SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------

FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

COMMISSION FILE NUMBER: 33-18778

POTENCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


     NEVADA                                99-0259454
STATE OR OTHER JURISDICTION OF          I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)       IDENTIFICATION NO.)

3730 KIRBY, SUITE 1200                         77098
HOUSTON, TEXAS                              (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

NOT APPLICABLE
(FULL TITLE OF PLAN)

L. MYCHAL JEFFERSON II, 3730 KIRBY, SUITE 1200, HOUSTON, TEXAS 77098
(NAME AND ADDRESS OF AGENT FOR SERVICE)

TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (281) 587-4645

CALCULATION OF REGISTRATION FEE

================================================================================
=====   TITLE OF EACH          PROPOSED MAXIMUM     PROPOSED MAXIMUM
AGGREGATE OFFERING     REGISTRATION
CLASS OF SECURITIESAMOUNT OFOFFERING PRICEPRICEFEE (1)
     SHARESPER SHARE
--------------------------------------------------------------------------------
---------------------------------------
COMMON STOCK, PAR
VALUE $0.001 PER SHARE. 2,998,350$ .02$ 59,967.00$17.69
--------------------------------------------------------------------------------
---------------------------------------
TOTAL............       2,998,350$ .02$ 59,967.00$17.69
================================================================================
======
(1) The registration fee applies to all of the shares of the Common Stock to
be issued as a result of this Registration Statement.



================================================================================






PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

         (a) The Registrant's latest annual report.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Registrant's latest annual report.

         (c) The description of the class of securities to be registered by
this Registration Statement, which are registered under Section 12 of the
Securities Act of 1934, and which were more fully described in (i) the
Articles of Incorporation of Potenco, Inc., a Nevada corporation, filed on
September 25, 1987 with the Secretary of State of Nevada. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
a part thereof from the date of filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The directors and officers of the Registrant shall be indemnified by
the Registrant against all costs, losses, expenses and liabilities incurred by
any such director or officer in the course of the Registrant's business
according to the Registrant's Articles of Incorporation. In addition, all
directors and officers are covered by a director's indemnification agreement.

         The foregoing discussion of the Registrant's Articles of
Incorporation is not intended to be exhaustive and is qualified in its
entirety by such document.


ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as part
of this Registration Statement. The exhibits indicated by an asterisk (*) are
incorporated by reference.

         EXHIBIT
         NUMBER                       DESCRIPTION OF EXHIBIT
         -------                      ----------------------

           3(a)*       Articles of Incorporation of Potenco, Inc. filed on
September 25,
                       1987, with the Secretary of State of Nevada, described
in
                       the Registration Statement on Form S-18 of the
Registrant,
                       effective May 23, 1988. Commission File No. 33-18778
 .           5           Opinion of Bruce F. Fein, Esq.

          24           Powers of Attorney

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sales
are being made, a post-effective amendment to this Registration Statement:

                  (i) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.






                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Houston, Texas, on January 31, 2000


                                         POTENCO, INC.



                                         By  /s/ L. Mychal Jefferson II

------------------------------------
                                             L. Mychal Jefferson II, President


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

             SIGNATURE
TITLE                                  DATE
             ---------
-----                                  ----

  /s/  L. Mychal Jefferson II         Chief Executive Officer, President,
January 31, 2000
-----------------------------------   Chief Financial Officer, and Director
       L. Mychal Jefferson II


  /s/  Philip Cohen*                Director, Treasurer
January 31, 2000
-----------------------------------
       Philip Cohen


  /s/  Monica W. Jefferson*           Director, Secretary
January 31,2000
-----------------------------------
       Monica W. Jefferson


*By  L. Mychal Jefferson II
-----------------------------------
     L. Mychal Jefferson II,
     Attorney-in-Fact










                                  POTENCO, INC.
                DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS
                  PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
                               FILED January 31, 2000
             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                   SECURITIES THAT HAVE BEEN REGISTERED UNDER
                           THE SECURITIES ACT OF 1933

         In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Potenco, Inc. (the "Company") with the
Securities and Exchange Commission on January 31, 2000, the following shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933:

         1.       General Plan Information.

                  (a) The following letter agreements (the "Letter
Agreements") between the Company and United Benefit, Inc., Tim Rice, Demera
Advisors Ltd., Andrew Ranger, Primex Capital, Ranger Capital, East West Group,
Maverick Fund, Ltd.
L. Mychal Jefferson II, Philip Cohen, Monica Jefferson, and Ulysses
Herrington. (the "Participants") with respect to the payment of fees and
expenses and the shares of the Company's common stock, par value $0.01 per
share (the "Securities"), and the price per share at which the Securities are
to be issued to the Participants in payment of their fees and expenses and
expenses are more fully described in Exhibits "A" "B", "C",
"D","E","F","H","I","J","K", and "L" attached hereto and incorporated herein
by reference for all purposes:

