Exhibit 10.14


    EXHIBIT
      10.14

    


    UNICORP
      INCORPORATED 

    PLACEMENT
      AGENT AGREEMENT

    


    Dated
      as
      of: November
      14,
      2005

    


    Monitor
      Capital Inc.

    9171
      Towne Centre Drive, Suite 465

    San
      Diego, CA 92122

    


    Ladies
      and Gentlemen:

    


    The
      undersigned, Unicorp Incorporated, a Nevada corporation (the “Company”),
      hereby agrees with
      Monitor
      Capital Inc. (the “Placement
      Agent”),
      and
      Cornell Capital Partners, LP (the “Investor”) as follows:

     

    1.  Offering.
      The
      Company hereby engages the Placement Agent to act as its exclusive placement
      agent in connection with the Standby Equity Distribution Agreement dated the
      date hereof between the Company and the Investor (the “Standby
      Equity Distribution Agreement”),
      pursuant to which the Company shall issue and sell to the Investor, from time
      to
      time, and the Investor shall purchase from the Company (the “Offering”)
      up to
      Ten Million Dollars ($10,000,000) (the “Commitment
      Amount”)
      of the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”),
      at
      price per share equal to the Purchase Price, as that term is defined in the
      Standby Equity Distribution Agreement. The
      Placement Agent services
      shall
      consist of reviewing
      the
terms
      of
the
      Standby Equity Distribution Agreement and advising
      the
      Company with
      respect to those
      terms.

     

    All
      capitalized terms used herein and not otherwise defined herein shall have the
      same meaning ascribed to them as in the Standby Equity Distribution Agreement.
      The Investor will be granted certain registration rights with respect to the
      Common Stock as more fully set forth in the Registration Rights Agreement
      between the Company and the Investor dated the date hereof (the “Registration
      Rights Agreement”).
      The
      documents to be executed and delivered in connection with the Offering,
      including, but not limited, to the
      Company’s latest Quarterly Report on Form 10-QSB as filed with the United States
      Securities and Exchange Commission, this
      Agreement, the Standby Equity Distribution Agreement, and the Registration
      Rights Agreement are referred to sometimes hereinafter collectively as the
      “Offering
      Materials.”
      The
      Company’s Common Stock
      purchased by the Investor under
      the
      Standby Equity Distribution Agreement is sometimes referred to hereinafter
      as
      the “Securities.”
      The
      Placement Agent shall not be obligated to sell any Securities.

     

    2.  Compensation.

     

      The
      Company has issued to the Placement Agent or its designee shares of the
      Company’s Common Stock in an amount equal to Ten Thousand Dollars ($10,000)
      divided by the closing bid price of the Common Stock, as quoted by Bloomberg,
      LP, on August 8, 2005 (the “Placement
      Agent’s Shares”).
      The
      Placement Agent shall be entitled to “piggy-back” registration rights with
      respect to the Placement Agent’s Shares, which shall be triggered upon
      registration of any shares of Common Stock by the Company pursuant to the
      Registration Rights Agreement dated the date hereof. 

     

    3.  Representations,
      Warranties and Covenants of the Placement Agent.

     

      The
      Placement Agent represents, warrants and covenants as follows:

     

    (i)  The
      Placement Agent has the necessary power to enter into this Agreement and to
      consummate the transactions contemplated hereby.

     

    (ii)  The
      execution and delivery by the Placement Agent of this Agreement and the
      consummation of the transactions contemplated herein will not result in any
      violation of, or be in conflict with, or constitute a default under, any
      agreement or instrument to which the Placement Agent is a party or by which
      the
      Placement Agent or its properties are bound, or any judgment, decree, order
      or,
      to the Placement Agent’s knowledge, any statute, rule or regulation applicable
      to the Placement Agent. This Agreement when executed and delivered by the
      Placement Agent, will constitute the legal, valid and binding obligations of
      the
      Placement Agent, enforceable in accordance with their respective terms, except
      to the extent that (a) the enforceability hereof or thereof may be limited
      by
      bankruptcy, insolvency, reorganization, moratorium or similar laws from time
      to
      time in effect and affecting the rights of creditors generally, (b) the
      enforceability hereof or thereof is subject to general principles of equity,
      or
      (c) the indemnification provisions hereof or thereof may be held to
      be in
      violation of public policy.

