SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): March 06, 2000
UNICORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
2-73389 75-1764386
(Commission File No.) (I.R.S. Employer
Identification No.)
502 North Division Street
Carson City, Nevada 89703
(Address of Principal Executive Offices)
(775) 883-3711 and (281) 933-4874
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
410 Pinafore, Suite 6500, Buda, Texas 78610
==============================================================================
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
The registrant has been delaying the filing of this information because L.
Mychal Jefferson II, the former President and Chief Executive Officer has
refused to turnover the records of the registrant to Noel Rodriquez, the recent
former President and Chief Executive Officer of the registrant. The registrant
has filed its Original Petition and Request for Mandamus Relief, cause no.
2000-06970, in the 113th Judicial District Court, Harris County, Texas. The
registrant believes that Mr. Jefferson("Defendant") has been avoiding service of
the petition. The Judge of the 113th Judicial District Court, Harris County,
Texas has issued an Order to attach the petition to the Defendant's door and
perfect service. If the Defendant refuses to comply with the Court's Order,
then the registrant will secure a default judgment against the Defendant. The
registrant intends to file a complaint with the United States Securities and
Exchange Commission Compliance Section in order to make a determination
regarding the withholding of the registrant's business records and other
matters.
On March 6, 2000, the following persons were elected to the Registrant's
Board of Directors:
Louis Mehr
Michael Price
John Marrou
On February 16, 2000, the following persons resigned from the Registrant's
Board of Directors:
Scott H. Swain
Michael D. Bernick
On April 3, 2000, Michael Price resigned from the Board of Directors and as
an officer because he could not participate in the registrant's business
activities.
<PAGE>
On February 17, 2000, at a Special Meeting of the Board of Directors of the
registrant it was determined that Equitable Assets Incorporated("EAI"), a Belize
corporation, is the control person of the registrant. EAI is one (100%) owned
by the First Madison Trust("FMT"), a Belize personal trust. The settlor and
beneficiary of the trust is John Avilez, a Belize citizen, who is now deceased.
Mr. Avilez died on April 4, 2000. It is assumed that Mr. Avilez's estate is now
the beneficiary of FMT. Mr. Avilez was a lawyer in Belize.
EAI gained control of the registrant by virtue of that certain
agreement dated on January 1, 1998 as described in the Registrant's 8-k filing
dated on April 9, 1998, and by securing a default judgment in favor of Equitable
Assets Incorporated on May 25, 1999 against the registrant pursuant to a
purchase money note at the closing of the agreement on March 1, 1998 ("the
note").
EAI demanded payment from the registrant pursuant to terms of the note.
The registrant did not pay the note after demand. Then EAI filed a lawsuit
against the registrant in State District Court in Harris County, Texas in cause
number 98-42800 and after service on the registrant's registered agent, C T
Corporation, located in the State of Nevada, secured a default judgment from the
court in the amount of $222,676.76 on May 25, 1999. EAI has settled the
judgment with the registrant effective March 25, 2000 without prejudice.
EAI exchanged 58,285.71 tons of paid up zeolite inventory to the registrant
in exchange for a promissory note (the note) issued by the registrant in the
amount of two hundred thousand ($200,000) dollars dated on March 1, 1998 bearing
an interest rate of six (6%) percent per annum. The note was due on April 15,
1998. The note was to be paid out of an anticipated private placement. In
addition, the registrant, by the agreement("the agreement") exchanged 420,000
shares of its Class A Voting Common Stock at ten ($10.00) dollars per share and
58,000 shares of Series A Preferred $100.00 par Stock at a dividend of 8 1/2%
per cent per annum payable quarterly in the Voting Common Stock of the
registrant or cash to EAI. The registrant has never paid any dividend as
agreed. EAI is entitled to be issued the initial shares dated March 1, 1998 and
to receive the dividend shares as agreed under the Preferred Stock Agreement.
The Agreement was reached under Regulation S of the United States Securities
Laws.
The Board of Directors has ratified the New Plan of Reorganization and
Settlement Agreement that provides for the issuance of the 9,550,000 shares of
the Class A Voting Common Stock with a par value $.0001 and 9,550,000 shares of
the Class B Voting Common Stock with a par value of $.0001 per share in exchange
for the 420,000 shares of the Class A Voting Common Stock("Common Stock") and
the 58,000 shares of the Series A Callable Preferred("Preferred"), $100.00 par
value, (8 %) per cent per annum dividend payable quarterly in the Voting
Common Stock of the registrant to EAI. The registrant has always had authority
to issue the foregoing shares that are the subject of the agreement by authority
of Article Twelve of the registrant's original non-amended charter. Article
Twelve is as follows: "No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, or any bonds, debentures or
other securities convertible into stock, but such additional shares of stock or
other securities convertible into stock may be issued or disposed of by the
Board of Directors to such persons and on such terms as in its discretion it
shall deem advisable." Under the terms of the New Plan of Reorganization and
Settlement Agreement, EAI has exchanged its Regulation S 58,000 shares of the
Preferred, together with accumulated dividends, and has exchanged its Regulation
S 420,000 shares Common Stock for 9,550,000 shares of the registrant's Class A
Voting Common Stock and for 9,550,000 shares of the registrants Class B Voting
Common Stock the consideration being the release of the judgment against the
registrant in favor of EAI. EAI now controls 95.5% of each class of the issued
stock outstanding. EAI has assumed responsibility to pay the court cost and
Attorney fees regarding the judgment in favor of EAI.
The registrant is issuing shares in the new classes to each shareholder on
a pro rata basis for share holders of record on the close of the Bulletin
Board Market on April 15, 2000.
On February 17, 2000, the Board of Directors voted to amend the
registrant's Charter under Article Eleven. The Article provides that "This
corporation reserves the right to amend, alter, change or repeal any provisions
contained in the Articles of Incorporation, in the manner now or hereafter
prescribed statute, or by the Articles of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this reservation."
The new amendment is as follows:
<PAGE>
Article Four
------------
CLASS A COMMON
This Corporation shall have authority to issue One Hundred Million
(100,000,000) shares of Class A Common shares with a par value of ($.0001) per
share. Holders of the Class A Common shares shall have authority to elect
one-third (1/3) of the Board of Directors and shall be entitled to receive two
thirds (2/3) of any cash dividend of this Corporation the exception being any
share distribution and then the dividend shall be distributed share for share,
or otherwise at the discretion of the Corporation Board of Directors. The Class
A Common shares capitalization account shall be entitled to accrue and receive
two thirds (2/3) of any earnings or two thirds (2/3) of any losses
CLASS B COMMON
This Corporation shall have authority to issue One Hundred Million
(100,000,000) shares of Class B Common shares with a par value of ($.0001) per
share. Holders of the Class B Common shares shall have authority to elect two
thirds (2/3) of the Board of Directors and shall be entitled to receive one
third (1/3) of any cash dividend of this Corporation the exception being any
share distribution and then the dividend shall be distributed share for share,
or otherwise at the discretion of the Corporation Board of Directors. The Class
B Common shares capitalization account shall be entitled to accrue and receive
one third (1/3) of any earnings or one third (1/3) of any losses.
PREFERRED CLASS
This Corporation shall have authority to issue One Hundred Million
(100,000,000) shares of a Preferred Class with a ($.0001) par value. The
holders of the Common Stock authorize the Board of Directors, without action, to
provide for the issuance of the Preferred Stock in one or more series, to
establish the numbers of shares in each series, designations, powers,
preferences and rights of the shares of each series and the qualifications,
limitations or restrictions thereof. This includes, among other things, voting
rights, conversion privileges, dividend rates, redemption rights, sinking fund
provisions and liquidation rights that shall be superior to the Common Stock.
Control of the registrant occurred on March 16, by a new majority of the
registrant Board of Directors.
ITEM. 5. OTHER EVENTS
On March 1, 1998, EAI exchanged and delivered its assets to the
registrant. L. Mychal Jefferson II, the registrant's former control person and
its President accepted for the delivery of such assets and receipted the
recorded delivery assignment. The assignment has been filed in Yavapai County,
Arizona on March 17, 1998 and recorded in Book 3555, Page 776.
On January 1, 1998, AZ Capital, Inc., a Texas corporation, a wholly owned
subsidiary of EAI, at the time of the following described transaction, executed
an option with the registrant to acquire Whitsitt Oil Company, Inc., a wholly
owned subsidiary of the registrant. The sixty (60) day option date expired and
AZ Capital, Inc. forfeited 891,000 shares of its Class A Common Stock and
891,000 shares of its Class B Common Stock with each class having a par value of
ten ($.10) cents per share.
On July 30, 1998, L. Mychal Jefferson II receipted the delivery of each
class of shares forfeited by AZ Capital, Inc.
On March 1, 1999, the registrant entered into a Plan of Reorganization
with R. Noel Rodriguez ("Rodriguez") and the shareholders of "The Auto
AXZPT.COM, Inc"., for the registrant to purchase all the outstanding shares of
Auto AXZPT.COM, Inc. in exchange of 3,600,000 shares of the registrant.
On February 11, 1999 the Board of Directors of the registrant voted to
change its name to Auto Axzpt.Com, Inc. The NASDAQ symbol for the company was
changed to AXPT. The name of the registrant was never changed.
On March 1, 1999 the registrant filed a S-8 registration statement with the
United States Securities and Exchange Commission to register 185,000 shares of
the registrants common stock. The registration was for work performance
allegedly done by the recipients of the 185,000 shares of the common stock of
the registrant.
<PAGE>
Norman Reynolds, Attorney at Law has denied to the registrant that he
prepared the registration statement and may have agreed to the use of the
Attorney Opinion Letter of such registration. The registrant will be seeking a
signed copy of the letter. Someone may have committed a criminal act regarding
the Attorney Opinion Letter.
The registrant is recognizing the issuance of the 185,000 shares at the
present time. Management intends to investigate the nature of the work
allegedly performed by the beneficiaries of these shares. The registrant could
cancel these shares because the registrant did not receive any of the proceeds
of the issuance of the shares and if the nature of the work perfomed or the none
existence of the Attorney Opinion Letter allegedly prepared by Mr. Norman
Reynolds is found to be a forgery or any fraud involving the issuance of such
shares.
Management will be investigating the Form S-8 filing on May 8, 1998
regarding the issuance of stock to Tim Wright. Mr. Norman Reynolds does not
believe he authorized the use of his Attorney Opinion Letter regarding that
filing. The registrant will need an executed letter to prove or disprove such
act.
On December 2, 1998 the registrant filed an amended 10QS B/A purported to
be a unilateral cancellation of the Agreement of Purchase and Sale of Assets
purchased from EAI on March 1, 1998. EAI did not enter into that cancellation
agreement.
The management of the registrant receipted the purchase and delivery of the
assets. The repurchase of 20,571 tons by EAI was at the option of EAI. The
Option was never exercised.
The registrant has learned that the registrant's former management did not
report the lawsuit between EAI and the registrant to the public or the
Securities Exchange Commission.