                                       Fees and      Price per     Number of
Name                                   Expenses        Share        Shares
----                                   --------        -----        ------
United Benefit, Inc.                $  9,765.00      $ .02      488,250
Tim Rice                    $ 10,301.00      $ .02      515,050
Demera Advisors Ltd.                $  8,000.00      $ .02      400,000
Andrew Ranger                    $  6,530.00      $ .02      326,500
Primex Capital                    $  2,000.00      $ .02      100,000
Ranger Capital                    $  3,574.00      $ .02      178,700
East West Group               $  9,455.00      $ .02      472,750
Maverick Fund, Ltd.               $  6,642.00      $ .02      332,100
L. Mychal Jefferson II               $  2,000.00      $ .02      100,000
Philip Cohen                    $    800.00      $ .02       40,000
Monica Jefferson               $    800.00      $ .02       40,000
Ulysses Herrington               $    100.00      $ .02        5,000
                                        -----------                 -------
                                     $ 59,967.00      $ .02    2,998,350
                                        ===========                 =======

                  (b) The Letter Agreements described herein constitute an
employee benefit plan as described in Rule 405 promulgated under the
Securities Act of 1933 (the "Plan"). The Securities will be offered pursuant
to the Plan.

                  (c) The general nature and purpose of the Plan is to allow
for the payment of fees and expenses due and owing by the Company to the
Participants in the form of the Company's registered Securities. The Plan will
terminate as soon after October 31, 2000 as the Securities called for in the
Plan have been issued to the Participants, which date will not exceed December
31, 2000. It is not contemplated that the Plan will be subject to modification
or extension.

                  (d) The Plan does not have any administrators. However, the
Participants may contact the Company at the address or telephone number
described in Paragraph 11 below to obtain additional information about the
Plan.

                  (e) The Plan is not subject to the Employee Retirement
Income Security Act of 1974. The Participants is a consultant or adviser who
has provided provide bona fide services to the Company, none of such services
being in connection with the offer or sale of Securities of the Company in a
capital-raising transaction.

         2. Securities to be Offered. The Securities to be offered pursuant to
the Plan are shares of the Company's common stock, par value $0.01 per share.
The common stock of the Company has been registered under Section 12 of the
Securities Exchange Act of 1934.

         3. Employees Who May Participate in the Plan. Only the Participants
described above may participate in the Plan.

         4. Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.

                  (a) The Participants may participate in the Plan only for so
long as it takes to file the Registration Statement and issue the Securities
to the Participants as called for herein. Thereafter, the Participants shall
have no further interest in the Plan. The only Securities to be purchased by
the Participants are described herein or in the Participants' Letter
Agreements. The purchase price per share of the Company's Securities for the
Participants is as set forth above.

                  (b) Payment for the Securities to be purchased by of the
Participants pursuant to the Plan will be the extinguishment of any further
liability by the Company to the Participants with respect to the obligations
described herein.

                  (c) There will be no reports delivered to the Participants
as to the amounts and status of their accounts.

                  (d) The Securities will be issued to the Participants, who
may sell the Securities in the open market. The Company will receive no fees
or other compensation for the Securities other than the extinguishment of the
debts to the Participants as described herein.

         5. Resale Restrictions. There will be no restrictions on the resale
of the Securities by the Participants.

         6. Tax Effects of Plan Participation. The receipt of the Securities
by the Participants will be the receipt of ordinary income since the
Securities will have been received by the Participants in exchange for
services. Consequently, the Participants will be taxed currently for the value
of the Securities pursuant to Section 61 of the Internal Revenue Code of 1986,
as amended.

         7. Investment of Funds. There is no provision under the Plan whereby
the Participants may direct the investment of all or any part of the assets
under the Plan.

         8. Withdrawal From the Plan; Assignment of Interest. The Participants
will not be able to withdraw from, terminate, or assign their interests in the
Plan.

         9. Forfeitures and Penalties. There is no event which could, under
the Plan, result in a forfeiture by, or a penalty to, the Participants.
         10. Charges and Deductions, and Liens Therefor. There are no charges
and deductions that may be made against the Participants, the Securities, or
assets of the Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.

         11. Information Contained in the Registration Statement. The Company
shall furnish to the Participants, without charge, upon written or oral
request, the documents incorporated by reference in Item 3 of Part II of the
Registration Statement, all of such documents being incorporated by reference
in this Section 10(a) Prospectus. The Company shall also furnish to the
Participants, without charge, upon written or oral request, any other
documents required to be delivered to employees of the Company pursuant to
Rule 428(b) promulgated under the Securities Act of 1933. Any such request
should be directed to the Company at 3730 Kirby Drive Suite 1200, Houston,
Texas 77098, telephone (281) 587-4645, and telecopier (713) 334-1226

         12. Information Currently Furnished. The Participants have been
furnished with a copy of the Company's Form 10-KSB for the fiscal year ended
December 31, 1998.

         13. Information to be Furnished in the Future. The Company shall
deliver to the Participants copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such
material shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.