     

    (iii)  Upon
      receipt and execution of this Agreement, the Placement Agent will promptly
      forward copies of this Agreement to the Company or its counsel and the Investor
      or its counsel.

     

    (iv)  The
      Placement Agent will not intentionally take any action that it reasonably
      believes would cause the Offering to violate the provisions of the Securities
      Act of 1933, as amended (the “1933
      Act”),
      the
      Securities Exchange Act of 1934 (the “1934
      Act”),
      the
      respective rules and regulations promulgated thereunder
      (the
“Rules
      and Regulations”)
      or
      applicable “Blue Sky” laws of any state or jurisdiction.

     

    (v)  The
      Placement Agent is a member of the National Association of Securities Dealers,
      Inc., and is a broker-dealer registered as such under the 1934 Act and under
      the
      securities laws of the states in which the Securities will be offered or sold
      by
      the Placement Agent unless an exemption for such state registration is available
      to the Placement Agent. The Placement Agent is in material
      compliance
      with the
      rules
      and regulations applicable to the Placement Agent generally and applicable
      to
      the Placement Agent’s participation in the Offering.

     

    4.  Representations
      and Warranties of the Company.

     

      The
      Company represents and warrants as follows:

     

    (i)  The
      execution, delivery and performance of each of this Agreement, the Standby
      Equity Distribution Agreement, and the Registration Rights Agreement has been
      or
      will be duly and validly authorized by the Company and is, or with respect
      to
      this Agreement, the Standby Equity Distribution Agreement, and the Registration
      Rights Agreement will be, a valid and binding agreement of the Company,
      enforceable in accordance with its respective terms, except to the extent that
      (a) the enforceability hereof or thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar laws from time to time in
      effect and affecting the rights of creditors generally, (b) the enforceability
      hereof or thereof is subject to general principles of equity or (c) the
      indemnification provisions hereof or thereof may be held to be in violation
      of
      public policy. The Securities to be issued pursuant to the transactions
      contemplated by this Agreement and the Standby Equity Distribution Agreement
      have been duly authorized and, when issued and paid for in accordance with
      this
      Agreement and the Standby Equity Distribution Agreement will be valid and
      binding obligations of the Company, enforceable in accordance with their
      respective terms, except to the extent that (1) the enforceability thereof
      may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
      laws from time to time in effect and affecting the rights of creditors
      generally, and (2) the enforceability thereof is subject to general principles
      of equity. All corporate action required to be taken for the authorization,
      issuance and sale of the Securities has been duly and validly taken by the
      Company.

     

    (ii)  The
      Company has a duly authorized, issued and outstanding capitalization as set
      forth herein and in the Standby Equity Distribution Agreement. The Company
      is
      not a party to or bound by any instrument, agreement or other arrangement
      providing for it to issue any capital stock, rights, warrants, options or other
      securities, except for this Agreement, the agreements described herein and
      as
      described in the Standby Equity Distribution Agreement and the agreements
      described therein.
      All
      issued and outstanding securities of the Company, have been duly authorized
      and
      validly issued and are fully paid and non-assessable; the holders thereof have
      no rights of rescission or preemptive rights with respect thereto and are not
      subject to personal liability solely by reason of being security holders; and
      none of such securities were issued in violation of the preemptive rights of
      any
      holders of any security of the Company. 

     

    (iii)  The
      Common Stock to be issued in accordance with this Agreement and the Standby
      Equity Distribution Agreement have been duly authorized and, when issued and
      paid for in accordance with this Agreement, the Standby Equity Distribution
      Agreement and the certificates/instruments representing such Common Stock will
      be validly issued, fully-paid and non-assessable; the holders thereof will
      not
      be subject to personal liability solely by reason of being such holders; such
      Securities are not and will not be subject to the preemptive rights of any
      holder of any security of the Company.

