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.

  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


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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
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.


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  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
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.


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  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.


                                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


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                                   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.


                                       MED-X  SYSTEMS,  INC.

DATE:  AUGUST 16, 2001                 BY:   /S/  LOUIS  G.  MEHR
                                       LOUIS  G.  MEHR
                                       PRESIDENT  AND  SOLE  DIRECTOR

DATE:  AUGUST 16, 2001                 BY:  /S/  JOHN  MARROU
                                       JOHN  MARROU
                                       SECRETARY,  CHIEF  FINANCIAL  OFFICER


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