Attachments:

Exhibit  "A"   -The Letter Agreement for United Benefit, Inc.
Exhibit  "B"   -The Letter Agreement for Tim Rice
Exhibit  "C"   -The Letter Agreement for Demera Advisors Ltd.
Exhibit  "D"   -The Letter Agreement for Andrew Ranger
Exhibit  "E"   -The Letter Agreement for Primex Capital
Exhibit  "F"   -The Letter Agreement for Ranger Capital
Exhibit  "G"   -The Letter Agreement for East West Group
Exhibit  "H"   -The Letter Agreement for Maverick Fund, Ltd.
Exhibit  "I"   -The Letter Agreement for L. Mychal Jefferson II
Exhibit  "J"   -The Letter Agreement for Philip Cohen
Exhibit  "K"   -The Letter Agreement for Monica Jefferson
Exhibit  "L"   -The Letter Agreement for Ulysses Herrington


















United Benefit, Inc.
3930 Howard Hughes Parkway
Las Vegas, NV

December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes United Benefit, Inc., at
least $ 9,765.00 for consulting services rendered and incurred through
December 31, 1999. In payment thereof, United Benefit, Inc., agrees to accept
freely trading stock in Unicorp, Inc., worth $ 9,765.00. Potenco, Inc., will
cause to be prepared and will file the required S-8 to accomplish the issuance
of the stock worth $ 9,765.00 Said stock will be issued to United Benefit,
Inc., as soon as possible after the filing of the Form S-8. In that regard,
the stock to be issued to United Benefit, Inc., will be valued at $ .02 per
share.

                                        Very truly yours,

                                        United Benefit, Inc.


                                        By: /s/ Steve Chu





Tim Rice
2620 Rose Hill Dr.
League City, Texas 77573

December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Tim Rice, at least $
10,301.00   for consulting services rendered and incurred through December 31,
1999. In payment thereof, Tim Rice agrees to accept freely trading stock in
Unicorp, Inc., worth $ 10,301.00. Potenco, Inc., will cause to be prepared and
will file the required S-8 to accomplish the issuance of the stock worth
$10,301.00. Said stock will be issued to Tim Rice, as soon as possible after
the filing of the Form S-8. In that regard, the stock to be issued to Tim Rice
will be valued at $ .02 per share.

                                        Very truly yours,

                                        Tim Rice


                                        By: /s/ Tim Rice


-------------------------------------





Demera Advisors Ltd
1 Stockbridge Place
44 The Ridgeway
Enfield, Middlesex UK
December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Demera Advisors Ltd., at
least $ 8,000 for consulting services rendered and incurred through December
31, 1999. In payment thereof, Demera Advisors Ltd agrees to accept freely
trading stock in Unicorp, Inc., worth $ 8,000. Potenco, Inc., will cause to be
prepared and will file the required S-8 to accomplish the issuance of the
stock worth $ 8,000. Said stock will be issued to Demera Advisors Ltd, as soon
as possible after the filing of the Form S-8. In that regard, the stock to be
issued to Demera Advisors Ltd will be valued at $ .02 per share.

                                        Very truly yours,

                                        Demera Advisors Ltd.


                                        By: /s/ Andrew Ranger

-------------------------------------





Andrew Ranger
6 Rockingham Place
Shepherd Lane
Beaconsfield, UK
December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Andrew Ranger, at least $
6,530.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, Andrew Ranger agrees to accept freely trading stock
in Unicorp, Inc., worth $ 6,530.00. Potenco, Inc., will cause to be prepared
and will file the required S-8 to accomplish the issuance of the stock worth $
6,530.00. Said stock will be issued to Andrew Ranger, as soon as possible
after the filing of the Form S-8. In that regard, the stock to be issued to
Andrew Ranger will be valued at $ .02 per share.

                                        Very truly yours,

                                        Andrew Ranger


                                        By: /s/ Andrew Ranger

-------------------------------------


Primex Capital
4617 Montrose Blvd. C215
Houston, Texas 77006
December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Primex Capital, at least $
2000.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, Primex Capital agrees to accept freely trading stock
in Unicorp, Inc., worth $ 2,000.00 Potenco, Inc., will cause to be prepared
and will file the required S-8 to accomplish the issuance of the stock worth $
2,000.00. Said stock will be issued to Primex Capital, as soon as possible
after the filing of the Form S-8. In that regard, the stock to be issued to
Primex Capital will be valued at $ .02 per share.
                                        Very truly yours,

                                        Primex Capital


                                        By: /s/ Mark Rice

-------------------------------------


Ranger Capital
MIB East Bay Street
Nassau, Bahamas
December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Ranger Capital, at least $
3,574.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, Ranger Capital agrees to accept freely trading stock
in Unicorp, Inc., worth $ 3,574.00. Potenco, Inc., will cause to be prepared
and will file the required S-8 to accomplish the issuance of the stock worth $
3,574.00. Said stock will be issued to Ranger Capital, as soon as possible
after the filing of the Form S-8. In that regard, the stock to be issued to
Ranger Capital will be valued at $ .02 per share.

                                        Very truly yours,

                                        Ranger Capital


                                        By: /s/ Mike Clark

-------------------------------------


East West Group
MIB East Bay Street
Nassau, Bahamas
December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes East West Group, at least $
9,455.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, East West Group Ltd agrees to accept freely trading st
ock in Unicorp, Inc., worth $ 9,455.00. Potenco, Inc., will cause to be
prepared and will file the required S-8 to accomplish the issuance of the
stock worth $ 9,455.00. Said stock will be issued to East West Group, as soon
as possible after the filing of the Form S-8. In that regard, the stock to be
issued to East West Group will be valued at $ .02 per share.