The registrant has learned that no corporation exists either in Texas or Nevada
as Auto Axzpt.Com, Inc.
The registrant has learned that R. Noel Rodriguez did not know that the
registrant's S-8 was filed on March 1, 1999 the same day the registrant entered
in to the Plan of Reorganization with "Auto Axzpt.Com, Inc." that does not exist
as a corporation. The registrant has learned that R. Noel Rodriquez knew that
"Auto Axzpt.Com, Inc." did not exist as a corporation. The registrant has
learned that former management did not report the lawsuit to R. Noel Rodriquez.
Unicorp, Inc. f/k/a Auto Axzpt.Com, Inc., Plaintiff, filed Plaintiff's
Original Petition and Request for Mandamus Relief in cause no. 2000-06970 in the
113th Judicial District Court of Harris County Texas against the Registrant's
former President, L. Mychal Jefferson II, defendant. The petition alleges among
other things that the Defendant has violated his agreement with the company and
is seeking damage regarding the defendant's breach of the contract.
The registrant has learned that on January 20, 1999, that Henry A.
Schulle, on behalf of Unicorp, Inc. filed a shareholders derivative lawsuit
against L. Mychal Jefferson II, The Laissez-Faire Group, Inc. and Unicorp, Inc.
The registrant is a nominal derivative defendant. That lawsuit was dismissed
without prejudice.
The registrant has learned that none of the legal proceedings have been
reported to the United States Securities and Exchange Commission until now.
Former management of the registrant may have defrauded the United
States Secretaries and Exchange Commission and the shareholders of the
registrant by not reporting the legal proceedings against the registrant.
The registrant learned that the registrant's charter in the State of
Nevada was forfeited. The new management has cured that problem.
The registrant had no agent for service. CT Corporation resigned after
Being served the Equitable Assets Incorporated lawsuit.
The Board of Directors has made Corporate Services of Nevada,
502 N. Division Street, Carson City, Nevada 89703 the registrant's agent
for service in the State of Nevada and all of the registrant's State of
Nevada filing requirements have been cured.
On February 17, 2000, the Board of Directors of the registrant voted to
restore the symbol of Unicorp Inc. to UNIC. The Board of Directors accepted the
resignation of Michael Berrick and Scott Swain from the Board of Directors and
elected the following officers:
John Marrou, Secretary and Treasurer, Director
Lewis Mehr, President, Director
Michael Price, Vice President, Director
The registrant is seeking an attorney to represent the registrant
before the United States Securities and Exchange Commission and an Attorney to
<PAGE>
represent the registrant to seek relief against former management and those
individuals and investment bankers that may have interfered with the registrant
and EAI in their business relationship, if any.
The registrant reaffirms the registrants By Laws filed on record with
the United States Securities and the Exchange Commission in January 1998.
The registrant does not intend at this time to amend any reports filed
with the United States Securities and Exchange Commission that are inaccurate
because that was the responsibility of the registrant's former Board of
Directors. The current management intends to manage accurately and with
diligence in the future. Management does intend to file the 10-KSB of 1998,
1999 and 10-QSB reports for each quarter of 1999.
The registrant will restate its Financial Statements from March 31,
1998. The registrant is filing its unaudited financial statements the years
ending March 31, 1998 and December 31, 1999 as an exhibit to this report. The
registrant is depending on Court relief in order to retrieve the registrant's
records from L. Mychal Jefferson II, the registrants' former President. The
registrants will retain Alvin Dahl, C.P.A or another Securities Exchange
Commission C.P.A. practitioner to audit its financial statements after the
records are secured from L. Mychal Jefferson II, the registrant's former
President.
The registrant ratifies the contract entered between the registrant and
EAI on January 1, 1998.
The registrant will enter in indemnity agreement with the officers
And directors.
The registrant has adopted a Stock Incentive Plan for its officers
And directors.
The registrant has ratified the previously announced spin-off of the
Following companies to its shareholders:
Martex Trading Co., Inc.(formerly Whisitt Oil Company, Inc.), a Texas
corporation.
Tex Nevada Oil & Gas Co., a Texas corporation.
Med-X Systems, Inc., a Texas corporation.
AZ Capital, Inc., a Texas corporation.
The registrant is negotiating with representatives of a national marketing
organization to market its mineral holdings directly to the consumer as a home
use product and other commercial uses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The exhibits listed in the following
index are filed as part of this form 8-K. The exhibits indicated by an asterisk
(*) are incorporated by reference.
1.
(a) Financial statements of businesses acquired. At this time the
registrant is filing its unaudited financial statements for March 31, 2000,
December 31, 1999 and December 31, 1998.
(b) Pro forma financial information. At this time the treasurer of the
registrant does note have the necessary expense and income numbers to file
the pro forma financial information. The registrant anticipates filing the
required pro forma financial statements with the Securities and Exchange
Commission by June 30, 2000.
(c) Exhibits.
(i) New Plan of Reorganization and Settlement dated March 25, 1999 by and
between UNICORP,Inc.,("UNIC"),Equitable Assets Incorporated, ("EAI"),
the Plaintiff with respect to settling of the judgment secured in
favor of EAI.
(ii) Indemnity Agreement.
(iii) Stock Incentive Plan.
(iv) Affidavit of John Avilez.
(v) Letter from Norman Reynolds.
(vi) Certificate from The Secretary of Nevada.
(vii) Certificate from The Secretary of Texas.
(viii) Certificate from The Secretary of Texas.
(ix) *Articles of Incorporation of Texoil, Inc. filed on May 8, 1981 with
the Secretary of State of Nevada, described in the Registration
Statement on Form S-2 of the Registrant, effective October 13, 1981.
Commission file number 2-73389.
<PAGE>
(x) *Certificate of Amendment to Articles of Incorporation of Texoil, Inc.
filed on October 10, 1989 with the Secretary of State of Nevada,
described in Form 10-KSB for the year ended December 31, 1997, filed
March 6, 1998.Commission File No. 2-73389.
(xi) Certificate of Amendment to the Registrant's Charter filed on March
06, 2000. Secretary of State of Nevada file number C3101-81.
(xii)* Bylaws, as Amended January 20, 1998, described in Form 10-KSB for
the year ended December 31, 1997, filed March 6, 1998. Commission File
No. 2-73389.
(xiii)Letter to Duane Roberts.
(xiv) Letter to Stephen Chu.
(xv) Letter to Monica West.
(xvi)Letter to Henry A. Schulle.
(xvii)*Agreement of Purchase and Sale of Assets.
(xiii)Assignment.
(xix)Receipt.
(xx) Court Judgment in favor of EAI.
(xxi)Answer to Norman Reynolds letter
(xxii)Letter to Tim Wright
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934,the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNICORP, INC.
Date: March 25, 2000 By /s/ Louis G. Mehr
-----------------------------
Louis G. Mehr, President
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- - ------ -----------
1. New Plan of Reorganization and Settlement dated March 25, 1999 by and
between UNICORP,Inc.,("UNIC"),Equitable Assets Incorporated,("EAI"), the
Plaintiff with respect to settling of the judgment secured in favor of EAI.
2. Indemnity Agreement.
3. Stock Incentive Plan.
4. Affidavit of John Avilez.
5. Letter from Norman Reynolds.
6. Certificate from The Secretary of Nevada.
7. Certificate from The Secretary of Texas.
8. Certificate from The Secretary of Texas.
9. *Articles of Incorporation of Texoil, Inc. filed on May 8, 1981 with the
Secretary of State of Nevada, described in the Registration Statement on
Form S-2 of the Registrant, effective October 13, 1981. Commission file
number 2-73389.
10. *Certificate of Amendment to Articles of Incorporation of Texoil, Inc.
filed on October 10, 1989 with the Secretary of State of Nevada, described
in Form 10-KSB for the year ended December 31, 1997, filed March 6, 1998.
Commission File No. 2-73389.
11. Certificate of Amendment to the Registrant's Charter filed on March 06,
2000. Secretary of State of Nevada file number C3101-81.
12. * Bylaws, as Amended January 20, 1998, described in Form 10-KSB for the
year ended December 31, 1997, filed March 6, 1998. Commission File No.
2-73389.
13. Letter to Duane Roberts.
14. Letter to Stephen Chu.
15. Letter to Monica West.
16. Letter to Henry A. Schulle.
17. *Agreement of Purchase and Sale of Assets by reference reported on the Form
8-K file April 9, 1998.
18. Assignment.
19. Receipt.
20. Court Judgment in favor of EAI.
21. Answer to Norman Reynolds letter
22. Letter to Tim Wright
WordPerfect WARNING - No Equivalent EDGAR Representation */
/* WordPerfect Structure - Footer A Beginning */
Other Assets
<PAGE>
/* WordPerfect Structure - Footer A Ending */
1. (a) UNAUDITED BALANCE SHEETS AND PROFIT AND LOSS STATEMENTS
<TABLE>
<CAPTION>
UNICORP, INC.
Balance Sheet - Unaudited
As of March 31, 2000
March 31, '00
--------------
<S> <C>
ASSETS
Other Assets
1300 MINERAL INTEREST 10,200,000.00
1806 INVEST. - AZ CAPITAL, INC. 409,860.00
Total Other Assets 10,609,860.00
TOTAL ASSETS 10,609,860.00
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
2050 - ACCOUNTS PAYABLE 58,776.00
Total Other Current Liabilities 58,776.00
Total Current Liabilities 58,776.00
Total Liabilities 58,776.00
Equity
3060 - COMMON STOCK - CLASS A 1,000.00
3061 - COMMON STOCK - CLASS B 1,000.00
3101 - ADDITIONAL PAIDIN CAPITAL 13,749,913.00
3500 - RETAINED EARNINGS -3,199,231.00
Net Income -1,598.00
Total Equity 10,551,084.00
TOTAL LIABILITIES & EQUITY 10,609,860.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNICORP, INC.
Profit and Loss - Unaudited
January through March 2000
Jan - Mar '00
<S> <C>
Ordinary Income/Expense
Expense
6260 - PRESS COSTS 320.00
6280 - REGISTRATION COSTS 630.00
6350 - TRAVEL 648.00
Total Expense 1,598.00
Net Ordinary Income -1,598.00
Net Income -1,598.00
</TABLE>
<PAGE>
1. (a). UNAUDITED BALANCE SHEETS AND PROFIT AND LOSS STATEMENTS CONTINUED
<TABLE>
<CAPTION>
UNICORP, INC.
Balance Sheet - Unaudited
As of December 31,1999
Dec 31, *99
-------------
<S> <C>
ASSETS
Other Assets
1300 - MINERAL INTEREST 10,200,000.00
1805 - INVEST. - AZ CAPITAL, INC. 409,860.00
Total Other Assets 10,609,860.00
TOTAL ASSETS 10,609,860.00
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
2050 - ACCOUNTS PAYABLE 57,178.00
2060 - DIVIDENDS PAYABLE 903,833.33
Total Other Current Liabilities 961,011.33
Total Current Liabilities 961,011.33
Long Term Liabilities
2601 - NOTE PAYABLE - E.A.I. 200,000.00
Total Long Term Liabilities 200,000.00
Total Liabilities 1,161,011.33
<PAGE>
Equity
3000 - PREFERRED STOCK - SERIES A 5,800,000.00
3050 - COMMON STOCK 168,086.59
3060 - COMMON STOCK - CLASS A 4,200.00
3101 - ADDITIONAL PAIDIN CAPITAL 7,579,626.41
3500 - RETAINED EARNINGS -3,868,386.33
Net Income -234,678.00
Total Equity 9,448,848.67
TOTAL LIABILITIES & EQUITY 10,609,860.00
<PAGE>
UNICORP, INC.