     

    (iv)  The
      Company has good and marketable title to, or valid and enforceable leasehold
      estates in, all items of real and personal property necessary to conduct its
      business (including, without limitation, any real or personal property stated
      in
      the Offering Materials to be owned or leased by the Company), free and clear
      of
      all liens, encumbrances, claims, security interests and defects of any material
      nature whatsoever, other than those set forth in the Offering Materials and
      liens for taxes not yet due and payable.

     

    (v)  There
      is
      no litigation or governmental proceeding pending or, to the best of the
      Company’s knowledge, threatened against, or involving the properties or business
      of the Company, except as set forth in the Offering Materials. 

     

    (vi)  The
      Company is duly organized and validly exists as a corporation in good standing
      under the laws of the State of Nevada. Except as set forth in the Offering
      Materials, the Company does not own or control, directly or indirectly, an
      interest in any other corporation, partnership, trust, joint venture or other
      business entity. The Company is duly qualified or licensed and in good standing
      as a foreign corporation in each jurisdiction in which the character of its
      operations requires such qualification or licensing and where failure to so
      qualify would have a material adverse effect on the Company. The Company has
      all
      requisite corporate power and authority, and all material and necessary
      authorizations, approvals, orders, licenses, certificates and permits of and
      from all governmental regulatory officials and bodies (domestic and foreign)
      to
      conduct its businesses (and proposed business) as described in the Offering
      Materials. Any disclosures in the Offering Materials concerning the effects
      of
      foreign, federal, state and local regulation on the Company’s businesses as
      currently conducted and as contemplated are correct in all material respects
      and
      do not omit to state a material fact. The Company has all corporate power and
      authority to enter into this Agreement, the Standby Equity Distribution
      Agreement, the Registration Rights Agreement, and to carry out the provisions
      and conditions hereof and thereof, and all consents, authorizations, approvals
      and orders required in connection herewith and therewith have been obtained.
      No
      consent, authorization or order of, and no filing with, any court, government
      agency or other body is required by the Company for the issuance of the
      Securities or execution and delivery of the Offering Materials except for
      applicable federal and state securities laws. The Company, since its inception,
      has not incurred any liability arising under or as a result of the application
      of any of the provisions of the 1933 Act, the 1934 Act or the Rules and
      Regulations.

     

    (vii)  There
      has
      been no material adverse change in the condition or prospects of the Company,
      financial or otherwise, from the latest dates as of which such condition or
      prospects, respectively, are set forth in the Offering Materials, and the
      outstanding debt, the property and the business of the Company conform in all
      material respects to the descriptions thereof contained in the Offering
      Materials.

     

    (viii)  Except
      as
      set forth in the Offering Materials,
      the
      Company is not in breach of, or in default under, any term or provision of
      any
      material indenture, mortgage, deed of trust, lease, note, loan or any other
      material agreement or instrument evidencing an obligation for borrowed money,
      or
      any other material agreement or instrument to which it is a party or by which
      it
      or any of its properties may be bound or affected. The Company is not in
      violation of any provision of its charter or by-laws or in violation of any
      franchise, license, permit, judgment, decree or order, or in violation of any
      material statute, rule or regulation. Neither the execution and delivery of
      the
      Offering Materials nor the issuance and sale or delivery of the Securities,
      nor
      the consummation of any of the transactions contemplated in the Offering
      Materials nor the compliance by the Company with the terms and provisions hereof
      or thereof, has conflicted with or will conflict with, or has resulted in or
      will result in a breach of, any of the terms and provisions of, or has
      constituted or will constitute a default under, or has resulted in or will
      result in the creation or imposition of any lien, charge or encumbrance upon
      any
      property or assets of the Company or pursuant to the terms of any indenture,
      mortgage, deed of trust, note, loan or any other agreement or instrument
      evidencing an obligation for borrowed money, or any other agreement or
      instrument to which the Company may be bound or to which any of the property
      or
      assets of the Company is subject except (a) where such default, lien, charge
      or
      encumbrance would not have a material adverse effect on the Company and (b)
      as
      described in the Offering Materials; nor will such action result in any
      violation of the provisions of the charter or the by-laws of the Company or,
      assuming the due performance by the Placement Agent of its obligations
      hereunder, any material statute or any material order, rule or regulation
      applicable to the Company of any court or of any foreign, federal, state or
      other regulatory authority or other government body having jurisdiction over
      the
      Company.