                                        Very truly yours,

                                        East West Group


                                        By: /s/ Gaye Knowles

-------------------------------------


Maverick Fund, Ltd.
MIB East Bay Street
Nassau, Bahamas
December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Maverick Fund, Ltd., at least
$ 6,642.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, Maverick Fund, Ltd. agrees to accept freely trading
stock in Unicorp, Inc., worth $ 6,642.00. Potenco, Inc., will cause to be
prepared and will file the required S-8 to accomplish the issuance of the
stock worth $ 6,642.00. Said stock will be issued to Maverick Fund, Ltd., as
soon as possible after the filing of the Form S-8. In that regard, the stock
to be issued to Maverick Fund, Ltd. will be valued at $ .02 per share.

                                        Very truly yours,

                                        Maverick Fund, Ltd.


                                        By: /s/ Gaye Knowles

-------------------------------------



L. Mychal Jefferson II
3730 Kirby Ste. 1200
Houston, Texas 77098
December 31, 1999


Board of Directors
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Sirs:

         At the present time, Potenco, Inc. owes L. Mychal Jefferson II, at
least $ 2,000 for consulting services and Board compensation rendered and
incurred through December 31, 1999. In payment thereof, L. Mychal Jefferson II
agrees to accept freely trading stock in Potenco, Inc., worth $ 2,000.
Potenco, Inc., will cause to be prepared and will file the required S-8 to
accomplish the issuance of the stock worth $ 2,000. Said stock will be issued
to L. Mychal Jefferson II, as soon as possible after the filing of the Form
S-8. In that regard, the stock to be issued to L. Mychal Jefferson II Ltd will
be valued at $ .02 per share.

                                        Very truly yours,

                                        L. Mychal Jefferson II


                                        By: /s/ L. Mychal Jefferson II

-------------------------------------


Philip Cohen
3730 Kirby Ste. 1200
Houston, Texas 77098
December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Philip Cohen, at least $ 800
for consulting services rendered and incurred through December 31, 1999. In
payment thereof, Philip Cohen agrees to accept freely trading stock in
Potenco, Inc., worth $ 800. Potenco, Inc., will cause to be prepared and will
file the required S-8 to accomplish the issuance of the stock worth $ 800.
Said stock will be issued to Philip Cohen, as soon as possible after the
filing of the Form S-8. In that regard, the stock to be issued to Philip Cohen
will be valued at $ .02 per share.
                                        Very truly yours,

                                        Philip Cohen

                                        By: /s/ Philip Cohen
                                           -------------------------------------



Monica Jefferson
3730 Kirby Ste. 1200
Houston, Texas 77098
December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Monica Jefferson, at least $
800 for consulting services rendered and incurred through December 31, 1999.
In payment thereof, Monica Jefferson agrees to accept freely trading stock in
Unicorp, Inc., worth $ 800. Potenco, Inc., will cause to be prepared and will
file the required S-8 to accomplish the issuance of the stock worth $ 800.
Said stock will be issued to Monica Jefferson, as soon as possible after the
filing of the Form S-8. In that regard, the stock to be issued to Monica
Jefferson will be valued at $ .02 per share.

                                        Very truly yours,

                                        Monica Jefferson


                                        By: /s/ Monica Jefferson

-------------------------------------


Ulysses Herrington
3730 Kirby Ste. 1200
Houston, Texas 77098


December 31, 1999


Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement
Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Ulysses Herrington, at least
$ 100 for consulting services rendered and incurred through December 31, 1999.
In payment thereof, Ulysses Herrington agrees to accept freely trading stock
in Potenco, Inc., worth $ 100. Potenco, Inc., will cause to be prepared and
will file the required S-8 to accomplish the issuance of the stock worth $
100. Said stock will be issued to Ulysses Herrington, as soon as possible
after the filing of the Form S-8. In that regard, the stock to be issued to
Ulysses Herrington will be valued at $ .02 per share.

                                        Very truly yours,

                                        Ulysses Herrington


                                        By: /s/ Ulysses Herrington

-------------------------------------






                               INDEX TO EXHIBITS

         EXHIBIT
         NUMBER                       DESCRIPTION OF EXHIBIT
         -------                      ----------------------

           3(a)*       Articles of Incorporation of Potenco, Inc. filed on
September,
                       1987 with the Secretary of State of Nevada, described
in
                       the Registration Statement on Form S-18 of the
Registrant,
                       effective May 23, 1988. Commission File No. 33-18778
 .

           5           Opinion of Bruce F. Fein, Esq.

          24           Powers of Attorney















Bruce F. Fein, P.C.
6363 Woodway Drive Suite 910
Houston, Texas 77057
Telephone: (713) 260-3960
Telecopier: (713) 260-3907

               EXHIBIT 5
February 9, 2000

Mr. L. Mychal Jefferson
President And Director
Potenco, Inc.
3730 Kirby Drive
Suite 1200
Houston, Texas 77002


Gentlemen:

         You have requested my opinion in certain matters in connection with
the filing by Potenco, Inc. (the "Company") of a Registration Statement on
form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to an aggregate of 3,325,000 shares of
the Company's Common Stock (the "Shares").  These Shares are to be issued in
exchange for consulting services rendered.