Balance Sheet - Unaudited
January through December 1999
Jan - Dec '99
Ordinary Income/Expense
Expense
6145 - COURT COSTS EXPENSE 277.00
6270 - PROFESSIONAL FEES 219,401.00
6320 - STOCK TRANSFER EXPENSE 15,000.00
Total Expense 234,678.00
Net Ordinary Income -234,678.00
Net Income -234,678.00
<PAGE>
UNICORP, INC.
Balance Sheet - Unaudited
As of December 31,1998
Dec 31, '98
ASSETS
Other Assets
1300 MINERAL INTEREST 10,200,000.00
1805 INVEST. - AZ CAPITAL, INC. 409,860.00
Total Other Assets 10,609,860.00
TOTAL ASSETS 10,609,860.00
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
2060 - ACCOUNTS PAYABLE 7,500.00
2060 - DIVIDENDS PAYABLE 410,833.33
Total Other Current Liabilities 418,333.33
Total Current Liabilities 418,333.33
Long Term Liabilities
2601 - NOTE PAYABLE - E.A.I. 200,000.00
Total Long Term Liabilities 200,000.00
Total Liabilities 618,333.33
<PAGE>
Equity
3000 - PREFERRED STOCK - SERIES A 5,800,000.00
3050 - COMMON STOCK 166,236.59
3060 - COMMON STOCK -CLASS A 4,200.00
3101 - ADDITIONAL PAIDIN CAPITAL 7,396,476.41
3500 - RETAINED EARNINGS -3,514,587.33
Net Income 139,201.00
Total Equity 9,911,526.67
TOTAL LIABILITIES & EQUITY 10,609,860.00
<PAGE>
LINICORP, INC.
Profit and Loss - Unaudited
January through December 1998
Jan - Dec '98
Ordinary Income/Expense
Expense
6270 - PROFESSIONAL FEES 270,659.00
Total Expense 270,659.00
Net Ordinary Income -270,659.00
Other Income/Expense
Other Income
7030 - OTHER INCOME 409,860.00
Total Other Income 409,860.00
Net Other Income 409,860.00
Net Income 139,201.00
</TABLE>
<PAGE>
Exhibit 1.
____________________________
UNICORP INC.
AND
EQUITABLE ASSETS INCORPORATED
NEW PLAN OF REORGANIZATION
AND SETTLEMENT AGREEMENT
DATED: March 25, 2000
___________________________
NEW PLAN OF REORGANIZATION AND SETTLEMENT AGREEMENT
This New Plan of Reorganization and Settlement Agreement("Agreement") is made
and entered into this 25th day of March, 1999, by and among Unicorp, Inc., a
Nevada corporation (hereinafter referred to as "Defendant"), Equitable Assets
Incorporated, a Belize corporation (hereafter referred to as "Plaintiff").
RECITALS:
Whereas, on May 25, 1999, the Plaintiff secured a default judgment against the
Defendant in the amount of $222,676.76, the Plaintiff and Defendant now desire
to settle the judgment without prejudice in favor of the Plaintiff.
NOW THEREFORE, for the mutual consideration set out herein, the parties hereto
agree as follows:
<PAGE>
1. Issuance and Exchange of Shares
The Defendant agrees that the Plaintiff is entitled to receive 420,000 shares of
the Defendant's Regulation S common stock with the closing date being March 1,
1998. The Defendant agrees that the Plaintiff is entitled to receive 58,000
Regulation S shares of the 8 1/2% Series A Callable $100.00 Preferred Stock
effective March 1, 1998.
It is agreed that the Plaintiff immediately receive the issuance of such shares
upon the execution of this settlement agreement.
The Board of Directors has ratified this New Plan of Reorganization and
Settlement Agreement that provides for the issuance of the 9,550,000 shares of
the Class A Voting Common Stock with a par value $.0001 and 9,550,000 shares of
the Class B Voting Common Stock with a par value of $.0001 per share in exchange
for the 420,000 shares of the Class A Voting Common Stock("Common Stock") and
the 58,000 shares of the Series A Callable Preferred("Preferred"), $100.00 par
value, (8 %) per cent per annum dividend payable quarterly in the Voting
Common Stock of the Defendant to EAI. The Defendant has always had authority
to issue the foregoing shares that are the subject of the agreement by authority
of Article Twelve of the Defendant's original non-amended charter. Article
Twelve is as follows: "No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, or any bonds, debentures or
other securities convertible into stock, but such additional shares of stock or
other securities convertible into stock may be issued or disposed of by the
Board of Directors to such persons and on such terms as in its discretion it
shall deem advisable." Under the terms of this New Plan of Reorganization and
Settlement Agreement, EAI will exchange its Regulation S 58,000 shares of the
Preferred, together with accumulated dividends, and will exchange its Regulation
S 420,000 shares Common Stock for 9,550,000 shares of the registrant's Class A
Voting Common Stock and for 9,550,000 shares of the registrants Class B Voting
Common Stock, the consideration being the release of the judgment against the
registrant in favor of EAI. EAI will have control of 95.5% of each class of the
issued stock outstanding. It is agreed that the Plaintiff can immediately
exchange the Regulation S 58,000 shares of Preferred and the 420,000 Regulation
S shares of Common Stock for 9,550,000 shares of the Class A Voting Common Stock
and 9,550,000 shares of the Class B Common Stock of the Defendant by virtue of
this agreement.
It is agreed that the Plaintiff will assume the cost of court and the payment of
Attorney Fees in regard to the judgment.
It agreed that the Plaintiff will be in control of 95.5% of each issued and
outstanding class of Common Stock of the Defendant.
2. Minority Shareholders
It is agreed that minority shareholders who presently hold the common stock of
the registrant are entitled to receive the new Class A Common Stock on a pro
rata share exchange. For each share that the minority shareholder owns, the
minority shareholder is entitled to receive a Class A Common Share in the
exchange. This is part of the settlement agreement. It is agreed that minority
shareholders are entitled to receive the Class B Common Stock on a pro rata
share exchange. When the minority shareholder exchanges the old common stock
for the new Class A Common Stock the shareholder will additionally be issued the
new Class B Common Stock on a pro rata share exchange. The minority shareholder
will have the same amount of shares in each class of the Common Stock of the
registrant. This is part of the settlement agreement.
It is agreed that the Defendant will notify the registrant's transfer agent of
such agreement to facilitate the orderly transfer of the registrant's newly
authorized classes of securities and that new a CUSIP number has been issued for
The Class B Common Stock and the unissued Preferred Stock. The Cusip number now
used for the outstanding common will be the same CUSIP for the Class A Common
Stock of the registrant.
<PAGE>
Delivery of Shares
On the Closing Date, the Defendant will deliver to Plaintiff the certificates
representing all of the shares of Defendant's Classes of common stock, duly
issued so as to make Plaintiff the sole owner thereof, free and clear of all
claims and encumbrances. The closing date shall be no later than March 25, 2000.
Authority to Enter into Agreement
The Defendant has the power and authority to enter into this agreement
authorized by its Board of Directors.
Obligation
This Agreement constitutes a valid and legally binding
obligation of the Defendant, and neither the execution of this Agreement,
nor the consummation of the transactions contemplated hereby, will constitute
a violation of or default under, or conflict with, any judgment, decree,
statue or regulation of any governmental authority applicable to such
Defendant or any contract, commitment, agreement or restriction of any kind
to which such Defendant is a party or by which it or its assets are bound.
Approvals Required.
No approval, authorization, consent, order or other
action of, or filing with any person, firm or corporation of any court,
administrative agency or other governmental authority is required in
connection with the execution and delivery by the Defendant of this
Agreement or the consummation of the transaction described herein, except as
disclosed herein an, except to the extend that the parties are required to
file reports in accordance with relevant regulations under Federal and state
securities laws.
Representations and Warranties of Plaintiff
Plaintiff, as a material inducement to the Defendant to enter
into this Agreement and Consummate the transactions contemplated hereby, makes
the following representations and warranties to the Defendant,
which representations are true and correct at this date, and will be true and
correct on the Closing Date as though made on as of such date:
Due Authorization, Etc.
This Agreement has been duly authorized,
executed and delivered by the Plaintiff, and constitutes a legal, valid, and
binding obligation and no consent or other governmental authority is required by
Plaintiff for the execution, delivery or performance of this Agreement by
Plaintiff; no consent of any party to any contrary or agreement to which
Plaintiff is a party of by which any of its property or assets are subject is
required for the execution, delivery prior performance of this Agreement by
Plaintiff.
Notices.
All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent
<PAGE>
by prepaid first class registered or certified mail, return receipt requested
to the following addresses or such other addresses as are given to other
parties in the manner set forth herein:
Mr. Louis G. Mehr
President
Unicorp, Inc.
10555 Turtlewood Ct., 1604
Houston, Texas 77072
With a copy to:
Mr. Louis G. Mehr
President
Equitable Assets Incorporated
35 Barracks Rd. 3rd Floor
Belize City, Belize C.A.
Headings
The section and subsection headings in the Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
Counterparts
This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Governing Law
This Agreement shall be governed by the laws of the
State of Nevada, State of Texas and Belize C.A.
Binding Effect
This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs,
administrators, executors, successor and assigns.
Entire Agreement
This Agreement is the entire agreement of the parties
covering everything agreed upon or understood in the transaction. There are
no oral promises, conditions, representation, understandings, interpretations
or terms of any kind as conditions or inducements to the execution hereof.
Time.
Time is of the essence.
Severability
<PAGE>
If any part of this Agreement is determined by a court of
competent jurisdiction to be unenforceable, the balance of the Agreement shall
remain in full force and effect.
Default Costs
In the event any party hereto has to resort to legal
action to enforce any of the terms hereof such party shall be entitled to
collect attorneys' fees and other costs for the party in default.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
ATTEST: UNICORP, INC.
By:/s/John Marrou By:/s/Louis Mehr
---------------- ---------------
John Marrou Louis Mehr
ATTEST: Equitable Assets Incorporated
By:/s/Louis Mehr By:/s/Louis Mehr
--------------- ---------------
Louis Mehr Louis Mehr
<PAGE>
Exhibit 2.
INDEMITY AGREEMENTS
UNICORP, INC.
INDEMNIFICATION AGREEMENT
AGREEMENT, effective as of March 6, 2000, between Unicorp, Inc., a Nevada
corporation (the "Company"), and
- -----------------------("Indemnitee").