     

    (ix)  Subsequent
      to the dates as of which information is given in the Offering Materials, and
      except as may otherwise be indicated or contemplated herein or therein the
      Company has not (a) issued any securities or incurred any liability or
      obligation, direct or contingent, for borrowed money, or (b) entered into any
      transaction other than in the ordinary course of business, or (c) declared
      or
      paid any dividend or made any other distribution on or in respect of its capital
      stock. Except as described in the Offering Materials, the Company has no
      outstanding obligations to any officer or director of the Company other than
      normal payable in connection with services provided recently.

     

    (x)  There
      are
      no claims for services in the nature of a finder’s or origination fee with
      respect to the sale of the Common Stock or any other arrangements, agreements
      or
      understandings that may affect the Placement Agent's compensation, as determined
      by the National Association of Securities Dealers, Inc.

     

    (xi)  The
      Company owns or possesses, free and clear of all liens or encumbrances and
      rights thereto or therein by third parties, the requisite licenses or other
      rights to use all trademarks, service marks, copyrights, service names, trade
      names, patents, patent applications and licenses necessary to conduct its
      business (including, without limitation, any such licenses or rights described
      in the Offering Materials as being owned or possessed by the Company) and,
      except as set forth in the Offering Materials, there is no claim or action
      by
      any person pertaining to, or proceeding, pending or threatened, which challenges
      the exclusive rights of the Company with respect to any trademarks, service
      marks, copyrights, service names, trade names, patents, patent applications
      and
      licenses used in the conduct of the Company’s businesses (including, without
      limitation, any such licenses or rights described in the Offering Materials
      as
      being owned or possessed by the Company) except any claim or action that would
      not have a material adverse effect on the Company; the Company’s current
      products, services or processes do not infringe or will not infringe on the
      patents currently held by any third party.

     

    (xii)  Subject
      to the performance by the Placement Agent of its obligations
      hereunder
      the
      offer and sale of the Securities complies,
      and
      will continue to comply,
      in all
      material respects with the requirements of Rule 506 of Regulation D promulgated
      by the SEC pursuant to the 1933 Act and any other applicable federal and state
      laws, rules, regulations and executive orders. Neither the Offering Materials
      nor any amendment or supplement thereto nor any documents prepared by the
      Company in connection with the Offering will contain any untrue statement of
      a
      material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein, in light of the circumstances
      under
      which they were made, not misleading. All statements of material facts in the
      Offering Materials are true and correct as of the date of the Offering
      Materials.

     

    (xiii)  All
      material
      taxes which are due and payable from the Company have been paid in full or
      adequate provision has been made for such taxes on the books of the
      Company,
      except
      for those taxes disputed in good faith by
      the
      Company 

     

    (xiv)  None
      of
      the Company nor any of its officers, directors, employees or agents, nor any
      other person acting on behalf of the Company, has, directly or indirectly,
      given
      or agreed to give any money, gift or similar benefit (other than legal price
      concessions to customers in the ordinary course of business) to any customer,
      supplier, employee or agent of a customer or supplier, or official or employee
      of any governmental agency or instrumentality of any government (domestic or
      foreign) or any political party or candidate for office (domestic or foreign)
      or
      other person who is or may be in a position to help or hinder the business
      of
      the Company (or assist it in connection with any actual or proposed transaction)
      which (A) might subject the Company to any damage or penalty in any civil,
      criminal or governmental litigation or proceeding, or (B) if not given in the
      past, might have had a materially adverse effect on the assets, business or
      operations of the Company as reflected in any of the financial statements
      contained in the Offering Materials, or (C) if not continued in the future,
      might adversely affect the assets, business, operations or prospects of the
      Company in the future.