     In connection with this opinion, we have examined the Registration
Statement and the Company's Amended and Restated Articles of Incorporation and
By-laws, and such other documents, records, certificates, memoranda and other
instruments, as we deem necessary as a basis for this opinion.  We have
assumed the genuineness and authenticity of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents, where due
execution and delivery are a prerequisite to the effectiveness thereof.

     On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the reason
above and the Registration Statement, will be validly issued, fully paid, and
non assessable.

     We consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                     Very truly yours,

                                     /s/ Bruce F. Fein
                                     ------------------------------------
                                     Bruce F. Fein, PC












                                                                      EXHIBIT
24

                                POWER OF ATTORNEY

         WHEREAS, Potenco, Inc., a Nevada corporation (the "Company"), intends
to file with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), a Registration Statement
on Form S-8 dated January 31, 2000, a draft of which has been previously
reviewed by the undersigned (the "Form S-8"), together with any and all
exhibits and other documents having relation to the Form S-8;

         NOW, THEREFORE, the undersigned in her capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute
and appoint L. Mychal Jefferson II as her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to do any and all
acts and things in his name and on his behalf in his capacity as a director or
officer or both, as the case may be, of the Company, as fully and to all
intents and purposes as the undersigned might or could do in person, and to
execute any and all instruments for the undersigned and in her name in any and
all capacities which such person may deem necessary or advisable to enable the
Company to comply with the Act and any rules, regulations and requirements of
the Commission, in connection with the filing of the Form S-8, including
specifically, but not limited to, power and authority to sign for the
undersigned, in her capacity as a director or officer or both, as the case may
be, of the Company, the Form S-8 and any and all other documents (including,
without limitation, any amendments to the Form S-8 or to such other
documents)which such person may deem necessary or advisable in connection
therewith; and the undersigned does hereby ratify and confirm all that such
person shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 31st day of January, 2000.



                                           /s/ Philip Cohen

------------------------------------
                                           PHILIP COHEN





                                                                 EXHIBIT 24
                                POWER OF ATTORNEY

         WHEREAS, Potenco, Inc., a Nevada corporation (the "Company"), intends
to file with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), a Registration Statement
on Form S-8 dated January 31, 2000, a draft of which has been previously
reviewed by the undersigned (the "Form S-8"), together with any and all
exhibits and other documents having relation to the Form S-8;

         NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute
and appoint L. Mychal Jefferson II as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to do any and all
acts and things in her name and on her behalf in her capacity as a director or
officer or both, as the case may be, of the Company, as fully and to all
intents and purposes as the undersigned might or could do in person, and to
execute any and all instruments for the undersigned and in his name in any and
all capacities which such person may deem necessary or advisable to enable the
Company to comply with the Act and any rules, regulations and requirements of
the Commission, in connection with the filing of the Form S-8, including
specifically, but not limited to, power and authority to sign for the
undersigned, in his capacity as a director or officer or both, as the case may
be, of the Company, the Form S-8 and any and all other documents (including,
without limitation, any amendments to the Form S-8 or to such other
documents)which such person may deem necessary or advisable in connection
therewith; and the undersigned does hereby ratify and confirm all that such
person shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 31st day of January, 2000



                                               /s/ Monica W. Jefferson

--------------------------------
                                               MONICA W. JEFFERSON
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 37466}]
{"company-data": {"conformed-name": "POTENCO INC", "cik": "0000825789", "assigned-sic": "6770", "irs-number": "990259454", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30500", "film-number": "546871"}, "business-address": {"street1": "3730 KIRBY DRIVE STE 1200", "street2": "SUITE 1200", "city": "HOUSTON", "state": "TX", "zip": "77098", "phone": "281-587-4645"}, "mail-address": {"street1": "3730 KIRBY DR", "street2": "STE 1200", "city": "HOUSTON", "state": "TX", "zip": "77008"}}
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------

FORM S-8

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

COMMISSION FILE NUMBER: 33-18778

POTENCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     NEVADA                                99-0259454
STATE OR OTHER JURISDICTION OF          I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)       IDENTIFICATION NO.)

3730 KIRBY, SUITE 1200                         77098
HOUSTON, TEXAS                              (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

NOT APPLICABLE
(FULL TITLE OF PLAN)

L. MYCHAL JEFFERSON II, 3730 KIRBY, SUITE 1200, HOUSTON, TEXAS 77098
(NAME AND ADDRESS OF AGENT FOR SERVICE)

TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (281) 587-4645

CALCULATION OF REGISTRATION FEE

================================================================================
=====   TITLE OF EACH          PROPOSED MAXIMUM     PROPOSED MAXIMUM
AGGREGATE OFFERING     REGISTRATION
CLASS OF SECURITIESAMOUNT OFOFFERING PRICEPRICEFEE (1)
     SHARESPER SHARE
--------------------------------------------------------------------------------
---------------------------------------
COMMON STOCK, PAR
VALUE $0.001 PER SHARE. 2,998,350$ .02$ 59,967.00$17.69
--------------------------------------------------------------------------------
---------------------------------------
TOTAL............       2,998,350$ .02$ 59,967.00$17.69
================================================================================
======
(1) The registration fee applies to all of the shares of the Common Stock to
be issued as a result of this Registration Statement.

