TERMINATION, SETTLEMENT AND RELEASE AGREEMENT

This Termination, Settlement and Release Agreement (the “Termination Agreement”) is made this 15 ^th day of February, 2007 (“Effective Date”), by and between Unicorp Inc., a Nevada corporation (the “Company”), and Art Ley (“Ley”).

WHEREAS , Ley is engaged as the Executive Vice President of Exploration and the Chief Strategy Officer under the Employment Agreement between Ley and the Company dated January 25,   2007 (the “Employment Agreement”);

WHEREAS , the Company and Ley desire to terminate the Employment Agreement;

WHEREAS , Ley agrees to settle any claims that he may have with the Company and release the Company from any liability he may claim;

WHEREAS , the Company agrees to settle any claims it may have with Ley and release Ley from any liability the Company may claim; and

WHEREAS , upon the Effective Date, Ley agrees to resign from his positions as Executive Vice President of Exploration and the Chief Strategy Officer;

NOW, THEREFORE , in consideration of the execution, delivery and performance of this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the Company and Ley hereby agree as follows:

1.    Capitalized Terms . Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Employment Agreement.

2.    Continued Obligations, Termination, Resignation and Payment .

   Termination of Employment Agreement . As of the Effective Date, the parties hereby terminate the Employment Agreement and the Company hereby releases Ley from any and all further obligations arising under the Employment Agreement; including the Non-Compete, but Ley is still bound by Revealing of Trade Secrets provisions and any other provision that by its terms survive the expiration of the Employment Agreement.

   Resignation . Ley hereby resigns his position as Executive Vice President of Exploration and the Chief Strategy Officer effective as of the Effective Date.

   Cancellation of Options . Ley acknowledges and agrees that as of the Effective Date only 200,000 of his stock options are vested, and that all unvested options are hereby terminated. The Company and Ley agree to cancel an option to purchase 100,000 shares of Company common stock at a purchase price of .05 and which vested on February 2, 2007. Ley acknowledges that he has 90 days from the Effective Date to exercise his 100,000 remaining options.

3.    Consulting Agreement . Ley and the Company agree to enter into a consulting agreement for a period of 5 months at a monthly rate of $16,000.00. The consulting agreement attached shall specify the terms thereof.

4.    Waiver and Release .

   Waiver and Release by Ley . Ley hereby waives any and all claims, charges, complaints, liabilities, obligations, promises, agreements, contracts, damages, actions, causes of action, suits, accrued benefits or other liabilities of any kind or character, whether known or hereafter discovered (the “Claims”), arising in connection with or otherwise relating to the Employment Agreement, his relationship with the Company and his termination therefrom or his resignation as Executive Vice President of Exploration and the Chief Strategy Officer, that he has or may have against the Company, and its officers, directors, shareholders, agents and employees and its successors and assigns, and all other persons, firms, partnerships, or corporations in control of, under the direction of, or in any way presently or formerly associated with the Company (the “Released Parties”) of any kind whatsoever, including, but not limited to, allegations of wrongful termination, breach of contract (other than in connection with this Termination Agreement), intentional infliction of emotional distress, negligent infliction of emotional distress, defamation, invasion of privacy, any action in tort or contract (including any action under the Company’s charter documents), any claims arising under and/or for any alleged violation of any federal, state, or local law (including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981 et seq., the Equal Pay Act, 29 U.S.C. § 206; the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) 29 U.S.C. § 1001 et seq. (non-vested rights only), the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., the Age Discrimination Employment Act of 1967, as amended (“ADEA”), 29 U.S.C. § 621 et seq., the Fair Labor Standards Act, as amended, 29 U.S.C. § 201