     

    5.  Certain
      Covenants and Agreements of the Company.

     

    The
      Company covenants and agrees at its expense and without any expense to the
      Placement Agent as follows:

     

      To
      advise
      the Placement Agent of
      any
      material adverse change in the Company’s financial condition, prospects or
      business or of any development materially affecting the Company or rendering
      untrue or misleading any material statement in the Offering Materials occurring
      at any time as soon as the Company is either informed or becomes aware
      thereof.

     

      To
      use
      its commercially reasonable efforts to cause the Common Stock issuable in
      connection with the Standby Equity Distribution Agreement to be qualified or
      registered for sale on terms consistent with those stated in the Registration
      Rights Agreement and under the securities laws of such jurisdictions as the
      Placement Agent shall reasonably request. Qualification, registration and
      exemption charges and fees shall be at the sole cost and expense of the
      Company.

     

      Upon
      written request, to provide and continue to provide the Placement Agent copies
      of all quarterly financial statements and audited annual financial statements
      prepared by or on behalf of the Company, other reports prepared by or on behalf
      of the Company for public disclosure and all documents delivered to the
      Company’s stockholders.

     

      To
      comply
      with the terms of the Offering Materials.

     

      To
      ensure
      that any transactions between or among the Company, or any of its officers,
      directors and affiliates be on terms and conditions that are no less favorable
      to the Company, than the terms and conditions that would be available in an
      “arm’s length” transaction with an independent third party.

     

      Upon
      the
      effectiveness of a registration statement covering the Securities, the Company
      shall promptly provide the Placement Agent shall an opinion of Counsel to the
      Company, which opinion shall be in form and substance reasonably satisfactory
      to
      and the Placement Agent.

     

      At
      or
      prior to the Closing, the Company shall have been furnished such documents,
      certificates and opinions as it may reasonably require for the purpose of
      enabling the Placement Agent to review or pass upon the matters referred to
      in
      this Agreement and the Offering Materials, or in order to evidence the accuracy,
      completeness or satisfaction of any of the representations, warranties or
      conditions herein contained.

     

    6.  Indemnification
      and
      Limitation of Liability.

     

      The
      Company hereby agrees that it will indemnify and hold the Placement Agent and
      each officer, director, shareholder, employee or representative of the Placement
      Agent and each person controlling, controlled by or under common control with
      the Placement Agent within the meaning of Section 15 of the 1933 Act or Section
      20 of the 1934 Act or the SEC’s Rules and Regulations promulgated thereunder
      (the “Rules
      and Regulations”),
      harmless from and against any and all loss, claim, damage, liability, cost
      or
      expense whatsoever (including, but not limited to, any and all reasonable legal
      fees and other expenses and disbursements incurred in connection with
      investigating, preparing to defend or defending any action, suit or proceeding,
      including any inquiry or investigation, commenced or threatened, or any claim
      whatsoever or in appearing or preparing for appearance as a witness in any
      action, suit or proceeding, including any inquiry, investigation or pretrial
      proceeding such as a deposition) to which the Placement Agent or such
      indemnified person of the Placement Agent may become subject under the 1933
      Act,
      the 1934 Act, the Rules and Regulations, or any other federal or state law
      or
      regulation, common law or otherwise, arising out of or based upon (i) any untrue
      statement or alleged untrue statement of a material fact contained in (a)
      Section 4 of this Agreement, (b) the Offering Materials (except those written
      statements relating to the Placement Agent given by the
      Placement Agent
      for
      inclusion therein), (c) any application or other document or written
      communication executed by the Company or based upon written information
      furnished by the Company filed in any jurisdiction in order to qualify the
      Common Stock under the securities laws thereof, or any state securities
      commission or agency; (ii) the omission or alleged omission from documents
      described in clauses (a), (b) or (c) above of a material fact required to be
      stated therein or necessary to make the statements therein not misleading;
      or
      (iii) the breach of any representation, warranty, covenant or agreement made
      by
      the Company in this Agreement. The Company further agrees that upon demand
      by an
      indemnified person, at any time or from time to time, it will promptly reimburse
      such indemnified person for any loss, claim, damage, liability, cost or expense
      actually and reasonably paid by the indemnified person as to which the Company
      has indemnified such person pursuant hereto. Notwithstanding the foregoing
      provisions of this Paragraph 7(A), any such payment or reimbursement by the
      Company of fees, expenses or disbursements incurred by an indemnified person
      in
      any proceeding in which a final judgment by a court of competent jurisdiction
      (after all appeals or the expiration of time to appeal) is entered against
      the
      Placement Agent or such indemnified person based upon specific finding of fact
      that the Placement Agent or such indemnified person’s gross negligence or
      willful misfeasance will be promptly repaid to the Company.

