Exhibit 10.18


    Exhibit
      10.18

    


    


    June
      2,
      2005

    


    


    


    UNICORP,
      INC.

    1117
      Herkimer Street, Suite 110

    Houston,
      Texas 77008

    


    


    Re:  
North
      Edna Prospect Letter Agreement 

         
      Jefferson Davis Parish, Louisiana

    


    Dear
      Mr.
      Chase:

    


        When
      executed, this letter will represent an agreement by and between Jordan Oil
      Company, Inc. (“Jordan”) and Affiliated Holdings, Inc. (“Affiliated”) and set
      forth the terms and conditions under which Affiliated agrees to participate
      in
      the North Edna Prospect, Jefferson Davis Parish, Louisiana (“Prospect”) being
      the area within the bold outline shown on the map attached hereto. The following
      are the terms covering the Prospect area, to-wit:

    


    	a)  	
            Jordan
              agrees to assign to Affiliated an undivided forty percent (40%) interest
              in and to all oil and gas interests within the Prospect area, subject
              to
              the following reservations:

          


    


    	1)  	
            Jordan
              hereby reserves an overriding royalty interest (“ORRI”) equal to the
              difference between existing lease burdens and twenty-six percent (26%)
              for
              all leases acquired within the Prospect AMI. Jordan has not yet
              consummated the lease covering the eastern ninety-five (95) acres of
              the
              Prospect’s eastern feature which will need to be acquired prior to the
              drilling of a second well. Jordan will exercise its best efforts in
              delivering seventy four percent net revenue leases to the tract; however,
              in no event shall Jordan’s ORRI in any lease be less than four percent
              (4%). Should any lease cover less than a one-hundred percent (100%)
              mineral interest, then the ORRI shall be proportionally
              reduced.

          


    	2)  	
            Affiliated
              shall bear its forty percent (40%) share of all actual land and geological
              costs. These costs are estimated to be $130,000 to date; therefore,
              Affiliated’s share would be $52,000.00. Affiliated will forward said
              payment to Jordan within 5 days of signing this letter agreement. Should
              the actual land, geological and geophysical costs exceed $130,000.00,
              Jordan will bill UNICORP for its additional share of these costs.
              

          


    	3)  	
            Affiliated
              shall bear forty percent (40%) of the cost associated with drilling
              the
              first well on the Prospect through the tanks. However; should the initial
              well’s actual cost exceed the cost shown on the final approved AFE, then
              Affiliated shall bear forty percent (40%) of the actual drilling costs
              that are in excess of the approved AFE Cost and shall bear forty percent
              (40%) of all costs associated with the initial test well and forty
              percent
              (40%) of all other costs associated with the Prospect, pursuant to
              the
              terms of an Operating Agreement, to be executed by all parties. Jordan
              will bill Affiliated for its prorata share of the AFE, thirty days
              in
              advance of operations commencing on any well drilled within the AMI
              and
              Affiliated shall remit said amount to Jordan within seven (7) days
              of
              receiving said bill. 

          


    	4)  	
            Jordan
              will be designated as Operator. The final drilling location, depths
              and
              objective formations, drilling prognosis and associated AFE will be
              presented to the parties.

          


    	5)  	
            Jordan
              will retain a twelve and one-half percent reversionary interest in
              the
              Prospect convertible after payment of each well on a well by well basis,
              limited however to the first two wells
              only.

          


    	6)  	
            Jordan
              and Affiliated agree that they will execute a mutually acceptable 1989
              form Joint Operating Agreement (“JOA”) with an AMI covering the area of
              interest and delineated by a plat attached to the Confidentiality
              Agreement attached as Exhibit “A”.

          


    	7)  	
            Neither
              Jordan nor Affiliated shall sell, transfer, or assign any of its interest
              without the prior written consent of the other party, which will not
              be
              unreasonably withheld.

          


    


        Should
      this
      Letter Agreement accurately reflect our understanding, please so indicate by
      signing, dating and returning to my attention one original hereof at your
      earliest convenience. This Letter Agreement shall be null, void and have no
      further effect unless accepted by Affiliated and returned to Jordan via mail
      and/or facsimile on or before 4:00 p.m. Central Time on Friday, June 3,
      2005.

    


    Very
      truly yours,

    


    


    


    Dennis
      D.
      Fruge’

    Senior
      Landman

    


    Attachment

    


    


    


    AGREED
      TO AND ACCEPTED
      this  
      day of
      June, 2005.

    


    Affiliated
      Holdings, Inc.

    Wholly
      Owned Subsidiary of Unicorp, Inc.

    


    


    By:      

    


    Name:    _____________

    


    Title: