Exhibit 10.15


    EXHIBIT
      10.15

    


    TERMINATION
      AGREEMENT

    


    THIS
      TERMINATION AGREEMENT (the
      “Agreement”)
      is
      made and entered into effective as of November 14, 2005, by and between
UNICORP
      INCORPORATED,
      incorporated and
      existing under the laws of the State of Nevada (the “Company”),
      and
CORNELL
      CAPITAL PARTNERS, LP,
      a
      Delaware limited partnership (the “Investor”).

    


    Recitals:

    


    WHEREAS,
      the
      Company and the Investor entered into a standby equity distribution agreement
      dated August 8, 2005 (the “Standby
      Equity Distribution Agreement”)
      a
      registration rights agreement dated as of August 8, 2005 (the “Registration
      Rights Agreement”),
      an
      escrow agreement dated as of August 8, 2005 (the “SEDA
      Escrow Agreement”)
      and a
      placement agent agreement dated August 8, 2005 (the “Placement
      Agent Agreement”).
      (collectively, the Standby Equity Distribution Agreement, Registration Rights
      Agreement, the SEDA Escrow Agreement, and the Placement Agent Agreement are
      referred to as the “Transaction
      Documents.”)

    


    NOW,
      THEREFORE, in
      consideration of the promises and the mutual promises, conditions and covenants
      contained herein and in the Transaction Documents and other good and valuable
      consideration, receipt of which is hereby acknowledged, the parties hereto
      agree
      as follows:

    


    	1.  	
            Termination.
              Each of the parties to this Agreement hereby terminate the Standby
              Equity
              Distribution Agreement, Registration Rights Agreement, the SEDA Escrow
              Agreement and the respective rights and obligations contained therein.
              As
              a result of this provision, none of the parties shall have any rights
              or
              obligations under or with respect to the Transaction Documents.
              

          


    	2.  	
            Fees.Each
              of the parties to this Agreement acknowledge that any and all fees
              paid to
              the Investor pursuant to the Transaction Documents were earned upon
              the
              execution of the Transaction Documents and shall be retained by the
              Investor notwithstanding the termination of the Transaction Documents
              as
              contemplated hereunder.

          


    


    


    


    


    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties have signed and delivered this Termination Agreement on the date first
      set forth above.

    


    
      	 	
              UNICORP
                INCORPORATED

            
	 	 
	 	
              By: /s/
                Kevan M. Casey  

            
	 	
              Name: Kevan
                M. Casey

            
	 	
              Title: Chief
                Executive Officer

            
	 	 
	 	
              CORNELL
                CAPITAL PARTNERS, LP

            
	 	 
	 	
              By:
                Yorkville Advisors, LLC

            
	 	
              Its:
                General Partner

            
	 	 
	 	
              By: /s/
                Mark A. Angelo  

            
	 	
              Name: Mark
                A. Angelo

            
	 	
              Title: Portfolio
                Manager

            
	 	 
	 	
              MONITOR
                CAPITAL INC.

            
	 	 
	 	
              By: /s/
                Hsiao-Wen Kao  

            
	 	
              Name: Hsiao-Wen
                Kao

            
	 	
              Title: President