EXHIBIT 10.7

                          FIRST AMENDMENT OF AGREEMENT

     THIS  FIRST  AMENDMENT OF AGREEMENT is made this 31st day of July, 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  HOUSTON  AMERICAN  ENERGY  CORP.,  a  Delaware
corporation  having its principal office and place of business in Harris County,
Texas  ("HAEC")  and  the  successor to Opportunity Acquisition Company, a Texas
corporation  ("Opportunity").

     WHEREAS,  the  parties previously entered into that certain Agreement dated
March  23,  2001  (the  "Original  Agreement");  and

     WHEREAS,  the  parties  now  desire  to amend the Original Agreement as set
forth  herein;

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

1.     Amendment  of  Original  Agreement.  Paragraphs  2  and 4 of the Original
Agreement  are  hereby  amended  in  their  entirety  to  read  as  follows:

     "2.  Merger.  As  of  July 31, 2001 HAEC, as successor to Opportunity, will
     enter  into  an  agreement  of  merger  (the "Merger Agreement") with TNOG,
     whereby  TNOG  will,  following  the  effectiveness  of  the  Exchange  Act
     Registration,  merge  with  HAEC  (the  "Merger")  pursuant  to  Section
     368(a)(1)(A) of the Internal Revenue Code of 1986, as amended. HAEC will be
     the  surviving entity. The Merger Agreement will provide that the shares of
     the  common  stock  of HAEC (the "HAEC Stock") following the Merger will be
     held  approximately five percent by the Unicorp Shareholders and 95 percent
     by  the  shareholders  of  HAEC  before  the  Merger."

     "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 HAEC to register the HAEC
     Stock  to  be  received  by  the  Unicorp  Shareholders."

Additionally,  all  references  in the Original Agreement to "Opportunity" shall
hereafter  refer  to  "HAEC."

2.     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.

3.     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.

4.     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.

5.     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.


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6.     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.

7.     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.

8.     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.

9.     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.

10.     Time  of  the  Essence.  Time  is  of  the  essence  of  this Agreement.

11.     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.

12.     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.

13.     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.

14.     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.

15.     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.

16.     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.

17.     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.


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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


                                     HOUSTON  AMERICAN  ENERGY  CORP.

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


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