EXHIBIT 10.1

                                    AGREEMENT

     THIS  AGREEMENT  is  made  this  29TH  day  of  April, 2002, by and between
EQUITABLE  ASSETS INCORPORATED, a Belize corporation having its principal office
and  place  of  business  in Belize City, Belize ("Equitable"), UNICORP, INC., a
Nevada corporation having its principal office and place of business in Houston,
Harris  County,  Texas  ("Unicorp"),  MED-X  SYSTEMS,  INC., a Texas corporation
having  its  principal  office  and place of business in Houston, Harris County,
Texas  ("Med-X"),  and  ALEXANDER  & WADE, INC., a Nevada corporation having its
principal  office  and  place  of  business  in  San  Diego,  San  Diego County,
California  ("Alexander  &  Wade").

     WHEREAS,  Equitable  is  the  controlling  stockholder  of Unicorp, holding
approximately  79.6  percent  of the issued and outstanding shares of the common
stock  of  Unicorp;  and

     WHEREAS,  Unicorp  owns  all  of  the  issued and outstanding shares of the
capital  stock  of  Med-X  (the  "Med-X  Stock");  and

     WHEREAS,  Unicorp  desires  to  spin-off  Med-X  (the  "Spin-Off")  to  its
stockholders  (the  "Unicorp  Stockholders");  and

     WHEREAS,  following  the  Spin-Off, and subject to all of the terms of this
Agreement,  Alexander  &  Wade  desires  to  merge  with  and  into  Med-X;  and

     WHEREAS,  Equitable,  as the controlling stockholder of Unicorp, desires to
ensure  that  Unicorp  and  Med-X  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  Med-X  to the
            ---------------------------
Unicorp  Stockholders.  The  Spin-Off  will  be  accomplished  by  Unicorp's
distribution  to  the  Unicorp Stockholders of all of the issued and outstanding
shares  of  the  Med-X  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, Med-X and Unicorp will
promptly  cause  the  Med-X  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,  Med-X will be a fully
reporting  company  under  the  Exchange  Act  and will have no liabilities.  In
addition,  Med-X  will  have  at  least  992  "round  lot"  stockholders.

     2.     Merger.  In  conjunction  with  the  Spin-Off  and  the Exchange Act
            ------
Registration,  Alexander  &  Wade  will  enter  into an agreement of merger (the
"Merger  Agreement")  with  Med-X,  whereby Alexander & Wade will merge with and
into  Med-X  pursuant  to  Section  368(a)(1)(A) of the Internal Revenue Code of
1986,  as  amended  (the  "Merger").  Med-X will be the surviving entity, but it
will  change  its  name  to  "Alexander & Wade, Inc."  The Merger Agreement will
provide  that the issued and outstanding shares of the Med-X Stock following the
Merger  will be held seven and one-half percent (7.5%) by the Med-X shareholders
and  ninety  two  and  one-half  percent  (92.5%)  by  those persons who are the
shareholders  of  Alexander & Wade before the Merger.  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
Med-X has no liabilities, all shareholders of Med-X are the Unicorp Stockholders
as  a result of the Spin-Off, 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 Med-X 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.  The  Merger  Agreement  shall further provide that the Merger
will  close 20 days following the mailing of the Information Statement described
below  to  the  Unicorp  Stockholders.


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     3.     Information  Statement.  Prior to the Merger, Med-X and Unicorp will
            ----------------------
promptly  prepare  and send to the Unicorp Stockholders an Information Statement
as required by the Exchange Act (the "Information Statement") in connection with
notifying the Unicorp Stockholders about the approval of the Merger by Equitable
as  the  controlling  stockholder  of  Unicorp.

     4.     Registration of Equitable's Shares.  Alexander & Wade shall register
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for resale all of the Med-X Stock to be received by Equitable as a result of the
Spin-Off  and the Merger.  Such registration shall be pursuant to a registration
statement  to  be filed by Alexander & Wade immediately after the Merger on Form
SB-2  under  the  Securities  Act.

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

     (a)     Equitable  owns  approximately  79.6  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 Med-X to perform all of their
obligations  hereunder.

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

     6.     Covenants  of  Equitable  and  Unicorp.  Equitable  hereby covenants
            --------------------------------------
that, as the controlling stockholder of Unicorp and by extension, Med-X, it will
cause  both  Unicorp  and  Med-X  to perform all of their obligations hereunder.
Unicorp  and  Med-X  hereby  covenant  that  they  will  perform  all  of  their
obligations  hereunder.