================================================================================

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents are incorporated by reference in this
Registration Statement:

         (a) The Registrant's latest annual report.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Registrant's latest annual report.

         (c) The description of the class of securities to be registered by
this Registration Statement, which are registered under Section 12 of the
Securities Act of 1934, and which were more fully described in (i) the
Articles of Incorporation of Potenco, Inc., a Nevada corporation, filed on
September 25, 1987 with the Secretary of State of Nevada. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
a part thereof from the date of filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The directors and officers of the Registrant shall be indemnified by
the Registrant against all costs, losses, expenses and liabilities incurred by
any such director or officer in the course of the Registrant's business
according to the Registrant's Articles of Incorporation. In addition, all
directors and officers are covered by a director's indemnification agreement.

         The foregoing discussion of the Registrant's Articles of
Incorporation is not intended to be exhaustive and is qualified in its
entirety by such document.

ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as part
of this Registration Statement. The exhibits indicated by an asterisk (*) are
incorporated by reference.

         EXHIBIT
         NUMBER                       DESCRIPTION OF EXHIBIT
         -------                      ----------------------

           3(a)*       Articles of Incorporation of Potenco, Inc. filed on
September 25,
                       1987, with the Secretary of State of Nevada, described
in
                       the Registration Statement on Form S-18 of the
Registrant,
                       effective May 23, 1988. Commission File No. 33-18778
 .           5           Opinion of Bruce F. Fein, Esq.

          24           Powers of Attorney

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which it offers or sales
are being made, a post-effective amendment to this Registration Statement:

                  (i) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  (4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Houston, Texas, on January 31, 2000

                                         POTENCO, INC.

                                         By  /s/ L. Mychal Jefferson II

------------------------------------
                                             L. Mychal Jefferson II, President

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

             SIGNATURE
TITLE                                  DATE
             ---------
-----                                  ----

  /s/  L. Mychal Jefferson II         Chief Executive Officer, President,
January 31, 2000
-----------------------------------   Chief Financial Officer, and Director
       L. Mychal Jefferson II

  /s/  Philip Cohen*                Director, Treasurer
January 31, 2000
-----------------------------------
       Philip Cohen

  /s/  Monica W. Jefferson*           Director, Secretary
January 31,2000
-----------------------------------
       Monica W. Jefferson

*By  L. Mychal Jefferson II
-----------------------------------
     L. Mychal Jefferson II,
     Attorney-in-Fact

                                  POTENCO, INC.
                DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS
                  PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
                               FILED January 31, 2000
             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                   SECURITIES THAT HAVE BEEN REGISTERED UNDER
                           THE SECURITIES ACT OF 1933

         In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Potenco, Inc. (the "Company") with the
Securities and Exchange Commission on January 31, 2000, the following shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933:

         1.       General Plan Information.

                  (a) The following letter agreements (the "Letter
Agreements") between the Company and United Benefit, Inc., Tim Rice, Demera
Advisors Ltd., Andrew Ranger, Primex Capital, Ranger Capital, East West Group,
Maverick Fund, Ltd.
L. Mychal Jefferson II, Philip Cohen, Monica Jefferson, and Ulysses
Herrington. (the "Participants") with respect to the payment of fees and
expenses and the shares of the Company's common stock, par value $0.01 per
share (the "Securities"), and the price per share at which the Securities are
to be issued to the Participants in payment of their fees and expenses and
expenses are more fully described in Exhibits "A" "B", "C",
"D","E","F","H","I","J","K", and "L" attached hereto and incorporated herein
by reference for all purposes:

                                       Fees and      Price per     Number of
Name                                   Expenses        Share        Shares
----                                   --------        -----        ------
United Benefit, Inc.                $  9,765.00      $ .02      488,250
Tim Rice                    $ 10,301.00      $ .02      515,050
Demera Advisors Ltd.                $  8,000.00      $ .02      400,000
Andrew Ranger                    $  6,530.00      $ .02      326,500
Primex Capital                    $  2,000.00      $ .02      100,000
Ranger Capital                    $  3,574.00      $ .02      178,700
East West Group               $  9,455.00      $ .02      472,750
Maverick Fund, Ltd.               $  6,642.00      $ .02      332,100
L. Mychal Jefferson II               $  2,000.00      $ .02      100,000
Philip Cohen                    $    800.00      $ .02       40,000
Monica Jefferson               $    800.00      $ .02       40,000
Ulysses Herrington               $    100.00      $ .02        5,000
                                        -----------                 -------
                                     $ 59,967.00      $ .02    2,998,350
                                        ===========                 =======

                  (b) The Letter Agreements described herein constitute an
employee benefit plan as described in Rule 405 promulgated under the
Securities Act of 1933 (the "Plan"). The Securities will be offered pursuant
to the Plan.

