and place of
business  in Harris County, Texas ("Unicorp"), EQUITABLE ASSETS, INCORPORATED, a
Belize  corporation  having its principal office and place of business in Belize
City,  Belize  ("Equitable"),  TEXAS  NEVADA  OIL & GAS CO., a Texas corporation
having  its  principal  office  and  place  of  business in Harris County, Texas
("TNOG"),  and  OPPORTUNITY  ACQUISITION COMPANY, a Texas corporation having its
principal  office and place of business in Harris County, Texas ("Opportunity").

     WHEREAS,  Unicorp  desires  to  spin-off  TNOG  (the  "Spin-Off")  to  its
shareholders  (the  "Unicorp  Shareholders");

     WHEREAS,  following  the  Spin-Off, and subject to all of the terms of this
Agreement,  TNOG  will  merge  with  Opportunity;  and

     WHEREAS,  Equitable,  as the controlling shareholder of Unicorp, desires to
ensure  that  Unicorp  and  TNOG  perform  all  of  their obligations hereunder;

     NOW,  THEREFORE, in consideration of the foregoing and the following mutual
covenants  and  agreements,  the  parties  hereto  do  hereby  agree as follows:

     1.          Spin-Off  and  Registration.  Unicorp will Spin-Off TNOG to the
                 ---------------------------
Unicorp  Shareholders.  The  Spin-Off  will  be  accomplished  by  Unicorp's
distribution  to  the  Unicorp  Shareholders  all  of the issued and outstanding
shares  of  the common stock, no par value per share, of TNOG (the "TNOG Stock")
owned by Unicorp.  Further, the Spin-Off shall be exempt from registration under
the  Securities  Act of 1933, as amended (the "Securities Act").  In conjunction
with  the  Spin-Off,  TNOG  and Unicorp will promptly cause the TNOG Stock to be
registered pursuant to a Registration Statement on Form 10-SB (the "Exchange Act
Registration")  under  the  Securities  Exchange  Act  of  1934, as amended (the
"Exchange  Act").  After  the Spin-Off and the effectiveness of the Exchange Act
Registration,  TNOG will be a fully reporting company under the Exchange Act and
will  have  no liabilities.  In addition, TNOG will have at least (a) 400 "round
lot"  shareholders,  and  (b)  one  market  maker  for  the  TNOG  Stock.

     2.          Merger.  Following  the  Spin-Off  and the effectiveness of the
                 ------
Exchange  Act  Registration,  Opportunity will enter into an agreement of merger
(the  "Merger  Agreement")  with  TNOG, whereby TNOG will merge with Opportunity
(the  "Merger") pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of
1986,  as  amended.  Opportunity  will  be  the  surviving  entity.  The  Merger
Agreement  will  provide that the shares of the common stock of Opportunity (the
"Opportunity  Stock")  following  the  Merger  will  be held five percent by the
Unicorp  Shareholders  and  95 percent by the shareholders of Opportunity before
the  Merger.

     3.          Information  Statement.  Prior  to the Merger, TNOG and Unicorp
                 ----------------------
will  promptly  prepare  and  send  to  the  Unicorp Shareholders an Information
Statement  as  required  by  the  Exchange  Act (the "Information Statement") in
connection  with  obtaining approval for the Merger by the Unicorp Shareholders.

     4.          Registration  of  Opportunity's Stock.  In conjunction with the
                 -------------------------------------
Information  Statement, and as part of the Merger, an S-4 Registration Statement
(the  "Securities  Act Registration") in accordance with the Securities Act will
be  prepared  and  filed  by Opportunity to register the Opportunity Stock to be
received  by  the  Unicorp  Shareholders.

     5.          Representations  of  Unicorp  and  Equitable.  Unicorp  and
                 --------------------------------------------
Equitable  represent  that:

          (a)          Equitable owns 95.5 percent of the issued and outstanding
shares of the voting capital stock of Unicorp, and as such, it has the power and
authority  to  cause  Unicorp  and  TNOG  to  perform  all  of their obligations
hereunder.

          (b)       Unicorp owns all of the issued and outstanding shares of the
capital stock of TNOG, and is fully authorized to perform all of its obligations
hereunder.


<PAGE>
     6.          Covenants of Equitable.  Equitable hereby covenants that as the
                 ----------------------
controlling  shareholder  of  Unicorp and by extension, TNOG, it will cause both
Unicorp  and  TNOG to perform all of their obligations hereunder, including, but
not  limited to, the obligation of Unicorp and TNOG to pay any amounts which may
become  due to Opportunity in the event that Unicorp or TNOG fail to satisfy any
of  the conditions precedent to Opportunity's obligations hereunder as specified
in  Paragraph  7  hereof.