WHEREAS, Indemnitee is a director (or officer) of the Company;
<PAGE>
WHEREAS, both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against directors and a time when it
has become increasingly difficult to obtain adequate insurance coverage at
reasonable costs;
WHEREAS, in recognition of Indemnitees need for substantial protection against
personal liability in order to enhance Indemnitee's continued service to the
company in an effective manner, the Company wishes to provide in this Agreement
for the indemnification of and the advancing of expenses to Indemnitee to the
full extent (whether partial or complete) permitted by law and as set forth in
this Agreement, and, to the extent insurance is maintained for the continued
coverage of Indemnitee under the Company's directors' and officers liability
insurance policies. regardless of any future change in the certificate of
Incorporation, Bylaws, composition of the Board of Directors or structure of the
Company,
NOW, THEREFORE, In consideration the premises and of Indemnitee's service to the
Company, directly or indirectly, and intending to be legally bound hereby, the
parties hereby agree as follows:
In the event Indemnitee was, is, or becomes a party to or a witness or
other participant in, or is threatened to be made a party to or a witness or
other participant in, any threatened, pending or completed action, suit or
proceedings or any inquiry of investigation, whether conducted by the Company or
any other party, that Indemnitee in good faith believe might lead to any such
action, suit or proceedings whether civil, criminal, administrative,
investigative or otherwise (a "Claim") by reason of (or arising in part out of)
the fad that Indemnitee is or was a director, officer, employee, agent or
fiduciary of the Company, or is or was serving at the request of the Company as
a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, or by reason of anything done or not done by Indemnitee in any such
capacity (an "Indeemnifiable Event"), the Company shall indemnify Indemnitee to
the full extent permitted by law (the determination of which shall be made by
the Reviewing Party referred to below) as soon as practicable but in any event
no later than thirty days after written demand is presented to the Company,
against any and all expenses including attorneys' fees and other costs,
expenses, and obligations paid or incurred in connection with investigating
preparing for and defending or participating in the defense of (including on
appeal any Clam relating to any Identifiable Event) (collectively "Expenses"),
judgments, fines penalties and amounts paid in settlement (including all
interest assessments and other charges paid or payable in connection with or in
respect of such judgments, fines penalties or paid or payable in connection with
or in respect of such judgments, fines, penalties or amounts paid in settlement)
of such Claim and, if so requested by Indemnitee the Company shall
advance (within two business days of such request) any and an such Expenses
to Indemnitee; provided, however, that
(i)the foregoing obligation of the Company shall not apply to a Chum that was
commenced by the indemnitee without the prior approval of the Board of Directors
of the Company unless the Claim was commenced aft a Change in Control (as
defined in Section 5 herein);
(ii) the foregoing obligation of the Company shall be subject to the condition
that an appropriate person or body (the "Reviewing Party") shall not have
determined (in a written opinion in any case in which the special, independent
counsel referred to in Section 4 hereof is involved) that Indemnitee would not
be permitted to be indemnified for such Expenses under applicable law; and
(iii)If, when and to the extent that the Reviewing Party determines that
Indemnitee would not be permitted
to be indemnified for such Expenses under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all such amounts therefore paid (unless Indemnitee has commenced
legal proceedings in court of competent Jurisdiction to secure a determination
that Indemnitee should be indemnified under applicable law, in which event
Indemnitee shall not be required to so reimburse the Company until a final
judicial determine requiring such reimbursement is made with respectthereto as
to which all rights of appeal therefrom have been exhausted or lapsed) and the
Company shall not be obligated to be so indemnified or entitle to such expense
advances under applicable law).
2) If there has not been a Change in Control of the Company (as hereinafter
defined), the Reviewing Party shall be (1) quorum of the Board of Directors
consisting of directors who we not parties to the action, suit or proceeding
acting by majority vote, or, (2) if such a quorum is not obtainable, or, even if
<PAGE>
obtainable, a quorum of disinterested directors so directs, independent legal
counsel by the use of a written opinion or (3) the stockholders. If there has
been a Change in Control of the Company, the Reviewing Party shall be the
special, independent counsel referred to in Section 4 hereof.
3) If Indemnitee has not been indemnified by the expiration of period or
received expense advances or if the Reviewing Indemnitee would not be permitted
to be indemnified or be entitled to receive advances within two days of the
request therefore in whole or in law, Indemnitee shall have the right to
commence litigation seeking from the Court a finding that Indemnitee is entitled
to indemnification and expense advances or enforcement of Indemnitee's
entitlement to indemnification and expense advances or challenging any
documentation by the Reviewing Party or any aspect thereof that Indemnitee is
not entitled to be entitlement to indemnification and expense advance or
challenging any determination by the Reviewing Party of any aspect thereof that
Indemnitee is not entitled to be indemnified or receive expense advances and the
burden of proving that indemnification or advancement of expenses is not
appropriate shall be on the Company, any determination by the Reviewing Party in
favor of Indemnitee shall be conclusive and binding on the Company, unless facts
supplied by Indemnitee which form the basis for the determination are
subsequently determined to have been materially incorrect at the time supplied.
Indemnitee agrees to bring any such litigation in any court in the State of
Nevada having subject matter jurisdiction thereof and in which venue is proper,
and the Company hereby consent to service of process and to appear in any such
proceedings.
4) The Company agrees that if there is a Change in Control of the Company
(as hereinafter defined), then with respect to all matters thereafter arising
concerning the rights of Indemnitee to indemnity payments and expense advances
under this agreement or any other agreement or By-Laws now or hereafter in
effect relating to Claims for Indemnifiable Events, the Company shall seek legal
advice only from special, independent counsel selected by Indemnitee who a
majority of the disinterested Directors approves (which approval shall not be
unreasonably withheld), and who has not otherwise performed services for the
Company or Indemnitee is permitted to be indemnified or is entitled to expense
advances under applicable law and shall render its written opinion to the
Company and Indemnitee to such effect. The Company agrees to pay the reasonable
fees of the special, independent counsel referred to above and to fully
indemnify such counsel against any and all expenses (including attorney's fees),
claims, liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto except for willful misconduct or gross
negligence.
5) For purposes of this Agreement (a) "Change in Control of the Company*
shall be deemed to have occurred if (i) any "person" (as such term is used in
Sections 13(d)(3) and 14(d) of the Securities Exchange Act of 1934 as amended),
other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company, is or becomes the beneficial owner (as defined in
Rule l3d- 13 under said Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company's
then outstanding securities, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, ceased for any reason to
constitute a majority thereof, or (iii) the stockholders of the Company approve
a merger or consolidation of the Company with any other corporation, other than
a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of the Company of such surviving entity outstanding immediately after
such merger or consolidation or if the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets.
6) To the extent Indemnitee is successful such proceeding, the Company shall
indemnify Indemnitee against any and all expenses (including attorney's fees)
which are incurred by the Indemnitee in connection with any claim asserted or
action brought by Indemnitee for (i) indemnification or advance payment of
Expenses by the Company under this Agreement or any other agreement or Company
<PAGE>
By-Laws now or hereafter in effect relating to Claims for Indemnifiable Events
and/or (ii) recovery under any directors' and officers' liability insurance
policies maintained by the Company, regardless of whether Indemnitee ultimately
is determined to be entitle to such indemnification advance payment of Expenses
or insurance recover, as the case may be.
7) If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for sole or a portion of the Expenses, judgments,
fines, penalties and amounts paid in settlement of any Claim but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnity has been successful on the merits or otherwise in the defense of any
Claim relating in whole or I part to any Indemnifiable Event or in defense of
any issue matter therein, including dismissal without prejudice, Indemnitee
shall be indemnified against all Expenses incurred in connection therewith.
8) For purposes of this Agreement, the termination of any Claim by Judgment,
order settlement (whether with or without court approval) or conviction, or upon
a plea of nolo contendere, or its equivalent, shall not create a presumption
that Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that Indemnitee is not entitle
to indemnification or expense advance or that indemnification or expense advance
is not permitted by applicable law.
9) The Company represents that it presently has in force and effect
Directors' and Officers' liability which may be asserted against or incurred by
Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue
to serve in a capacity referred to in Section l hereof, and thereafter so long
as Indemnitee shall be subject to any possible claim or threatened, pending or
completed action suit or proceedings, whether civil, criminal, administrative or
investigative, by reason of the fact that Indemnitee served in any capacity
referred in Section I hereof, the Company shall purchase and maintain in effect
for the benefit of Indemnitee such insurance provide respects, coverage at least
comparable to that presently provided; provided, however, if, in he business
judgment of the then Board, either (a) the premium cost for such insurance is
substantially disproportionate to the amount of coverage, or (b) the coverage
provided by such insurance is so limited by exclusions that there is
insufficient benefit from such insurance, then and in that event the Company
shall not be required to maintain such insurance but shall and hereby agree to
the full extend permitted by law to hold harmless and indemnity Indemnitee to
the fullest extent permitted by law to hold harmless and indemnity Indemnitee to
the fullest extend of the coverage which would otherwise have been provided for
the benefit of Indemnitee.
10) In the event of any changes after the date of this Agreement in any
applicable law, statute, or rule which expands the right of this Company to
indemnity a person serving in a capacity referred to in Section I hereof, such
change shall be within the purview of Indemnitee's rights, and the Company's
obligations under this Agreement. In the event of any changes in any applicable
law, statute, or rule which narrow the right of the Company to indemnity a
person serving in a capacity referred to in Section I hereof, such changes, to
the extent not otherwise required by such law, statue or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder.
11) The Indemnification provided by this Agreement shall not be deemed exclusive
of any rights to which Indemnitee may be entitled under the Company's
Certificate of Incorporation, its By-laws, and agreement, any vote of
stockholders or disinterested directors, laws and regulations in effect now or
in the future, or otherwise, both as to action in Indernnitee's official
capacity and as to action in another capacity while holding such office.
12) If the indemnification provided in Section I is unavailable and may not be
paid to Indemnitee because such indemnification is not permitted by law, then in
respect of any threatened, pending or complete actions, suit or proceedings in
which the Company is jointly liable with Indemnitee (or would be if joined in
such action, suit or proceedings), the Company shall contribute to the ftill
extent permitted by law, to the amount of expenses, judgments, fines (including
excise taxes and penalties) and amounts paid in settlement actually and
reasonably incurred and paid or payable by Indemnitee in such proportion as is
appropriate to reflect (1) the relative benefits received by the Company on the
one and Indemnitee on the other hand from the transaction from which such
action, suit or proceedings arose, and (ii) the relative fault of the Company on
the one hand and of Indemnitee on the other in connection with the events which
<PAGE>
resulted in such expenses, judgments, fines or settlement amounts, as well as
any other relevant equitable considerations. The relative fault of the Company
on the one hand and of Indemnitee on the other in connection with the events
which resulted in such expenses, judgments, fines or settlement amounts as well
as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of Indemnitee on the other shall be determined by
reference to among other things, the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent the circumstances resulting
in such expenses," judgments, fines or settlement amounts. The Company agrees
that it would not be just and equitable if contribution pursuant to the
paragraph were determined by pro rata allocation or any other method of
allocation which does not take account of the foregoing equitable
considerations.