                  (c) The general nature and purpose of the Plan is to allow
for the payment of fees and expenses due and owing by the Company to the
Participants in the form of the Company's registered Securities. The Plan will
terminate as soon after October 31, 2000 as the Securities called for in the
Plan have been issued to the Participants, which date will not exceed December
31, 2000. It is not contemplated that the Plan will be subject to modification
or extension.

                  (d) The Plan does not have any administrators. However, the
Participants may contact the Company at the address or telephone number
described in Paragraph 11 below to obtain additional information about the
Plan.

                  (e) The Plan is not subject to the Employee Retirement
Income Security Act of 1974. The Participants is a consultant or adviser who
has provided provide bona fide services to the Company, none of such services
being in connection with the offer or sale of Securities of the Company in a
capital-raising transaction.

         2. Securities to be Offered. The Securities to be offered pursuant to
the Plan are shares of the Company's common stock, par value $0.01 per share.
The common stock of the Company has been registered under Section 12 of the
Securities Exchange Act of 1934.

         3. Employees Who May Participate in the Plan. Only the Participants
described above may participate in the Plan.

         4. Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.

                  (a) The Participants may participate in the Plan only for so
long as it takes to file the Registration Statement and issue the Securities
to the Participants as called for herein. Thereafter, the Participants shall
have no further interest in the Plan. The only Securities to be purchased by
the Participants are described herein or in the Participants' Letter
Agreements. The purchase price per share of the Company's Securities for the
Participants is as set forth above.

                  (b) Payment for the Securities to be purchased by of the
Participants pursuant to the Plan will be the extinguishment of any further
liability by the Company to the Participants with respect to the obligations
described herein.

                  (c) There will be no reports delivered to the Participants
as to the amounts and status of their accounts.

                  (d) The Securities will be issued to the Participants, who
may sell the Securities in the open market. The Company will receive no fees
or other compensation for the Securities other than the extinguishment of the
debts to the Participants as described herein.

         5. Resale Restrictions. There will be no restrictions on the resale
of the Securities by the Participants.

         6. Tax Effects of Plan Participation. The receipt of the Securities
by the Participants will be the receipt of ordinary income since the
Securities will have been received by the Participants in exchange for
services. Consequently, the Participants will be taxed currently for the value
of the Securities pursuant to Section 61 of the Internal Revenue Code of 1986,
as amended.

         7. Investment of Funds. There is no provision under the Plan whereby
the Participants may direct the investment of all or any part of the assets
under the Plan.

         8. Withdrawal From the Plan; Assignment of Interest. The Participants
will not be able to withdraw from, terminate, or assign their interests in the
Plan.

         9. Forfeitures and Penalties. There is no event which could, under
the Plan, result in a forfeiture by, or a penalty to, the Participants.
         10. Charges and Deductions, and Liens Therefor. There are no charges
and deductions that may be made against the Participants, the Securities, or
assets of the Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.

         11. Information Contained in the Registration Statement. The Company
shall furnish to the Participants, without charge, upon written or oral
request, the documents incorporated by reference in Item 3 of Part II of the
Registration Statement, all of such documents being incorporated by reference
in this Section 10(a) Prospectus. The Company shall also furnish to the
Participants, without charge, upon written or oral request, any other
documents required to be delivered to employees of the Company pursuant to
Rule 428(b) promulgated under the Securities Act of 1933. Any such request
should be directed to the Company at 3730 Kirby Drive Suite 1200, Houston,
Texas 77098, telephone (281) 587-4645, and telecopier (713) 334-1226

         12. Information Currently Furnished. The Participants have been
furnished with a copy of the Company's Form 10-KSB for the fiscal year ended
December 31, 1998.

         13. Information to be Furnished in the Future. The Company shall
deliver to the Participants copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such
material shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.

Attachments:

Exhibit  "A"   -The Letter Agreement for United Benefit, Inc.
Exhibit  "B"   -The Letter Agreement for Tim Rice
Exhibit  "C"   -The Letter Agreement for Demera Advisors Ltd.
Exhibit  "D"   -The Letter Agreement for Andrew Ranger
Exhibit  "E"   -The Letter Agreement for Primex Capital
Exhibit  "F"   -The Letter Agreement for Ranger Capital
Exhibit  "G"   -The Letter Agreement for East West Group
Exhibit  "H"   -The Letter Agreement for Maverick Fund, Ltd.
Exhibit  "I"   -The Letter Agreement for L. Mychal Jefferson II
Exhibit  "J"   -The Letter Agreement for Philip Cohen
Exhibit  "K"   -The Letter Agreement for Monica Jefferson
Exhibit  "L"   -The Letter Agreement for Ulysses Herrington

United Benefit, Inc.
3930 Howard Hughes Parkway
Las Vegas, NV

December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes United Benefit, Inc., at
least $ 9,765.00 for consulting services rendered and incurred through
December 31, 1999. In payment thereof, United Benefit, Inc., agrees to accept
freely trading stock in Unicorp, Inc., worth $ 9,765.00. Potenco, Inc., will
cause to be prepared and will file the required S-8 to accomplish the issuance
of the stock worth $ 9,765.00 Said stock will be issued to United Benefit,
Inc., as soon as possible after the filing of the Form S-8. In that regard,
the stock to be issued to United Benefit, Inc., will be valued at $ .02 per
share.

