Exhibit 10.19


    Exhibit
      10.19

    


    


    July
      21,
      2005

    


    


    


    Affiliated
      Holdings, Inc.

    1117
      Herkimer Street, Suite 110

    Houston,
      Texas 77008

    


    


    Re:   Clemens
      Dome Prospect Letter Agreement 

         
      Brazoria County, Texas

    


    Dear
      Mr.
      Chase:

    


        When
      executed, this letter will represent an agreement by and between Jordan Oil
      Company, Inc. (“Jordan”) and Affiliated Holdings, Inc. (Affiliated), a
      wholly-owned subsidiary of Unicorp, Inc. and set forth the terms and conditions
      under which Affiliated agrees to participate in the Clemens Dome Prospect,
      Brazoria County, Texas, (“Prospect”) being the area within the bold outline
      shown on the map attached hereto as Exhibit “A”. The following are the terms
      covering the Prospect area, to-wit:

    


    	a)  	
            Jordan
              agrees to assign to Affiliated an undivided fifteen percent (15%) 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 (26.5%)
              for all leases acquired within the Prospect AMI. Jordan has leased
              approximately 1204 Gross Acres and 890.45 net acres in the project
              to
              date. Jordan has not yet consummated the leases covering approximately
              400
              net acres in the project but has an ongoing effort to complete same.
              Unicorp agrees to pay its proportionate share of the acquisition of
              these
              leases and/or rentals which become due and the associated brokerage
              cost
              to acquire the balance of these leases when acquired by Jordan. Jordan
              will exercise its best efforts in delivering seventy three and one
              half
              percent net revenue leases; however, in no event shall Jordan’s ORRI in
              any lease be less than three percent (3%). 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 fifteen percent (15%) share of all actual land and
              geological costs. These costs are estimated to be $565,000 to date;
              therefore, Affiliated’s share would be $84,750.00. Affiliated will forward
              said payment to Jordan within 5 days of signing this letter agreement.
              Should the actual land, geological and geophysical costs exceed
              $565,000.00, Jordan will bill Affiliated for its additional share of
              these
              costs and Affiliated will remit payment to Jordan within 30 days.
              

          


    	3)  	
            Affiliated
              shall bear eighteen and 75/100 percent (18.75%) of the cost associated
              with drilling the first well on the Prospect to casing point. However;
              should the initial well’s actual cost exceed the cost shown on the final
              approved AFE, then Affiliated shall bear eighteen and 75/100 percent
              (18.75%) of the actual drilling costs that are in excess of the approved
              AFE Cost before casing point and shall bear fifteen percent (15%) of
              all
              costs associated with the initial test well after casing point election
              and fifteen percent (15%) of all other costs associated with the Prospect,
              pursuant to the terms of a 1989 AAPL Model Form Operating Agreement,
              attached hereto as Exhibit “B”. 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
              and Affiliated agree that they will execute a 1989 Form Joint Operating
              Agreement (“JOA”) substantially in the form attached hereto as Exhibit “B”
              with an AMI covering the area of interest and delineated by a plat
              attached to the Confidentiality Agreement attached as Exhibit
              “B”.

          


    	6)  	
            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, July 22,
      2005.

    


    Very
      truly yours,

    


    


    


    Dennis
      D.
      Fruge’

    Senior
      Landman

    


    Attachment

    


    


    


    AGREED
      TO AND ACCEPTED
      this  
      day of
      July, 2005.

    


    Affiliated
      Holdings, Inc.

    


    


    By:      

    


    Name: Carl
      A. Chase _____________

    


    Title: Executive
      VP and CFO