13) All obligations of the Company contained herein shall continue during the
period Indemnitee serves in a capacity referred to in Section I hereof of the
Company shall continue thereafter so long as Indernnifiable Event.
14) Promptly after receipt by Indernnitee of notice of the commencement of any
Claim relating to an Indemnifiable Event or proceeding in which Indemnitee is
made or is threatened to be made a party or a witness, Indemnitee shall notify
the Company of the Commencement of such Claim; but the omission so to notify the
Company shall not relieve the Company from any obligation it may have to
indemnity or advance expenses to Indemnitee otherwise than under this Agreement.
15) Indemnitee shall not settle any claim or action in any manner which would
impose on the Company any penalty, constraint~ or obligation to hold harmless or
indemnity Indemnitee pursuant to this Agreement without the Company's prior
written consent which consent shall not be unreasonably withheld.
16) If any Claim relating to an Indemnifiable Event, commenced against
Indemnitee is also commenced against the Company, the Company shall be entitled
to participate therein at its own expense, and, except as otherwise provided
herein below, to the extent that it may wish, the Company shall be entitled to
assume the defense thereof. After notice from the Company to Indemnitee of its
election to assume the defense of any Claim, the Company shall not be obligated
to Indemnitee under this Agreement for any legal or other expenses subsequently
incurred by Indemnitee in connection with the defense thereof other than
reasonable costs of investigation travel, and lodging expenses arising out of
Indemnitee's participation in such Claim. Indemnitee shall have the right to
employ Indemnitee's own counsel in such Claim, but the fees and expenses of such
counsel incurred after notice from the Company to Indemnitee unless (i)
otherwise authorized by the Company, (ii) Indemnitee shall have reasonable
concluded, and so notified the Company, that there may be a conflict of interest
between the Company and Indemnitee in the conduct of the defense of such Claim,
or (iii) the Company shall not in fact have employed counsel to assume the
defense of such Claim, in which case the fees and expenses of Indemnitee's
counsel shall be at the expense of the Company. 71he Company shall not be
entitled to assume the defense of any Claim brought by or on behalf of the
Company or its stockholders or as to which Indemnitee shall have made the
conclusion set forth in (ii) of this Section 14.
17) No supplement modification or amendment of this Agreement shall be binding
unless executed in writing by both of the parties hereto. No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.
18) In the event of payment under this Agreement. the Company shall be
subrogated to in extent of such payment to all of the rights of recover of
Indemnitee. Who shall execute all papers required and shall do everything tha6t
may be necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit to enforce
such rights.
19) The Company shall not be liable under this Agreement to make any payment in
connection with any claim made against Indemnitee to the extent Indemnitee has
otherwise actually received payment (under any insurance policy, By-law or
otherwise- of the amounts otherwise indemnifiable hereunder.
-------------
<PAGE>
20) This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, assigns,
including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or executors, and personal and legal representatives. This
Agreement shall continue in effect regardless of whether Indcmnitee continues to
serve as an officer or director of the Company or of any other enterprise at the
Company's request.
21) The provisions of this Agreement shall be severable in the event that any of
the provisions hereof (including any provision within a single section,
paragraph or sentence) are held by court of competent jurisdiction to be
invalid, void or otherwise unenforceable, and the remaining provisions shall
remain enforceable to the full extent permitted by law.
22) This agreement shall be governed by and construed in accordance with the
laws of the State of Nevada applicable to contract made and to be performed in
such state, but excluding any- conflicts-of-law rule or principle which might
refer such governance, construction or enforcement to the laws of another state
or country.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of
the day and year first above written.
UNICORP, INC.
BY:
TITLE:
INDEMNITEE
<PAGE>
Exhibit 3.
STOCK INCENTIVE PLAN
UNICORP, INC.
STOCK INCENTIVE PLAN
1. Purpose
The purpose of this Stock Incentive Plan (the "Plan") is to advance the
interests of Unicorp, Inc. (the "Company") and its stockholders by providing
deferred stock incentives in addition to current compensation to certain key
executives and certain directors of the Company and of its subsidiaries who
contribute significantly to the long-term performance and growth of the Company
and such subsidiaries. As used in this Plan, subsidiary includes parent of the
Company and any subsidiary of the Company within the Sections 425(e) and (f) of
the Internal Revenue Code of 1986, as amended ("Code"), respectively.
2. Administration
The Plan shall be administered by the Board of Directors of the Company (the
"Board of Directors") or a committee of the Board of Directors duly authorized
and given authority by the Board of Directors to administer the Plan (the Board
of Directors or such duly authorized committee hereinafter referred to as the
"Board"), as such is from time to time constituted.
The Board shall have all the powers vested in it by the terms of the Plan, such
powers to include exclusive authority (within the limitation described herein)
to select the employees to be granted Awards under the Plan, to determine the
PM, size and terms of the Awards to be made to each employee selected, to
determine the time when Awards will be granted, and to prescribe the form of the
Plan and the Awards granted under the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan, and to make any other determinations
which it believes necessary or advisable for the administration of the Plan. The
Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award in the Manner and to the extent the
Board deems desirable to carry it into effect. Any decision of the Board in the
administration of the Plan, as described herein, shall be final and conclusive.
The Board may act only by a majority of its members in office, except that the
members thereof may authorize any one or more of their number of any officer of
the Company to execute and deliver documents on behalf of the Board- No member
of the Board shall be liable for anything done or omitted to be done by him or
by any other member of the Board in connection with the Plan, except for his own
willful misconduct or as expressly provided by statute.
3. Participation
Subject to the provisions of the Plan, the Board shall have exclusive power to
select the directors and the officers and other key employees of the Company and
its subsidiaries participating in the Plan to be granted Awards under the Plan.
4. Awards Under the Plan
(a) Type of Awards Awards under the Plan may be of three types: (i)
----------------
"Nonqualified Stock Options" or "Incentive Stock Options", (ii) "Stock
Appreciation Rights" attached to Stock Options, or (iii) "Restricted Stock"
Stock Options are rights to purchase shares of Common Stock of the Company
having a par value of S. 10 per share (the "Common Stock"). Stock Appreciation
Rights are rights to receive, without payment to the Company, cash and/or shares
of Common Stock in lieu of the purchase of shares of Common Stock under the
Stock Option to which the Stock Appreciation Rights are subject to the terms,
conditions and restrictions specified in Paragraph 5. Restricted Stock is a
share of Common Stock which is subject to repurchase option and the other terms,
conditions and restrictions described in Paragraph 6.
(b) Maximum Number of Shares That May Be IsThere may be issued under the Plan
-----------------------------------------
(as Restricted Stock or pursuant to the exercise of Stock Options or Stock
Appreciation Rights) an aggregate of not more than 1,000,000 shares of Common
Stock subject to adjustment as provided in Paragraph 8. In addition to Common
Stock actually so issued, there shall be deemed to have been issued pursuant to
the Plan (and therefore no longer available in connection with Awards) a number
of shares equal to the aggregate of the number of shares of Common Stock under
option in respect of which Stock Appreciation Rights granted pursuant to
subparagraph 5 (g) shall have been exercised minus the number of shares of
Common Stock if any, issued upon exercise of such Stock Appreciation Rights.
Common Stock issued pursuant to the Plan may be either authorized but unissued
shares of reacquired shares, or both. If any Common Stock issued as Restricted
Stock shall be repurchased pursuant to the option described in Paragraph 6
below, or if any Common Stock issued under the Plan shall be reacquired pursuant
to restrictions imposed at the time of issuance, such shares may again be issued
under the Plan.
(C) Rights with Respect to Common Stock
----------------------------------------
(i) An employee to whom an Award of Restricted Stock has been made shall have,
after issuance to him of a certificate for the number of shares of Common Stock
awarded and prior to the expiration of the Restricted Period or the earlier
repurchase of such shares of Common Stock as herein provided, ownership of such
shares of Common Stock, including the right to vote the same and to receive
dividends thereon, subject however, to the options, restrictions and limitations
imposed thereon pursuant to the Plan.
(ii) An employee to whom an Award of Stock Option or Stock Appreciation Rights
is made (and any person succeeding to such an employee's rights pursuant to the
Plan) shall have no rights as a stockholder with respect to any shares of Common
Stock issuable pursuant to any such Stock Option or Stock Appreciation Rights
until the date of the issuance of a stock certificate to him for such shares.
Except as provided in Paragraph 8, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities or other property) for which the record date is prior to the
date such stock certificate is issued
(D) Exercise of Options and Stock Appreciation Rights: Expiration of
------------------------------------------------------------------------
Restrictions Application to Restricted Stock
------------------------------------------------
Options and Stock Appreciation Rights shall be subject to such terms and
conditions upon exercisability as the Board may determine consistent with the
provisions of this Plan. Repurchase and other restrictions applicable to
Restricted Stock shall be such as are determined in the discretion of the Board
consistent with the provisions of the Plan. The Board may determine to permit
any Option granted hereunder to be exercisable immediately upon the date of
grant or anytime thereafter. The Board may determine to permit any Stock
Appreciation Right granted hereunder to be exercisable not less than six months
after the initial award of the Option containing, or the amendment or
supplementation of any existing Option Agreement adding the Stock Appreciation
Right; provided, however that this limitation shall not apply in the event of
death or disability. The Board may determine that there shall be no restrictions
applicable to Restricted Stock awarded under the Plan.
5. Stock Options and Stock Appreciation Rights
------------------------------------------------
The Board may grant Stock Options (to which may but need not be attached Stock
Appreciation Rights as specified in subparagraph 5 (g). Each Stock Option
(referred to herein as an "Option") granted under the Plan shall be evidenced by
an instrument in such form as the Board shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions (and with such other terms and conditions, including but not limited
to restrictions upon the Option or the shares of Common Stock issuable upon
exercise thereof, as the Board, in its discretion, shall establish):
(a) The Option price shall be determined by the Board at the time the Option
is granted and shall not be
less than the par value of such shares of Common Stock.
(b) The Board will determine the number of shares of Common Stock to be subject
to each Option. The number of shares of Common Stock subject to an outstanding
Option will be reduced on a share for share basis to the extent that shares of
the Common Stock under such Option are used to calculate the cash and/or shares
of Common Stock received pursuant to exercise of a Stock Appreciation Right
attached to such Option.
(c) The Option shall not be transferable by the optionee otherwise than will
or the laws of descent and
distribution, and shall be exercisable during his lifetime only to him.
(d) The Board will determine the conditions and terms governing the exercise
of granted Options;
provided, however that no Option shall be exercisable:
(i) after the expiration of ten years from the date it is granted and may be
exercised during the period
prior to its expiration only at such time or times as the Board may
establish;
(ii) unless payment in United States dollars by cash or check is made for
the shares being acquired thereby in full at the time of exercise, or at the
option of the holder of such Option, in Common Stock theretofore owned by a
share holder (or any combination of cash and Common Stock).
