Exhibit 10.20


    EXHIBIT
      10.20

    


    NOTE
      AGREEMENT

    


    


    $200,000                                                              Houston,
      Texas                                                       May
      3,
      2006

     

    


    For
      value
      received, TOMMY ALLEN (“Maker”), promises to pay to the order of Unicorp, Inc.
      (“Lender”), the sum of TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00), in
      legal and lawful money of the United States of America, together with interest
      thereon at the rate of six percent (6%) per annum. Interest on the unpaid
      principal balance shall accrue from the date hereof. Interest will be calculated
      on the basis of a 365-day year and actual number of days elapsed. 

    


    Payment
      of accrued and outstanding interest and the principal are due on May 3, 2007
      (“Maturity”); provided however, that on and after August 3, 2006, Lender can
      accelerate the Maturity in its sole discretion to a date no earlier than 20
      business days after giving Maker written notice. Each payment shall be credited
      first on the interest then due, and the remainder on the principal sum
      outstanding, and interest shall cease on any principal amount prepaid. The
      obligations under this Note are secured by 19,690,000 shares of Unicorp common
      stock pursuant to a security agreement dated the date hereof. 

    


    If
      any
      payment of principal or interest on this Note shall become due on a Saturday,
      Sunday or any other day on which national banks are not open for business,
      such
      payment shall be made on the next succeeding business day. 

    


    Maker
      shall be in default under this Note if any interest or principal payment
      required under this Note is not paid when due, and such default is not cured
      within ten (10) business days after receipt of notice of such late payment,
      in
      which case the Lender may declare all sums due under this Note to be immediately
      due and payable, and may exercise any and all available remedies. 

    


    It
      is the
      intention of the parties hereto to comply with the usury laws applicable to
      this
      Note; accordingly, it is agreed that notwithstanding any provision to the
      contrary in this Note or in any of the documents securing payment hereof, if
      any, no such provision shall require the payment or permit the collection of
      interest in excess of the maximum rate permitted by law. If any excess of
      interest is provided for, contracted for, charged for, or received or
      adjudicated to be provided for, contracted for, or received, then the provisions
      of this paragraph shall govern and control and neither the Maker hereof nor
      any
      other party liable for the payment hereof shall be obligated to pay the amount
      of such express interest. Any such excess interest which may have been collected
      shall be, at the Holder’s option, either (1) applied as credit against the then
      unpaid principal amount hereof or (2) refunded to the Maker. The effective
      rate
      of interest shall be automatically subject to reduction to the maximum lawful
      contract rate allowed under the usury laws of the State of Texas as they are
      now
      or subsequently construed by the courts of the State of Texas.

    


    If
      this
      Note is not paid at Maturity, regardless of how the Maturity may be brought
      about, or is collected or attempted to be collected through the initiation
      or
      prosecution of any suit or through any probate, bankruptcy, or any other
      judicial proceedings, or is placed in the hands of an attorney for collection,
      Maker shall pay, in addition to all other amounts owing under this Note, all
      actual expenses of collection, all court costs, and reasonable attorney’s fees
      incurred by Lender.

    


    This
      Note
      represents the final agreement between the parties and may not be contradicted
      by evidence of prior, contemporaneous, or subsequent oral agreements of the
      parties. There are no unwritten oral agreements between the parties. In the
      event that any provision contained in this Note conflicts with applicable law,
      such conflict shall not affect the other provisions of this Note that can be
      given effect without the conflicting provisions. To this end, the provisions
      of
      this Note are declared to be severable. 

    


    This
      Note
      shall be governed by the laws of the State of Texas. Any action brought by
      either party against the other party to enforce or interpret this Note shall
      be
      brought in an appropriate court in Houston, Harris County, Texas.

    


    


    MAKER:      LENDER:

    


    TOMMY
      ALLEN     UNICORP,
      INC. 

    


    


    /s/
      Tommy Allen     By:/s/
      Kevan Casey  

    Tommy
      Allen     
Name: Kevan
      Casey 

                    Title: CEO   

    


    



    
      
        
           

        

        
        

      

      
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    SECURITY
      AGREEMENT

    


    1. Security
      Interest.
      Tommy
      Allen (hereinafter called “Debtor”),
      for
      value received and in consideration for borrowing money pursuant to a note
      agreement executed as of the date hereof, hereby grants to the holder of a
      $200,000 principal amount promissory note (“Noteholder,”
      “Secured Party” or “Lender”),
      as
      security for the payment and performance of all obligations (the “Obligation”)
      under
      the Note (as defined in Section 3 below). Debtor grants to the Noteholder a
      security interest in the following: (hereinafter called “Collateral”):
      

    


    
      	·  	
              19,690,000
                shares of Unicorp, Inc. common stock, valued at $ .0101574 per share
                (irrespective of what the shares of Unicorp common stock may trade
                for in
                the open market).

            


    

    


    The
      Debtor shall, at its own cost and expense, take any and all commercially
      reasonable actions necessary to defend title to the Collateral against all
      persons and to defend the Security Interest of the Secured Party in the
      Collateral and the priority thereof against any lien.

    


    2. Terms.
      The
      security interest granted by this Security Agreement is referred to as the
      “Security
      Interest.”
The
      term “Code”
refers
      to the Texas Business and Commerce Code. Unless otherwise defined, each term
      used herein has the meaning assigned to it in the Code.

    


    
      	3.  	
              Note.
                This Security Interest is granted to Secured Party to secure the
                prompt
                and unconditional

            


    

    payment
      and performance of the Obligation of Debtor now or hereafter accruing under
      the
      $200,000 principal amount of a loan dated the date hereof from Lender to Debtor
      (“Note”),
      and
      all renewals, rearrangements, modifications and extensions of the
      Note.

    


    4. Perfection
      of Security Interest.
      Debtor
      shall deliver to Lender the stock in certificate form representing the
      Collateral, accompanied by stock powers duly executed by the Debtor in blank,
      and shall execute and deliver such financing statements and other documents
      as
      may be reasonably requested by the Lender to perfect the Security
      Interest.

    


    5. Title
      and Authority.
      Debtor
      represents and warrants to Secured Party that: (i) he owns good and indefeasible
      title to the Collateral free and clear of any other security interest, lien,
      encumbrance or option; (ii) has authority to grant a security interest in the
      Collateral to Secured Party in the manner provided herein and free and clear
      of
      any other security interest, lien, encumbrance or option; (iii) he has not
      created nor does he have knowledge of any existing security interest, lien,
      encumbrance or option with respect to the Collateral; (iv) no financing
      statement or other security instrument is on file in any jurisdiction covering
      the Collateral; and (v) his grant of the Security Interest to Secured Party
      in
      the manner provided herein will not result in the creation or imposition of
      any
      other security interest, lien, encumbrance or option upon the
      Collateral.

    


    6. Other
      Security.
      No
      security taken hereafter as security for payment or performance of the
      Obligations will impair in any manner or affect this Security
      Agreement.

    


    7. Event
      of Default.
      If
      Debtor fails to perform any material obligation under this Security Agreement
      or
      the Note, such occurrence will constitute an “Event of Default.”

    


    8. Secured
      Party’s Sale of Collateral.
      If the
      Note becomes due and payable and remains unpaid, Secured Party may at any time
      foreclose on the collateral and apply the value of the Collateral (as set forth
      in Section 1 above) against the outstanding indebtedness. Whenever an Event
      of
      Default shall exist, the Note shall be immediately due and payable and the
      Lender may from time to time exercise any rights and remedies available to
      it
      hereunder, under the Notes, or applicable law. Debtor hereby expressly waives,
      to the fullest extent permitted by applicable law, any and all notices,
      advertisements, hearings, or process of law in connection with the exercise
      by
      the Lender of any of its rights and remedies upon the existence of an Event
      of
      Default. Any proceeds of any of the Collateral may be applied by the Lender
      to
      the payment of expenses incurred in connection with enforcing its rights or
      remedies with respect to the Collateral, including reasonable attorneys’ fees
      and legal expenses, and any balance of such proceeds may be applied by the
      Lender toward the payment of the Notes, and in such order of application as
      the
      Lender may from time to time elect. The Lender may from time to time, at its
      option, perform any agreement, obligation or covenant of Debtor hereunder which
      Debtor shall fail to perform, and take any other action which the Lender
      reasonably deems necessary for the maintenance or preservation of any of the
      Collateral or its interest therein, and Debtor agrees to reimburse the Lender
      for all reasonable expenses of the Lender in connection with the foregoing,
      together with interest thereon at the interest rate set forth in the Notes
      from
      the date of notice thereof to Debtor until reimbursed. 

    


    9. Security
      Interest Absolute.
      All
      rights of the Secured Party set forth in this Agreement and the Notes, including
      the Security Interest and all obligations of the Debtor hereunder, including
      the
      Obligations, shall be absolute and unconditional irrespective of (a) any
      lack of validity or enforceability of any portion of this Agreement or the
      Notes, or any other agreement or instrument relating to any of the foregoing,
      (b) any change in the time, manner or place of payment of, or in any other
      term of, all or any of the Obligations, or any other amendment or waiver of
      or
      any consent to any departure from the Notes or any other agreement or
      instrument, (c) any exchange, release or non-perfection of any lien on
      other collateral, or any release or amendment or waiver of or consent under
      or
      departure from any guarantee, securing or guaranteeing all or any of the
      Obligations, or (d) any other circumstance that might otherwise constitute
      a defense available to, or a discharge of, the Debtor, in whole or in part,
      in
      respect of any obligations under or this Agreement or the Notes.

    


    10. Choice
      of Law.
      This
      Agreement has been made in and will be governed by the laws of the State of
      Texas, without regard to its conflicts of law principles, and applicable
      international or federal law in all respects, including matters of construction,
      validity, enforcement and performance, and may not be amended (nor may any
      of
      its terms be waived) except in writing duly signed by Secured Party or an
      authorized officer of Secured Party and by Debtor. 