     

      The
      Placement Agent hereby agrees that it will indemnify and hold the Company and
      each officer, director, shareholder, employee or representative of the Company,
      and each person controlling, controlled by or under common control with the
      Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
      1934 Act or the Rules and Regulations, harmless from and against any and all
      loss, claim, damage, liability, cost or expense whatsoever (including, but
      not
      limited to, any and all reasonable legal fees and other expenses and
      disbursements incurred in connection with investigating, preparing to defend
      or
      defending any action, suit or proceeding, including any inquiry or
      investigation, commenced or threatened, or any claim whatsoever or in appearing
      or preparing for appearance as a witness in any action, suit or proceeding,
      including any inquiry, investigation or pretrial proceeding such as a
      deposition) to which the Company or such indemnified person of the Company
      may
      become subject under the 1933 Act, the 1934 Act, the Rules and Regulations,
      or
      any other federal or state law or regulation, common law or otherwise, arising
      out of or based upon (i) the material
      breach of any representation, warranty, covenant or agreement made by the
      Placement Agent in this Agreement, or (ii)
      any
      false or misleading information provided to the Company in
      writing by
      one of
      the Placement Agent’s indemnified persons
      specifically for inclusion in the Offering Materials.

     

      Promptly
      after receipt by an indemnified party of notice of commencement of any action
      covered by Section 7(A) or (B), the party to be indemnified shall, within five
      (5) business days, notify the indemnifying party of the commencement thereof;
      the omission by one (1) indemnified party to so notify the indemnifying
      party shall not relieve the indemnifying party of its obligation to indemnify
      any other indemnified party that has given such notice and shall not relieve
      the
      indemnifying party of any liability outside of this indemnification if not
      materially prejudiced thereby. In the event that any action is brought against
      the indemnified party, the indemnifying party will be entitled to participate
      therein and, to the extent it may desire, to assume and control the defense
      thereof with counsel chosen by it which is reasonably acceptable to the
      indemnified party. After notice from the indemnifying party to such indemnified
      party of its election to so assume the defense thereof, the indemnifying party
      will not be liable to such indemnified party under such Section 7(A) or (B),
      for
      any legal or other expenses subsequently incurred by such indemnified party
      in
      connection with the defense thereof, but the indemnified party may, at its
      own
      expense, participate in such defense by counsel chosen by it, without, however,
      impairing the indemnifying party’s control of the defense. Subject to the
      proviso of this sentence and notwithstanding any other statement to the contrary
      contained herein, the indemnified party or parties shall have the right to
      choose its or their own counsel and control the defense of any action, all
      at
      the expense of the indemnifying party if (i) the employment of such
      counsel
      shall have been authorized in writing by the indemnifying party in connection
      with the defense of such action at the expense of the indemnifying party, or
      (ii) the indemnifying party shall not have employed counsel reasonably
      satisfactory to such indemnified party to have charge of the defense of such
      action within a reasonable time after notice of commencement of the action,
      or
      (iii) such indemnified party or parties shall have reasonably concluded that
      there may be defenses available to it or them which are different from or
      additional to those available to one or all of the indemnifying parties (in
      which case the indemnifying parties shall not have the right to direct the
      defense of such action on behalf of the indemnified party or parties), in any
      of
      which events such fees and expenses of one additional counsel shall be borne
      by
      the indemnifying party; provided, however, that the indemnifying party shall
      not, in connection with any one action or separate but substantially similar
      or
      related actions in the same jurisdiction arising out of the same general
      allegations or circumstance, be liable for the reasonable fees and expenses
      of
      more than one separate firm of attorneys at any time for all such indemnified
      parties. No settlement of any action or proceeding against an indemnified party
      shall be made without the consent of the indemnifying party.