     7.     Conditions  Precedent  to  Alexander  &  Wade's  Obligations.
            ------------------------------------------------------------
Notwithstanding  anything  herein  contained  to  the contrary, Alexander & Wade
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  Equitable,  Unicorp,  or  Med-X  shall fail to perform any of their
obligations  hereunder.

     8.     Unicorp's, Equitable, and Med-X's Expenses.  Equitable, Unicorp, and
            ------------------------------------------
Med-X  will pay all of their costs in connection with the Spin-Off, the Exchange
Act  Registration,  and  preparation  of  the  Information  Statement.

     9.     Alexander  &  Wade's  Expenses.  Alexander & Wade will pay all costs
            ------------------------------
associated  with the Merger, and the expenses of printing, mailing, and delivery
of  the  Information  Statement,  provided  Unicorp,  Equitable,  and Med-X have
performed  all  of their obligations hereunder.  It is understood by Alexander &
Wade  that  the only obligation of Unicorp, Equitable, and Med-X with respect to
the  printing, mailing and delivery of the Information Statement is to provide a
print  ready  copy  of  same  to  Alexander  &  Wade.

     10.     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,  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.     Payments  to  Equitable.  In  consideration  of  this  Agreement,
             -----------------------
Alexander  &  Wade  will  pay  the  sum  of  $75,000  to  Equitable  as follows:

     (a)     Upon the execution of this Agreement, Alexander & Wade shall pay to
Equitable  the  sum  of  $37,500;  and

     (b)     At  the  closing  of  the  Merger,  Alexander  &  Wade shall pay to
Equitable  the sum $37,500. In addition, at the closing of the Merger, Alexander
&  Wade will pay to Equitable any of the expenses which have not been previously
paid  as  described  in  Paragraph  8  hereof.

     12.     Assignment.  Notwithstanding  anything  herein  contained  to  the
             ----------
contrary,  Alexander  &  Wade,  at its sole option, without the prior consent of
Equitable, Unicorp, or Med-X, may assign, transfer, and convey all of its rights
hereunder  to  any  other  party  who agrees to assume all of Alexander & Wade's
obligations  hereunder,  whereupon,  Alexander  &  Wade  shall  have  no further
obligation  to  Equitable,  Unicorp,  or Med-X, and likewise, neither Equitable,
Unicorp,  nor  Med-X  shall have any further obligation to Alexander & Wade.  In
the  event of any such assignment, Equitable shall not be required to return the
amount  of  any  payments  received  from  Alexander  &  Wade  hereunder.

     13.     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.

     14.     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


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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
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.

     15.     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  assigns.

     16.     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, or
by  telecopy  or  e-mail,  if  to Unicorp, Equitable, or Med-X, addressed to Mr.
Louis  G.  Mehr  at  1907  Tarpley, Katy, Texas 77493, with a copy to M. Stephen
Roberts,  Esq., at P.O. Box 981021, Houston, Texas 77098 and One Riverway, Suite
1700,  Houston,  Texas  77056,  telecopier  (713)  961-1148,  and  e-mail
sroberts@bigfoot.com;  and  if  to  Alexander  &  Wade, addressed to Mr. Francis
Zubrowski  at  8880 Rio San Diego Drive, 8th Floor, San Diego, California 92108,
telecopier  (619) 209-6079, and e-mail fazmajestic@cs.com.  Any party hereto may
change  its  address  upon  10  days'  written notice to any other party hereto.

     17.     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.

     18.     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.

     19.     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.

     20.     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.

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

     22.     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.

     23.     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), acts of terrorists,
arrest  or  other  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.


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     24.     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
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.

     25.     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.

     26.     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.

     27.     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.

     28.     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.

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


UNICORP,  INC.


By     /S/  LOUIS  G.  MEHR
       Louis  G.  Mehr,  President


EQUITABLE  ASSETS,  INCORPORATED


By     /S/  LOUIS  G.  MEHR
       Louis  G.  Mehr,  President


MED-X  SYSTEMS,  INC.

By     /S/  LOUIS  G.  MEHR
       Louis  G.  Mehr,  President


ALEXANDER  &  WADE,  INC.

By     /S/  FRANCIS  ZUBROWSKI
       Francis  Zubrowski,  Chairman



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