For purposes of determining the amount, if any, of the purchase price satisfied
by payment of Common Stock under clause (ii) above, such Common Stock shall be
valued at its fair market value on the date of exercise. Fair market value means
the fair market value of one share of Common Stock on the date in question,
which is deemed to be the mean between the highest and lowest sales prices per
share of Common Stock on any national stock exchange upon which Common Stock is
listed, or if Common Stock is not listed on any national stock exchange, the
mean between the highest closing bid and lowest closing asked prices for Common
Stock as reported by the National Association of Securities Dealers NASDAQ
System, or if not reported by such system, the mean between the closing bid and
asked prices as quoted by such quotation source as shall be designated by the
Board on that date. If there shall have been no sale on the date in question,
fair market value shall be determined by reference the last preceding date on
which such a sale or sales were so reported. Any Common Stock delivered in
satisfaction of all or a portion of the purchase price shall be appropriately
endorsed for the transfer and assigned to the Company. The Board may, in its
discretion and to the extent permitted by the laws of the State of Texas
determine to permit the holder of an Option to satisfy the purchase price of the
shares as to which an Option is exercised by delivery of the Option holder's
promissory note, such note to be subject to such terms and conditions as the
Board may determine. The Board may, in its discretion and to the extent
permitted by the laws of the State of Texas, determine to cause the Company to
lend to be holder of an Option, funds on such terms and conditions as the Board
may determine to be appropriate, sufficient for the holder of an Option to pay
the purchase price of the shares as to which an Option is to be exercised.
(e) If any person to whom an Option has been granted shall die holding an
Option which has not been fully exercised, his executors, administrators, heirs
or distributees, as the case may be, may, at any time within one year after the
date of such death (but in no event after the Option has expired or under the
provisions of subparagraph 5 (d)(i) hereon, exercise the Option with respect to
any shares as to which the decedent could have exercised the Option at the time
of his death.
(f) If the Board, in its discretion, so determines, there may be attached to
the Option a Stock Appreciation of Right which shall be subject to such terms
and conditions, not inconsistent with the Plan, as the Board shall impose,
including the following:
(i) A Stock Appreciation Right may be exercised only to the extent that the
option to which it is attached is at the time exercisable. However, if the
option to which the Stock Appreciation Right is attached is exercisable and if
the optionee is at the relevant time an officer or director of the Company who
is required to file reports pursuant to Section 16(a) of the Securities Exchange
Act of 1934, as amended ("Exchange Act") ("Covered Participant") - the Stock
Appreciation Right may, subject to the approval of the Board, be exercised,
under such terms and conditions as may be specified by the Board;
(ii) A Stock Appreciation Right shall entitle the optionee (or any person
entitled to act under the
provisions of subparagraph 5(e) hereon to surrender unexercised the Option to
which the Stock
Appreciation Right is attached (or any portion of such Option) to the Company
and to receive from the Company in exchange therefor that number of shares to
Common Stock having an aggregate value equal to (or, in the discretion of the
Board, less than) the excess of the value of one share over the option price per
share times the number of shares subject to the option, or portion thereof,
which is so surrendered. The Company shall be entitled to elect to settle its
obligation arising out of the exercise of a Stock Appreciation Right, by the
payment of cash equal to the aggregate value of the shares it would otherwise be
obligated to deliver or partly by the payment of cash and partly by the delivery
of shares of Common Stock. Any such election shall be made within 15 business
days after the receipt by the Board of written notice of the exercise of the
Stock Appreciation Right. The value of a share of Common Stock for this purpose
shall be the fair market value thereon on the last business day next preceding
the date of the election to exercise the Stock Appreciation Right;
(iii) No fractional shares shall be delivered under this subparagraph 5(f)
but in lieu thereof a cash
adjustment shall be made.
(g) The Option agreement evidencing any incentive stock option granted under
this Plan shall provide that if the optionee makes a disposition, within the
meaning of Section 425(c) of the code and the regulations promulgated
thereunder, of any share or shares of Common Stock issued to him pursuant to his
exercise of an Option granted under this Plan within the two-year period
commencing on the day after the date of the granting of such Option or within a
one-year period commencing on the day after the date of transfer of the share or
shares to him pursuant to the exercise of such Option, he shall, within ten days
of such disposition, notify the Company thereof and immediately deliver to the
Company any amount of federal income tax withholding required by law.
6. Restricted Stock
Each Award of Restricted Stock under the Plan shall be evidenced by an
instrument in such form as the Board shall prescribe from time to time in
accordance with the Plan and shall comply with the following terms and
conditions (and with such other terms and conditions as the Board, in its
discretion, shall establish):
(a) The Board shall determine the number of shares of Common Stock to be
issued to a participant pursuant to the Award.
Shares of Common Stock issued to a participant in accordance with the Award may
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of, except by will or the laws of descent and distribution, for such period as
the Board shall determine, from the date on which the Award is granted (the
"Restricted Period"). The Company will have the option to repurchase the shares
subject to the Award at such price as the Board shall have fixed, in its sole
discretion, when the Award was made, which option will be exercisable at such
times and upon the occurrence of such events as the Board shall establish when
the Award is granted or if, on or prior to the expiration of the Restricted
Period or the earlier lapse of the Option, the participant has not paid to the
Company an amount equal to any Federal, State or local income or other taxes
which the Company determines is required to be withheld in respect of such
shares. Such option shall be exercisable on such terms, in such manner and
during such period as shall be determined by the Board when the Award is made.
Certificates for shares of Common Stock issued pursuant to Restricted Stock
Awards shall bear an appropriate legend referring to the foregoing Option and
other restrictions and to the fact that the shares are partly paid. Any attempt
to dispose of any such shares of Common Stock in contravention of the foregoing
Option and other restrictions shall be null and void and without effect. If
shares of Common Stock issued pursuant to a Restricted Stock Award shall be
repurchased pursuant to the Option described above, the participant, or in the
event of his death, his personal representative, shall forthwith deliver to the
Secretary of the Company the certificates for the shares of Common Stock awarded
to the participant, accompanied by such instruments of transfer, if any, as may
reasonably be required by the Secretary of the Company. If the Option described
above is not exercised by the Company during such
Shares of Common Stock issued to a participant in accordance with the Award may
not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed
of, except by will or the laws of descent and distribution, for such period as
the Board shall determine, from the date on which the Award is granted (the
"Restricted Period"). The Company will have the option to repurchase the shares
subject to the Award at such price as the Board shall have fixed, in its sole
discretion, when the Award was made, which option will be exercisable at such
times and upon the occurrence of such events as the Board shall establish when
the Award is granted or if, on or prior to the expiration of the Restricted
Period or the earlier lapse of the Option, the participant has not paid to the
Company an amount equal to any Federal, State or local income or other taxes
which the Company determines is required to be withheld in respect of such
shares. Such option shall be exercisable on such terms, in such manner and
during such period as shall be determined by the Board when the Award is made.
Certificates for shares of Common Stock issued pursuant to Restricted Stock
Awards shall bear an appropriate legend referring to the foregoing Option and
other restrictions and to the fact that the shares are partly paid. Any attempt
to dispose of any such shares of Common Stock in contravention of the foregoing
option and other restrictions shall be null and void and without effect. If
shares of Common Stock issued pursuant to a Restricted Stock Award shall be
repurchased pursuant to the Option described above, the participant, or in ht
event of his death, his personal representative, shall forthwith deliver to the
Secretary of the Company the certificates for the shares of Common Stock awarded
to the participant, accompanied by such instruments to transfer, if any, as may
reasonably be required by the Secretary of the Company. If the Option described
above is not exercised by the Company during such period as its specified by the
Board when the Award is made, such Option and the restrictions imposed pursuant
to the first sentence of this paragraph 6(b) shall terminate and be of no
further force and effect.
7. Stock Dividends, Stock Splits, Reorganization and Certain Other
Corporation Transactions
(a) Exercise or Corporate Powers The existence of outstanding awards of Options,
----------------------------
Stock Appreciation Rights or Restricted Stock shall not affect in any way the
right or power of the Company or its stock holders to make or authorize any or
all adjustments, recapitalization, reorganization or other changes in the
Company's capital structure or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures preferred or prior preference
stocks ahead of or affecting the Company's shares of Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding whether of a similar character or otherwise.
(b) Recapitalization of the Company If, while there are Options, Stock
----------------------------------
Appreciation Rights, or Restricted Stock outstanding, the Company shall effect
any subdivision or consolidation of shares of Common Stock or other capital
readjustment, the payment of a stock dividend, stock split, combination of
shares or recapitalization or other increase or reduction in the number of
shares of Common Stock outstanding, without receiving compensation therefore in
money, services or property, then the number of shares of Common Stock available
under the Plan and the number of Options, Stock Appreciation Rights or
Restricted Stock which may thereafter be exercised shall (i) in the even of an
increase in the number of shares outstanding, be proportionately increased and
the fair market value of the Options, Stock Appreciation Rights or Restricted
Stock awarded as of the date of the award shall be proportionately reduced; and
(ii) in the event of a reduction in the number of shares outstanding, be
proportionately reduced, and the fair market value of the Options, Stock
Appreciation Rights or Restricted Stock awarded as of the date of the Award
shall be proportionately increased.
(c) Reorganization of the Company If the Company is reorganized, or merged or
------------------------------
consolidated or a party to a plan of exchange with another corporation pursuant
to which reorganization, member, consolidation, or plan of exchange stockholders
of the Company receive any shares of Common Stock, or other securities, or if
the Company shall distribute securities of another corporation to its
stockholders, each participant shall be entitled to receive in lieu of the
number of unexercised Options, Stock Appreciation Rights at the date of award,
to which such holder would have been entitled pursuant to the terms of agreement
of merger of consolidation, if immediately prior to such merger or consolidation
such holder had been the holder of record in a number of shares of Common Stock
equal to the number of the unexercised Options or Stock Appreciation Rights
previously awarded to him, and Restricted Stock shall be treated the same a
unrestricted outstanding shares of Common Stock; provided, that, anything herein
contained to the contrary notwithstanding, upon the dissolution or liquidation
of the Company or upon any merger or consolidation of the Company where it is
not the surviving corporation, each Participant shall be entitled to a benefit
as though he had become fully vested in all Options, Stock Appreciation Rights
and Restricted Stock previously awarded to him and then outstanding under this
Plan, and had terminated employment with the Company immediately prior to or
concurrently with such dissolution or liquidation or merger or consolidation.
(d) Issue of Common Stock by the Company Except as hereinabove expressly
----------------------------------------
provided, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock or any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or wan-ants to subscribe therefore, or upon any conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of, or fair market value of, any Options or Stock Appreciation
Rights then outstanding under previous awards but holders of Restricted Stock
shall be treated the same as the holders of outstanding unrestricted shares of
Common Stock.