     7.          Conditions  Precedent  to  Opportunity's  Obligations.
                 -----------------------------------------------------
Notwithstanding  anything  herein  contained  to the contrary, Opportunity shall
have  no  obligation  hereunder  with  respect to the Merger or any other matter
referred  to herein, if any representation by Unicorp or Equitable is untrue, or
Unicorp  and  TNOG  shall  fail  to consummate the Spin-Off and the Exchange Act
Registration  within  120  days  from the date of this Agreement.  Following the
Spin-Off and the Exchange Act Registration, TNOG and Unicorp will enter into the
Merger  Agreement with Opportunity.  The Merger Agreement will contain the usual
and  customary  representations  and warranties, including, but not limited to a
representation  and  warranty  with  respect  to  the  fact  that  TNOG  has  no
liabilities,  and  such  other  matters  as  to which the parties can reasonably
agree.  In addition, the Merger Agreement will provide for an opinion of counsel
by the attorney representing Unicorp, Equitable, and TNOG that the Spin-Off, the
Exchange  Act Registration, and the Merger have been authorized and concluded in
conformity  with  all  applicable  laws,  including,  but  not  limited  to  the
Securities  Act  and  the  Exchange  Act, and any applicable state corporate and
securities  laws.  If  Unicorp, Equitable, or TNOG fail to comply with the terms
of  this  Agreement,  then  Opportunity,  at its sole option, may terminate this
Agreement, whereupon no party shall have any further obligation hereunder, other
than  the  obligation  of Unicorp, Equitable, and TNOG to repay any of the costs
paid  by  Opportunity  as  specified  in  Paragraph  8  hereof.

     8.          Payment  of  Unicorp's,  Equitable,  and  TNOG's  Expenses.
                 ----------------------------------------------------------
Opportunity  will  pay  the  costs of Unicorp, Equitable, and TNOG in connection
with  the  Spin-Off,  the  Exchange  Act  Registration,  the  Merger,  and  the
Information Statement to the Unicorp Shareholders with respect to the Merger, in
an  amount not to exceed $75,000.  It is understood by Opportunity that Unicorp,
Equitable,  and  TNOG  will  have  to pay certain "clean-up costs" pertaining to
Unicorp  before  the  transactions  described herein can be completed.  However,
before payment of any expenses will be made by Opportunity, any invoices must be
submitted  by Unicorp to Opportunity for approval.  Thereafter, Opportunity will
pay  any  approved  invoice  within  10  days  after its receipt and approval by
Opportunity.  Unicorp, Equitable, and TNOG will pay all of their costs in excess
of  $75,000.  In  the event that Unicorp, Equitable, or TNOG fail to comply with
the terms of this Agreement, any costs paid by Opportunity on behalf of Unicorp,
Equitable,  or  TNOG  hereunder  will  be  repaid  to  Opportunity  on demand by
Opportunity.  In  connection  with  the  agreement by Opportunity to pay certain
expenses of Unicorp, Equitable, and TNOG hereunder, Unicorp, Equitable, and TNOG
will  execute  a  promissory  note  in the form attached hereto as Exhibit A and
                                                                   ---------
incorporated  herein  by  reference  for all purposes (the "Note").  If Unicorp,
Equitable,  and  TNOG fully perform all of their obligations hereunder, the Note
will  be  cancelled.

     9.          Payment of Opportunity's Expenses.  Opportunity will pay all of
                 ---------------------------------
its  own  costs  associated with the Merger and the Securities Act Registration,
provided  Unicorp,  Equitable,  and TNOG have performed all of their obligations
hereunder.  If  Unicorp,  Equitable,  or  TNOG  fail  to  fully  perform  their
obligations  hereunder,  then  the costs paid by Opportunity associated with the
Merger  and  the Securities Act Registration, as well as this Agreement, will be
added  to  the  principal  of the Note and paid by Unicorp, Equitable, and TNOG.

     10.          Other Agreements and Documents.  In carrying out the intent of
                  ------------------------------
this Agreement, there are several agreements and documents which will need to be
prepared,  including,  but  not  limited  to  the Exchange Act Registration, the
Information  Statement,  the  Securities  Act  Registration,  and  the  Merger
Agreement.  The  parties agree to act in good faith and to attempt to reasonably
agree  on  the  terms  of  such  agreements  and  documents.

     11.          Attorney's Fees.  In the event that it should become necessary
                  ---------------
for  any  party entitled hereunder to bring suit against any other party to this
Agreement  for enforcement of the covenants herein contained, the parties hereby
covenant  and  agree  that  the  party  who  is found to be in violation of said
covenants  shall  also be liable for all reasonable attorney's fees and costs of
court  incurred  by  the  other  parties  hereto.