     

      In
      order
      to provide for just and equitable contribution in circumstances in which the
      indemnification provided for in Section 7(A) or 7(B) is due in accordance with
      its terms but is for any reason held by a court to be unavailable on grounds
      of
      policy or otherwise, the Company and the Placement Agent shall contribute to
      the
      aggregate losses, claims, damages and liabilities (including legal or other
      expenses reasonably incurred in connection with the investigation or defense
      of
      same) which the other may incur in such proportion so that the Placement Agent
      shall be responsible for such percent of the aggregate of such losses, claims,
      damages and liabilities as shall equal the percentage of the gross proceeds
      paid
      to the Placement Agent and the Company shall be responsible for the balance;
      provided, however, that no person guilty of fraudulent misrepresentation within
      the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution
      from any person who was not guilty of such fraudulent misrepresentation. For
      purposes of this Section 7(D), any person controlling, controlled by or under
      common control with the Placement Agent, or any partner, director, officer,
      employee, representative or any agent of any thereof, shall have the same rights
      to contribution as the Placement Agent and each person controlling, controlled
      by or under common control with the Company within the meaning of Section 15
      of
      the 1933 Act or Section 20 of the 1934 Act and each officer of the Company
      and
      each director of the Company shall have the same rights to contribution as
      the
      Company. Any party entitled to contribution will, promptly after receipt of
      notice of commencement of any action, suit or proceeding against such party
      in
      respect of which a claim for contribution may be made against the other party
      under this Section 7(D), notify such party from whom contribution may be sought,
      but the omission to so notify such party shall not relieve the party from whom
      contribution may be sought from any obligation they may have hereunder or
      otherwise if the party from whom contribution may be sought is not materially
      prejudiced thereby. 

     

      The
      indemnity and contribution agreements contained in this Section 7 shall remain
      operative and in full force and effect regardless of any investigation made
      by
      or on behalf of any indemnified person or any termination of this
      Agreement.

     

      The
      Company hereby waives, to the fullest extent permitted by law, any right to
      or
      claim of any punitive, exemplary, incidental, indirect, special, consequential
      or other damages (including, without limitation, loss of profits) against the
      Placement Agent and each officer, director, shareholder, employee or
      representative of the placement agent and each person controlling, controlled
      by
      or under common control with the Placement Agent within the meaning of Section
      15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations
      arising out of any cause whatsoever (whether such cause be based in contract,
      negligence, strict liability, other tort or otherwise). Notwithstanding anything
      to the contrary contained herein, the aggregate liability of the Placement
      Agent
      and each officer, director, shareholder, employee or representative of the
      Placement Agent and each person controlling, controlled by or under common
      control with the Placement Agent within the meaning of Section 15 of the 1933
      Act or Section 20 of the 1934 Act or the Rules and Regulations shall not exceed
      the compensation received by the Placement Agent pursuant to Section 2 hereof.
      This limitation of liability shall apply regardless of the cause of action,
      whether contract, tort (including, without limitation, negligence) or breach
      of
      statute or any other legal or equitable obligation.

     

    7.  Payment
      of Expenses.

     

    The
      Company hereby agrees to bear all of the expenses in connection with the
      Offering, including, but not limited to the following: filing fees, printing
      and
      duplicating costs, advertisements, postage and mailing expenses with respect
      to
      the transmission of Offering Materials, registrar and transfer agent fees,
      escrow agent fees and expenses, fees of the Company’s counsel and accountants,
      issue and transfer taxes, if any. 