(c) Change in Control The Board may, in its sole discretion, provide that an
-------------------
Option or Stock
Appreciation on Right shall become fully exercisable or that a share of
Restricted Stock shall be free of any
restrictions upon a Change in Control of the Company (as defined in the next
sentence). "Change in Control" of the Company shall be conclusively deemed to
have occurred if (and only if) any of the following shall have taken place (i) a
change in control is reported by the Company in response to either Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange, Act or Item I of
Form 8-K promulgated under the Exchange Act (ii) any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing forty percent or more
of the combined voting power of the Company's then outstanding securities; or
(iii) following the election or removal of directors, a majority of the Board of
Directors consists of individuals who were not members of the Board of Directors
two years before such election or removal, unless the election of each director
who was not a director at the beginning of such two-year period had been
approved in advance by directors representing at least a majority of the
directors then in office who were directors at the beginning of the two-year
period.
8. Designation of Beneficiary By Participant
A participant may name a beneficiary to receive any payment to which he may be
entitled in respect of Awards under the Plan in the event of his death, on a
form to be provided by the Board. A participant may change his beneficiary from
time to time in the same manner. If no designated beneficiary is living on the
date on which any amount becomes payable to a participants beneficiary, such
payment will be made to the participant's executors or administrators, and the
term "beneficiary" as used in the Plan shall include such person or persons.
9. Taxes
(a) The Company may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with any
Options or Stock Appreciation Rights or Restricted Stock granted under this
Plan.
(b) Notwithstanding the terms of subparagraph 9(a), any participant may pay all
or any portion of the taxes required or allowed to be withheld by the Company if
paid to him in connection with the exercise of an Option, Stock Appreciation
Right or vesting of any Award of Restricted Stock by electing to have the
Company withhold shares of Common Stock, or by delivering previously owned
shares of Common Stock, having a fair market value, determined in accordance
with subparagraph 5(d), equal to the amount required to be withheld or paid. A
Participant must take the foregoing election on or before the date that the
amount of tax to be withheld is determined ("Tax Date"). Such elections are
irrevocable and subject to disapproval by the Board. Elections by Covered
Participants are subject to the following additional restrictions: (i) such
election may not be made within six months of the grant of the Award, provided
that this limitation shall not apply in the event of death or disability, and
(ii) such election must be made either six months or more prior to the Tax Date
or in a Window Period (as defined herein). Where the Tax Date in respect of an
Award is deferred until after exercise or expiration of restrictions and the
Covered Participant elects share withholding, the full amount of shares of
Common Stock will be issued or transferred to him upon exercise of the Option or
exercise of the Stock Appreciation Right or expiration of restrictions of the
Restricted Stock, as the case may be, but Covered Participant shall be
unconditionally obligated to tender back to the Company the number of shares
necessary to discharge the Company's withholding obligation or his estimated tax
obligation on the Tax Date. As used herein, Window Period means the period
commencing on the third business day following the Company's release of a
quarterly or annual summary statement of sales and earnings and ending on the
twelfth business day following such release.
10. Miscellaneous Provisions
(a) No employee or other person shall have any claim or right to be granted an
Award under the Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in the employ of the
Company or any subsidiary.
(b) A participant's rights and interest under the Plan may not be assigned or
transferred in whole or in part either directly or by operation of law or
otherwise (except in the event of a participant's death), including but not by
way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy
or in any other manner and not such right or interest of any participant in the
Plan shall be subject to any obligation or liability of such participant.
(c) No shares of Common Stock shall be issued hereunder unless counsel for the
company shall be
satisfied that such issuance will be in compliance with applicable federal and
state securities laws.
(d) The expenses of the Plan shall be borne by the Company.
(e) The Plan shall be unfunded. The Company shall not be required to establish
any special or separate fund to make any other segregation of assets to assure
the payment of an Award under the Plan and payment of Awards shall be
subordinate to the claims of the Company's general creditors.
By accepting any Award or other benefit under the Plan, each participant and
each person claiming under or through him shall be conclusively deemed to have
indicated his acceptance and ratification of and consent to, any action taken
under the Plan by the Company, the Board or the Board.
Amendment or Discontinuance
The Plan may be amended at any time and from time to time by the Board of
Director but no amendment which increases the aggregate number of shares of
Common Stock which may be issued pursuant to the Plan shall be effective unless
and until the same is approved by the stockholders of the Company. No amendment
of the Plan shall adversely affect any right of any participant with respect to
any Award theretofore granted without such participant's written consent.
IZ Termination
This Plan shall terminate upon the earlier of the following dates or events to
occur:
(a) upon the adoption of a resolution of the Board of Directors terminating
the Plan; or
(b) ten years from the date hereof
No termination of the Plan shall alter or impair any of the rights or
obligations of any person, without his consent, under any Award theretofore
granted under the Plan.
13 Stockholder Adoption
The Plan shall be submitted to the stockholders of the Company for their
approval and adoption on or before on or before April 1, 2000. The Plan shall
not be effective and any Award made hereunder shall be void and of no effect if
the Plan is not so approval. The stockholders shall be deemed to have approved
the Plan only if it is approved by the holders of shares representing a majority
of the outstanding shares of Common Stock of the Company.
Unicorp, Inc.
<PAGE>
Exhibit 4.
AFFIDAVIT OF JOHN AVILEZ
AFFIDAVIT
---------
I do hereby declare that I am a Belize Citizen. I am an Attorney at Law. My
address is 4 Gaboruel Lane, P. O. Box 163, Belize City, Central America. I am
the beneficiary of First Madison Trust, a Belize Trust. The Certificate of
Trust is being held in safe keeping by Southern Trust Company, an Irish Trust.
/s/ John Napoleon Avilez
----------------------
John Napoleon Avelez
Sworn and subscribed before me on the 16 day of December, 1997.
Shannon Joyner, Notary Public, State of Texas, My Commission Expires 03-20-2000.
/s/ Shannon Joyner.
----------------
<PAGE>
Exhibit 5.
LETTER FROM NORMAN REYNOLDS
JACKSON WALKER LLP.
ATTORNEYS AND COUNSELORS
1100 Louisiana Street, Suite 4200
Houston, Texas 77002
(713) 752 4512
March 31,2000
Mr. Louis Mehr
Unicorp, Inc.
10555 Turtlewood Court
Suite 1406
Houston, Texas 77072-2726
Re: S-8
Dear Mr. Mehr:
You have asked whether or not I prepared and filed during 1999 any form S-8
registration statement for Unicorp, Inc. I have searched my records, and I did
not prepare any such registration statements for the period indicated.
It is possible that I may have reviewed one such registration statement at the
request of H. L. Schulle and agreed to the use of my opinion letter with respect
<PAGE>
to such registration statement. However, I do not believe that I reviewed any
other registration statement or authorized the use of my opinion letter with
respect to same.
If you have any questions, please do not hesitate to call me.
Very truly yours,
/s/ Norman T. Reynolds
<PAGE>
Exhibit 6.
CERTIFICATE FROM SECRETARY OF STATE OF NEVADA
SECRETARY OF STATE-STATE OF NEVADA
CERTIFICATE OF NON-EXISTENCE
I, DEAN HELLER, the duly elected and qualified NEVADA SECRETARY OF STATE, do
hereby certify that I am, by the laws of said STATE, the custodian of the
records relating to filings by corporations, limited-liability companies,
limited partnerships, limited-liability partnerships and business trust,
pursuant to TITLE 7 of the NEVADA REVISED STATUTES which are either presently in
a status of good standing or were in good standing for a time period subsequent
of 1976 and am the proper officer to execute this certificate.
I further certify that the records in the office of the NEVADA SECRETARY OF
STATE, at the date of this certificate, evidence no entity organized,
incorporated, registered or qualified in this state under the name of AUTO
AXZPT.COM, INC as a domestic or foreign corporation, limited partnership,
limited-liability company, or limited-liability partnership or business.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the GREAT SEAL of
STATE, at my office, in Carson City, Nevada, on March 29, 2000.
(SEAL)
/s/ Dean Heller
SECRETAY OF STATE
By /s/ Joann Larson
CERTIFICATION CLERK
<PAGE>
Exhibit 7.
CERTIFICATE FROM SECRETARY OF STATE OF TEXAS
THE STATE OF TEXAS
SECRETARY OF STATE
The undersigned, as Secretary of State of Texas, DOES HEREBY CERTIFY that a
diligent search of the active and inactive records of this office reveals no
record of a domestic or foreign corporation, limited partnership or limited
liability company on file in this office with the name AUTO AXZPT.COM, INC.
(SEAL) IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and caused to be
impressed hereon the Seal of State at my
office in Austin, Texas on April 5, 2000.
/s/ Elton Bomer
------------
ELTON BOMER
SECRETARY OF STATE
<PAGE>
Exhibit 8.
CERTIFICATE FROM SECRETARY OF STATE OF TEXAS
THE STATE OF TEXAS
SECRETARY OF STATE
I, ELTON BOMER, Secretary of State of Texas, DO HEREBY CERTIFY that I have
custody of the official records of this Secretary of State's Office and after a
diligent search, no record, or entry of record, is on file to indicate that
there are any assumed name certificates on file for the corporation known as H C
ACCEPTANCE CORPORATION, a TEXAS corporation.
IT IS FURTHER CERTIFIED that there is no record of any name changes filed with
this office.
(SEAL) IN TESTIMONY WHEREOF, I have hereunto
signed my name officially and caused to be
impressed hereon the Seal of State at my
office in Austin, Texas on April 5, 2000.
/s/ Elton Bomer
-----------------
ELTON BOMER
SECRETARY OF STATE
<PAGE>
Exhibit 9.*
BY REFERENCE
Articles of Incorporation of Texoil, Inc. on May 8, 1981 with the Secretary of
State of Nevada, described in the Registration Statement on Form S-2 of the
Registrant, effective October 13, 1981. Commission File No. 2-73389.
<PAGE>
Exhibit 10.*
BY REFERENCE
Certificate of Amendment to Articles of Incorporation of Texoil, Inc. filed on
October 10, 1989 with the Secretary of State of Nevada, described in Form
10-KSB for the year ended December 31, 1997, filed March 6, 1998. Commission
File No. 2-73389.
<PAGE>
Exhibit 11.
CERTIFICATE OF AMENDMENT TO THE REGISTRANT'S CHARTER FILED ON MARCH 06, 2000.
SECRETARY OF STATE OF NEVADA FILE NUMBER C3101-81.
CERTIFICATE OF AMENDMENT
(BEFORE PAYMENT OF ANY CAPITAL)
TO
ARTICLES OF INCORPORATION
OF
UNICORP, INC.
A Nevada Corporation
File Number 3101-1981
The Amendment below is effective upon filing of this document with the Secretary
of State
Pursuant to: NRS 78.390
FILED #C3101-81
--------
March 06, 2000
By the order of
s/sDean Heller
DEAN HELLER SECRETARY OF STATE
THE UNDERSIGNED DOES HEREBY CERTIFY THAT:
FIRST: I represent a majority of the Directors of Unicorp, Inc. a
------
Nevada Corporation, File Number 3101-1981.
SECOND: The original Articles of Incorporation were filed in the Office
-------
of The Secretary of The State of Nevada on 8 May 1981.