     12.          Mediation and Arbitration.  All disputes arising or related to
                  -------------------------
this  Agreement  must exclusively be resolved first by mediation with a mediator
selected  by  the parties, with such mediation to be held in Houston, Texas.  If
such  mediation  fails,  then  any  such  dispute  shall  be resolved by binding
arbitration  under  the Commercial Arbitration Rules of the American Arbitration
Association  in  effect at the time the arbitration proceeding commences, except
that  (a) Texas law and the Federal Arbitration Act must govern construction and
effect, (b) the locale of any arbitration must be in Houston, Texas, and (c) the


<PAGE>
arbitrator  must with the award provide written findings of fact and conclusions
of  law.  Any  party  may  seek  from  a  court  of  competent  jurisdiction any
provisional remedy that may be necessary to protect its rights or assets pending
the  selection of the arbitrator or the arbitrator's determination of the merits
of  the  controversy.  The exercise of such arbitration rights by any party will
not  preclude  the  exercise  of  any  self-help  remedies  (including  without
limitation,  setoff  rights)  or  the  exercise  of any non-judicial foreclosure
rights.  An  arbitration  award may be entered in any court having jurisdiction.

     13.          Benefit.  All the terms and provisions of this Agreement shall
                  -------
be  binding  upon  and inure to the benefit of and be enforceable by the parties
hereto,  and  their  respective  heirs,  executors,  administrators,  personal
representatives,  successors  and  permitted  assigns.

     14.          Notices.  All  notices,  requests,  demands,  and  other
                  -------
communications hereunder shall be in writing and delivered personally or sent by
registered  or  certified  United  States  mail,  return  receipt requested with
postage  prepaid, if to Unicorp, Equitable, or TNOG, addressed to Mr. Louis Mehr
at  1907 Tarpley, Katy, Texas 77493, with a copy to M. Stephen Roberts, Esquire,
at P.O. Box 981021, Houston, Texas 770098, telecopier (713) 961-1148, and e-mail
sroberts@bigfoot.com;  and  if  to  Opportunity,  addressed  to  Mr.  John  F.
Terwilliger  at  801 Travis Street, Suite 1425, Houston, Texas 77002, telecopier
(713)  221-8845,  and  e-mail  mooseoil@swbell.net,  with  a  copy  to Norman T.
Reynolds,  Esquire,  Jackson Walker L.L.P. at 1100 Louisiana Street, Suite 4200,
Houston,  Texas  77002,  telecopier (713) 752-4221, and e-mail nreynolds@jw.com.
Any  party  hereto  may  change  its address upon 10 days' written notice to any
other  party  hereto.

     15.          Construction.  Words  of  any  gender  used  in this Agreement
                  ------------
shall  be  held  and  construed  to  include  any other gender, and words in the
singular  number shall be held to include the plural, and vice versa, unless the
context  requires  otherwise.  In  addition, the pronouns used in this Agreement
shall  be  understood and construed to apply whether the party referred to is an
individual,  partnership,  joint  venture,  corporation  or  an  individual  or
individuals  doing  business  under  a  firm  or  trade name, and the masculine,
feminine  and  neuter  pronouns  shall  each  include  the other and may be used
interchangeably  with  the  same  meaning.

     16.          Waiver.  No  course of dealing on the part of any party hereto
                  ------
or  its  agents,  or  any  failure  or  delay  by any such party with respect to
exercising  any  right, power or privilege of such party under this Agreement or
any  instrument  referred  to  herein shall operate as a waiver thereof, and any
single  or  partial  exercise  of  any  such right, power or privilege shall not
preclude any later exercise thereof or any exercise of any other right, power or
privilege  hereunder  or  thereunder.

     17.          Cumulative Rights.  The rights and remedies of any party under
                  -----------------
this  Agreement  and  the  instruments  executed or to be executed in connection
herewith,  or  any  of  them,  shall  be  cumulative and the exercise or partial
exercise  of  any  such  right  or remedy shall not preclude the exercise of any
other  right  or  remedy.

     18.          Invalidity.  In  the  event  any one or more of the provisions
                  ----------
contained  in this Agreement or in any instrument referred to herein or executed
in  connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable  in  any respect, such invalidity, illegality, or unenforceability
shall  not  affect  the  other  provisions  of  this Agreement or any such other
instrument.

     19.          Time  of  the  Essence.  Time  is  of  the  essence  of  this
                  ----------------------
Agreement.