     

    8.  Termination.

     

    This
      Agreement shall be co-terminus with, and terminate upon the same terms and
      conditions as those set forth in the Standby Equity Distribution Agreement.
      

     

    9.  Miscellaneous.

     

      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all which shall be deemed to be one and the same
      instrument.

     

      Any
      notice required or permitted to be given hereunder shall be given in writing
      and
      shall be deemed effective when deposited in the United States mail, postage
      prepaid, or when received if personally delivered or faxed (upon confirmation
      of
      receipt received by the sending party), addressed as follows
      to such
      other address of which written notice is given to the others):

     

    
      	
              If
                to Placement Agent, to:

            	
              Monitor
                Capital Inc.

            
	 	
              9171
                Towne Centre Drive, Suite 465

            
	 	
              San
                Diego, CA 92122

            
	 	
              Attention: Hsiao-Wen
                Kao

            
	 	
              Telephone: (858)
                546-8007

            
	 	
              Facsimile: (858)
                546-8756

            
	 	 
	
              If
                to Company, to:

            	
              Unicorp
                Incorporated

            
	 	
              1117
                Herkimer Street, Suite 110

            
	 	
              Houston,
                TX 77008

            
	 	
              Attention: Kevan
                Casey

            
	 	
              Telephone: (713)
                869-6286

            
	 	
              Facsimile: (713)
                896-0510

            
	 	 
	
              With
                a copy to:

            	
              Kirkpatrick
                & Lockhart Nicholson Graham LLP

            
	 	
              201
                S. Biscayne Blvd. - Suite 2000

            
	 	
              Miami,
                FL 33131

            
	 	
              Attention: Clay
                E. Parker, Esq.

            
	 	
              Telephone: (305)
                539-3306

            
	 	
              Facsimile: (305)
                358-7095

            
	 	 
	 	 


    

    


      This
      Agreement shall be governed by and construed in all respects under the laws
      of
      the State of New Jersey, without reference to its conflict of laws rules or
      principles. Any suit, action, proceeding or litigation arising out of or
      relating to this Agreement shall be brought and prosecuted in such federal
      or
      state court or courts located within the State of Florida as provided by law.
      The parties hereby irrevocably and unconditionally consent to the jurisdiction
      of each such court or courts located within the State of Florida and to service
      of process by registered or certified mail, return receipt requested, or by
      any
      other manner provided by applicable law, and hereby irrevocably and
      unconditionally waive any right to claim that any suit, action, proceeding
      or
      litigation so commenced has been commenced in an inconvenient
      forum.

     

      This
      Agreement and the other agreements referenced herein contain the entire
      understanding between the parties hereto and may not be modified or amended
      except by a writing duly signed by the party against whom enforcement of the
      modification or amendment is sought.

     

      If
      any
      provision of this Agreement shall be held to be invalid or unenforceable, such
      invalidity or unenforceability shall not affect any other provision of this
      Agreement.

     

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      OF PAGE INTENTIALLY LEFT BLANK]

    


    


    



    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Placement Agent Agreement as of the date
      first
      written above.

     

    
      	 	 
	 	
              Unicorp
                Incorporated

            
	 	 
	 	
              By: /s/
                Kevan M. Casey 

            
	 	
              Name: Kevan
                M. Casey

            
	 	
              Title: Chief
                Executive Officer

            
	 	 
	 	 
	 	
              PLACEMENT
                AGENT:

            
	 	
              MONITOR
                CAPITAL INC.

            
	 	 
	 	
              By: /s/
                Hsiao-Wen Kao  

            
	 	
              Name: Hsiao-Wen
                Kao

            
	 	
              Title: President

            
	 	 
	 	 
	 	
              Cornell
                Capital Partners, LP

            
	 	 
	 	
              By: Yorkville
                Advisors, LLC

            
	 	
              Its: General
                Partner

            
	 	 
	 	
              By: /s/
                Mark A. Angelo 

            
	 	
              Name: Mark
                A. Angelo

            
	 	
              Title: Portfolio
                Manager