    


    11. Waiver.
      Neither
      Secured Party’s acceptance of partial or delinquent payment nor any forbearance,
      failure or delay by Secured Party in exercising any right, power or remedy
      may
      be deemed a waiver of any obligation of Debtor or of any right, power or remedy
      of Secured Party or preclude any other or further exercise thereof; and no
      single or partial exercise of any right, power or remedy shall preclude any
      other or further exercise thereof, or the exercise of any other right, power
      or
      remedy. Secured Party may remedy or waive any Event of Default under this
      Security Agreement without waiving the Event of Default remedied or waiving
      any
      prior or subsequent Event of Default. No forbearance, failure or delay by
      Secured Party in exercising any right, power or remedy shall be deemed a waiver
      thereof or preclude any other or further exercise thereof; and no single or
      partial exercise of any right, power or remedy shall preclude any other or
      further exercise thereof, or the exercise of any other right, power or
      remedy.

    


    12. Severability.
      If any
      provision of this Agreement is rendered or declared illegal or unenforceable
      by
      reason of any existing or subsequently enacted legislation or by a decree of
      last resort, Debtor and Secured Party will promptly meet and negotiate in good
      faith substitute provisions for those rendered illegal or unenforceable, but
      all
      of the remaining provisions shall remain in full force and effect.

    


    
      
        
        

      

      
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    13. Representations,
      Warranties and Agreements.
      The
      Debtor represents, warrants and agrees as follows:

     

    a. Power
      and Authority; Authorization.
      The
      Debtor has the authority and the legal right to execute and deliver, to perform
      his obligations under, and to grant the Security Interest on the Collateral
      pursuant to this Agreement 

     

     

    b. Validity.
      This
      Agreement constitutes a legal, valid and binding obligation of the Debtor
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the enforcement of creditors’ rights generally.

     

     

    c.
      No
      Conflict.
      The
      execution, delivery and performance of this Agreement will not violate any
      provision of any requirement of law or contractual obligation of the Debtor
      and
      will not result in the creation or imposition of any lien on any of the
      properties of the Debtor pursuant to any requirement of law or contractual
      obligation of the Debtor, or a default under any agreement to which the Debtor
      is a party, except as contemplated hereby.

     

     

    d. No
      Consents, Etc.
      No
      consent or authorization of, filing with, or other act by or in respect of,
      any
      arbitrator or governmental authority and no consent of any other Person
      (including, without limitation, any stockholder or creditor of the Debtor),
      is
      required in connection with (i) the execution, delivery, performance, validity
      or enforceability of this Agreement; (ii) the perfection or maintenance of
      the
      Security Interest created hereby (including the first priority nature of such
      Security Interest), or (iii) the exercise by Secured Party of any rights
      provided for in this Agreement.

     

     

    e.
       Title.
      The
      Debtor has absolute title to each item of Collateral in existence on the date
      hereof, free and clear of all liens, (ii) will have, at the time the Debtor
      acquires any rights in Collateral hereafter arising, absolute title to each
      such
      item of Collateral free and clear of all liens, (iii) will keep all Collateral
      free and clear of all liens, and (iv) will defend all Collateral against all
      claims or demands of all persons other than the Secured Party. The Debtor will
      not sell, transfer, convey, assign or otherwise dispose of, or grant any option
      with respect to the Collateral or any interest therein, without the prior
      written consent of the Secured Party. 

     

     

    f.
       Validity
      of Security Interest.
      The
      Security Interest constitutes (i) a legal and valid security interest in
      all the Collateral securing the payment and performance of the Obligations,
      and
      (ii)  a perfected security interest in all Collateral.

     

     

    g. Protection
      of Security.
      The
      Debtor shall, at its own cost and expense, take any and all commercially
      reasonable actions necessary to defend title to the Collateral against all
      persons and to defend the Security Interest of the Secured Party in the
      Collateral and the priority thereof against any lien.

     

     

    h. Covenants.
      The
      Debtor will:

     

     

    (i)keep
      accurate and complete records pertaining to the Collateral;

     

     

    (ii)from
      time
      to time execute such financing statements as Secured Party may reasonably
      require in order to perfect or maintain the Security Interest;

     

     

    (iii)
      execute,
      deliver or endorse any and all instruments, documents, assignments, security
      agreements and other agreements and writings which Secured Party may at any
      time
      reasonably request in order to secure, protect, perfect or enforce the Security
      Interest and Secured Party’s rights under this Agreement and the Notes;
      and

     

     

    (iv)not
      exercise any right or take any action with respect to the Collateral that would
      dilute or adversely affect Secured Party’s rights in such Collateral or impose
      any restrictions upon the sale, transfer or disposition thereof; 

     

    


    IN
      WITNESS WHEREOF, Debtor has executed this Agreement this 3rd
      day of
      May, 2006.

    


    DEBTOR:

    


     

    _/s/
      Tommy Allen__________

    Tommy
      Allen

    


    


    


     

    NOTEHOLDER:

    


    


    Unicorp,
      Inc. 

    By:
      _/s/
      Kevan Casey______________

    Name:
      _Kevan
      Casey______________

    Title:
      __CEO_____________________

     

    
      
        
        

      

      
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