     20.          Headings.  The  headings  used  in  this  Agreement  are  for
                  --------
convenience and reference only and in no way define, limit, simplify or describe
the scope or intent of this Agreement, and do not effect or constitute a part of
this  Agreement.

     21.          No  Assignment.  This  Agreement  may  not  be assigned by any
                  --------------
party  hereto  without  the  prior  written consent of the other parties hereto.

     22.          Excusable  Delay.  None  of  the  parties  hereto  shall  be
                  ----------------
obligated to perform and none shall be deemed to be in default hereunder, if the
performance  of  a non-monetary obligation is prevented by the occurrence of any
of  the  following,  other  than as the result of the financial inability of the
party  obligated  to  perform: acts of God, strikes, lock-outs, other industrial
disturbances,  acts  of a public enemy, wars or war-like action (whether actual,
impending  or  expected  and  whether  de  jure  or  de  facto), arrest or other


<PAGE>
restraint  of  governmental (civil or military) blockades, insurrections, riots,
epidemics,  landslides,  lightning,  earthquakes,  fires,  hurricanes,  storms,
floods,  washouts,  sink  holes,  civil  disturbances,  explosions,  breakage or
accident to equipment or machinery, confiscation or seizure by any government of
public  authority,  nuclear  reaction or radiation, radioactive contamination or
other  causes, whether of the kind herein enumerated, or otherwise, that are not
reasonably  within  the  control  of  the  party  claiming  the  right  to delay
performance  on  account  of  such  occurrence.

     23.          No  Third-Party  Beneficiary.  Any  agreement to pay an amount
                  ----------------------------
and  any  assumption of liability herein contained, express or implied, shall be
only  for the benefit of the undersigned parties and their respective successors
and  permitted  assigns (as herein expressly permitted), and such agreements and
assumptions  shall  not inure to the benefit of the obligees or any other party,
whomsoever, it being the intention of the parties hereto that no one shall be or
be  deemed  to  be  a  third-party  beneficiary  of  this  Agreement.

     24.          Multiple  Counterparts.  This Agreement may be executed in one
                  ----------------------
or  more  counterparts,  each  of  which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.

     25.          Governing law; Jurisdiction.  This Agreement shall be governed
                  ---------------------------
by  and  construed  in  accordance  with the laws of the State of Texas, without
regard  to  any  conflicts  of  laws  provisions  thereof.  Each  party  hereby
irrevocably  submits  to the personal jurisdiction of the United States District
Court  for  Harris County, Texas, as well as of the District Courts of the State
of Texas in Harris County, Texas over any suit, action or proceeding arising out
of  or relating to this Agreement.  Each party hereby irrevocably waives, to the
fullest  extent  permitted  by  law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or  proceeding brought in any such county and any claim that any such mediation,
arbitration,  suit, action or proceeding brought in such county has been brought
in  an  inconvenient  forum.

     26.          Perfection  of  Title.  The  parties hereto shall do all other
                  ---------------------
acts and things that may be reasonably necessary or proper, fully or more fully,
to  evidence, complete or perfect this Agreement, and to carry out the intent of
this  Agreement.

     27.          Entire  Agreement.  This  instrument  contains  the  entire
                  -----------------
understanding  of the parties with respect to the subject matter hereof, and may
not  be changed orally, but only by an instrument in writing signed by the party
against  whom  enforcement  of  any  waiver, change, modification, extension, or
discharge  is  sought.

     28.          IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed in
multiple  counterparts  on  the  date  first  written  above.

                                UNICORP,  INC.



                                By  /s/  Louis  Mehr,  President
                                    Louis  Mehr,  President


                                EQUITABLE  ASSETS,  INCORPORATED



                                By  /S/  Louis  Mehr,  President
                                    Louis  Mehr,  President


                                TEXAS  NEVADA  OIL  &  GAS  CO.


<PAGE>
                                By  /S/  Louis  Mehr,  President
                                    Louis  Mehr,  President


                                OPPORTUNITY  ACQUISITION  COMPANY



                                By  /S/   J.  F.  Terwilliger
                                    John  F.  Terwilliger,  President


Attachment:
----------
Exhibit  A  -  The  Note


<PAGE>
                                   SIGNATURES

In  accordance  with  Section  12  of  the Securities Exchange Act  of 1934, the
registrant  caused this Registration Statement to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                                           TEXAS NEVADA OIL & GAS CO.

DATE:  JULY 26, 2001                       BY:  /S/  LOUIS  G.  MEHR
                                                LOUIS  G.  MEHR
                                                President and Sole Director

DATE:  JULY 26, 2001                       BY:  /S/  JOHN MARROW
                                                JOHN MARROW
                                                Secretarty, Chief Financial
                                                Officer


<PAGE>