THIRD: As of the Date of this Certificate, no part of the Capital
------
of the Corporation has been paid.
FOURTH: The Board of Directors of Unicorp, Inc. a Nevada corporation,
-------
at a meeting duly convened and held on the 24th day of February 2000, adopted a
resolution to amend the Articles of Incorporation as follows:
The FOURTH ARTICLE is amended, in it's entirety to read:
---------------
The Corporation has the authority to issue Three Hundred Million
(300,000,000) shares of stock, with each share having a par value of one
hundredth of one cent ($.0001), in aggregate as follows:
All shares shall be fully paid and non-assessable upon receipt by the
corporation of apposite consideration, The Board of Directors has the authority
to prescribe, by resolution, voting powers, designations, preferences,
limitations, restrictions and relative rights of each class and series of stock.
CLASS "A" COMMON One Hundred Million(100,000,000) shares, with each
------------------
share having a par value of One Hundredth of One Cent($.0001). Holder of the
Class "A" Common shares have authority to elect one-third (1/3) of the Board of
Directors and shall be entitled to receive two thirds (2/3) of any cash
dividends of this corporation with the exception being any share distribution
and then the dividend shall be distributed share for share or otherwise at the
discretion of the Board of Directors. The Class "A" Common shares
Capitalization Account shall be entitled to accrue and receive two thirds (2/3)
of any earnings or two thirds (2/3) of any losses.
CLASS "B" COMMON One Hundred Million(100,000,000) shares, with each
------------------
share having a par value of One Hundredth of One Cent($.0001). Holders of the
CLASS "B" COMMON shares shall have the authority to elect two thirds(2/3) of the
Board of Directors and shall be entitled to receive one-third(1/3) of any cash
dividends of this corporation with the exception being any share distribution
and then the dividend shall be distributed share for share or otherwise at the
discretion of the Board of Directors. The CLASS "B" COMMON shares
capitalization account shall be entitled to accrue and receive one third(1/3) of
any earnings or one third(1/3) of any losses.
PREFERRED CLASS One Hundred Million(100,000,000) shares with each share
---------------
having a par value of One Hundredth of One Cent($.0001). The Board of Directors
is authorized, without action by the holders of either class of Common Stock, to
provide for the issuance of Preferred shares in one or more series, to establish
the number of shares in each series and to fix the value, conversion privileges,
dividend rates, redemption rights, sinking fund provisions and liquidation
rights which shall be superior to any class of the Common Stock.
<PAGE>
/s/ Don Harmer
----------------
DON HARMER
Dated this Monday, March 06, 2000
STATE OF NEVADA
CARSON CITY
On this 6th day of March, 2000 personally appeared before me, a notary
public, Don Harmer, who acknowledged that they executed the above instrument.
/s/ Sandra Mendez
- -------------------
NOTARY PUBLIC
SANDRA F. MENDEZ
NOTARY PUBLIC-NEVADA
APPT. RECORDED IN CARSON CITY
MY APPT. EXP. OCT. 19, 2003
NO. 99-125143
<PAGE>
Exhibit 12.*
BY REFERENCE
Bylaws, as Amended January 20, 1998, described in Form 10-KSB for the year ended
December, 31, 1997, filed March 6, 1998. Commission File No. 2-73389.
<PAGE>
Exhibit 13.
LETTER TO DUANE ROBERTS
UNICORP, INC.
10555 Turtlewood Court, 1406
Houston, Texas 77072
(281) 933 4874
April 3, 2000
Charis Industries
4733 Windingcreek
Grand Prairie, Texas 75052
Dear Mr. Roberts:
Would you please give the Board of Directors of Unicorp, Inc. in detail the
work that you performed for Unicorp, Inc. regarding the 100,000 shares that you
received pursuant that certain S-8 registration statement dated March 1, 1999.
Sincerely yours,
Louis Mehr
President
cc: file
Certified Mail-Return Receipt Request
Z 278 933 499
<PAGE>
Exhibit 14.
LETTER TO STEPHEN CHU
UNICORP, INC.
10555 Turtlewood Court, 1406
Houston, Texas 77072
(281) 933 4874
April 3, 2000
Capital Asset Management
5238 Palmal Ave.
Temple City, CA 91780
Dear Mr. Chu:
Would you please give the Board of Directors of Unicorp, Inc. in detail the
work that you performed for Unicorp, Inc. regarding the 50,000 shares that you
received pursuant that certain S-8 registration statement dated March 1, 1999.
Sincerely yours,
Louis Mehr
President
cc: file
Certified Mail-Return Receipt Requested
Z 278 933 498
Exhibit 15.
LETTER TO MONICA WEST
<PAGE>
UNICORP, INC.
Houston, Texas 77072
10555 Turtlewood Court, 1406
(281) 933 4874
April 3, 2000
Andante Investments Inc.
600 Travis, Suite 6500
Houston, Texas 77098
Dear Ms. West:
Would you please give the Board of Directors of Unicorp, Inc. in detail the
work that you performed for Unicorp, Inc. regarding the 5,000 shares that you
received pursuant that certain S-8 registration statement dated March 1, 1999.
Sincerely yours,
Louis Mehr
President
cc: file
Z 278 933 497
cc: file
Certified Mail-Return Receipt Requested
Z 27
<PAGE>
Exhibit 16.
LETTER TO HENRY A. SCHULLE
UNICORP, INC.
10555 Turtlewood Court, 1406
Houston, Texas 77072
(281) 933 4874
April 3, 2000
Henry A. Schulle
192166 Metric Bld. #133
Austin, Texas 78758
Dear Mr. Schulle:
Would you please give the Board of Directors of Unicorp, Inc. in detail the
work that you performed for Unicorp, Inc. regarding the 30,000 shares that you
received pursuant that certain S-8 registration statement dated March 1, 1999.
Sincerely yours,
Louis Mehr
President
cc: file
Z 278 933 496
cc: file
Certified Mail-Return Receipt Requested
Z 278 933 498
<PAGE>
Exhibit 17.*
BY REFERENCE
Agreement of The Purchase and Sale of Assets reported on Form 8-K dated April,
9, 1998.
<PAGE>
Exhibit 18.
ASSIGNMENT
ASSIGNMENT PAGE 2 OF 2 BK 3555 PG 776
FEE # 3021958 MARCH 17, 1998
THE STATE OF ARIZONA
KNOW ALL MEN BY THESE PRESENTS
COUNTY OF YAVAPAI
That the undersigned, Equitable Assets Incorporated, in consideration of
$200,000.00 (Two Hundred Thousand Dollars) in cash and other good and valuable
consideration has ASSIGNED, TRANSFERRED and CONVEYED and by these presents, does
ASSIGN, TRANSFER and CONVEY unto
UNICORP, INC.
600 Travis, Suite 6500
Houston, TX 77002
58,285.71 tons of paid up zeolite mineral inventory from the Northwest Quarter
of Ryholite Claim # 12 located in Yavapai County, Arizona, Section 20, T8N, R4W,
San Powel Peak Quad. (Book 3262 Page 823 of the Official records, Instrument No.
9647141)
Assignor warrants that it is the lawful in every respect of the Asset and that
the Asset is free and clear of all liens, security agreements, encumbrances,
claims, demands and charges of every kind whatsoever.
Assignor do hereby bind itself and its successor and assigns to forever warrant
and defend the title to the Asset unto Assignee, its successor and assigns,
against the lawful claim or claims of any and all persons whomever.
EFFECTIVE as of the 1st day of March, 1998.
Equitable Assets Incorporated
35 Barrack Road, Third Floor
Belize City, Belize
By:/s/ R. F. Bearden
--------------------
Ronald F. Bearden, Chairman of the
Board
County of Harris
State of Texas
<PAGE>
Sworn and Subscribed to before me, the undersigned authority, on this the 1st
day of March, 1998.
NOTARY PUBLIC in and for the
STATE OF TEXAS
By:/s/ Greg Newman
------------
(SEAL)
Agreed and Accepted:
By: /s/ L. Mychal Jefferson II
-------------------------
<PAGE>
Exhibit 19.
RECEIPT OF AZ CAPITAL, INC. SHARES
UNICORP, INC.
RECEIPT
- -------
Received this 30th day of July, 1998, the following from Russell A. Naisbitt:
AZ CAPITAL, INC. Certificate # 1 871,000 Class A COMMON STOCK
AZ CAPITAL, INC. Certificate # 1 871,000 Class B COMMON STOCK
The shares will be forwarded to our counsel, Chan-Warner, P. C., for an estimate
of the
Cost to have the dividends issued, pursuant to Form 8-K dated March 1, 1998.
Sincerely,
s/sL. Mychal Jefferson, II
President
<PAGE>
Exhibit 20.
JUDGMENT FROM COURT IN FAVOR OF EAI
CRT - 190 CASE - 199842500 *
EQUITABLE ASSETS INCORPORATED
VS
UNICORP INC
BE ADVISED ON 05/25/1999 THE
FOLLOWING ACTIVITY OCCURRED. LARRY D. HARVEY
DEFAULT JUDGMENT SIGNED 14505 TORREY CHASE 101
HOUSTON TX 770114
FOR - EQUITABLE ASSETS INCORP
AGAINST - UNICORP INC.
CHARLES BACARISSE
DISTRICT CLERK, HARRIS COUNTY
<PAGE>
Exhibit 21.
Answer to Norman Reynolds letter.
UNICORP, INC.
10555 Turtlewood Court, 1406
Houston, Texas 77072
(281) 933 4874
April 10, 2000
Mr. Norman Reynolds
Attorney-at-Law
Jackson Walker LLP.
1100 Louisiana Street
Suite 4200
Houston, Texas 77002
Dear Mr. Reynolds:
Thank you for your letter dated March 31, 2000. Forgive me for not responding
sooner, but as you may know, we have an absolute mess on our hands.
Since you are not sure whether you prepared the letter of opinion regarding the
Unicorp, Inc. S-8
Filing on March 1, 1999, and since no such signed copy of the letter exist, then
we are going to treat the matter as fraud until proved differently. We are
demanding that previous management provide us with the original.
Very sincerely,
Louis Mehr
President
cc: file
Certified Mail-Return Receipt Requested
- ------------------------------------------
Z 278 933 493
<PAGE>
Exhibit 22.
Letter to Tim Wright
UNICORP, INC.
10555 Turtlewood Court, 1406
Houston, Texas 77072
(281) 933 4874
April 10, 2000
Mr. Tim Wright
600 Travis, Suite 6500
Houston, Texas 77002
Dear Mr. Wright:
Would you please give the Board of Directors of Unicorp, Inc. in detail the
work that you performed for Unicorp, Inc. regarding the 25,000 shares that you
received pursuant that certain S-8 registration statement dated April 5, 1998.
Also, would it be possible for you to secure the signed Attorney Opinion Letter
prepared by Mr. Norman Reynolds regarding the registration statement. Mr.
Reynolds does not believe he prepared such opinion.
Sincerely yours,
Louis Mehr
President
cc: file
Certified Mail-Return Receipt Request
Z 278 933 492
<PAGE>