                                        Very truly yours,

                                        United Benefit, Inc.

                                        By: /s/ Steve Chu

Tim Rice
2620 Rose Hill Dr.
League City, Texas 77573

December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Tim Rice, at least $
10,301.00   for consulting services rendered and incurred through December 31,
1999. In payment thereof, Tim Rice agrees to accept freely trading stock in
Unicorp, Inc., worth $ 10,301.00. Potenco, Inc., will cause to be prepared and
will file the required S-8 to accomplish the issuance of the stock worth
$10,301.00. Said stock will be issued to Tim Rice, as soon as possible after
the filing of the Form S-8. In that regard, the stock to be issued to Tim Rice
will be valued at $ .02 per share.

                                        Very truly yours,

                                        Tim Rice

                                        By: /s/ Tim Rice

-------------------------------------

Demera Advisors Ltd
1 Stockbridge Place
44 The Ridgeway
Enfield, Middlesex UK
December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Demera Advisors Ltd., at
least $ 8,000 for consulting services rendered and incurred through December
31, 1999. In payment thereof, Demera Advisors Ltd agrees to accept freely
trading stock in Unicorp, Inc., worth $ 8,000. Potenco, Inc., will cause to be
prepared and will file the required S-8 to accomplish the issuance of the
stock worth $ 8,000. Said stock will be issued to Demera Advisors Ltd, as soon
as possible after the filing of the Form S-8. In that regard, the stock to be
issued to Demera Advisors Ltd will be valued at $ .02 per share.

                                        Very truly yours,

                                        Demera Advisors Ltd.

                                        By: /s/ Andrew Ranger

-------------------------------------

Andrew Ranger
6 Rockingham Place
Shepherd Lane
Beaconsfield, UK
December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Andrew Ranger, at least $
6,530.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, Andrew Ranger agrees to accept freely trading stock
in Unicorp, Inc., worth $ 6,530.00. Potenco, Inc., will cause to be prepared
and will file the required S-8 to accomplish the issuance of the stock worth $
6,530.00. Said stock will be issued to Andrew Ranger, as soon as possible
after the filing of the Form S-8. In that regard, the stock to be issued to
Andrew Ranger will be valued at $ .02 per share.

                                        Very truly yours,

                                        Andrew Ranger

                                        By: /s/ Andrew Ranger

-------------------------------------

Primex Capital
4617 Montrose Blvd. C215
Houston, Texas 77006
December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Primex Capital, at least $
2000.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, Primex Capital agrees to accept freely trading stock
in Unicorp, Inc., worth $ 2,000.00 Potenco, Inc., will cause to be prepared
and will file the required S-8 to accomplish the issuance of the stock worth $
2,000.00. Said stock will be issued to Primex Capital, as soon as possible
after the filing of the Form S-8. In that regard, the stock to be issued to
Primex Capital will be valued at $ .02 per share.
                                        Very truly yours,

                                        Primex Capital

                                        By: /s/ Mark Rice

-------------------------------------

Ranger Capital
MIB East Bay Street
Nassau, Bahamas
December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Ranger Capital, at least $
3,574.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, Ranger Capital agrees to accept freely trading stock
in Unicorp, Inc., worth $ 3,574.00. Potenco, Inc., will cause to be prepared
and will file the required S-8 to accomplish the issuance of the stock worth $
3,574.00. Said stock will be issued to Ranger Capital, as soon as possible
after the filing of the Form S-8. In that regard, the stock to be issued to
Ranger Capital will be valued at $ .02 per share.

                                        Very truly yours,

                                        Ranger Capital

                                        By: /s/ Mike Clark

-------------------------------------

East West Group
MIB East Bay Street
Nassau, Bahamas
December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes East West Group, at least $
9,455.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, East West Group Ltd agrees to accept freely trading st
ock in Unicorp, Inc., worth $ 9,455.00. Potenco, Inc., will cause to be
prepared and will file the required S-8 to accomplish the issuance of the
stock worth $ 9,455.00. Said stock will be issued to East West Group, as soon
as possible after the filing of the Form S-8. In that regard, the stock to be
issued to East West Group will be valued at $ .02 per share.

                                        Very truly yours,

                                        East West Group

                                        By: /s/ Gaye Knowles

-------------------------------------

Maverick Fund, Ltd.
MIB East Bay Street
Nassau, Bahamas
December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Maverick Fund, Ltd., at least
$ 6,642.00 for consulting services rendered and incurred through December 31,
1999. In payment thereof, Maverick Fund, Ltd. agrees to accept freely trading
stock in Unicorp, Inc., worth $ 6,642.00. Potenco, Inc., will cause to be
prepared and will file the required S-8 to accomplish the issuance of the
stock worth $ 6,642.00. Said stock will be issued to Maverick Fund, Ltd., as
soon as possible after the filing of the Form S-8. In that regard, the stock
to be issued to Maverick Fund, Ltd. will be valued at $ .02 per share.

                                        Very truly yours,

                                        Maverick Fund, Ltd.

                                        By: /s/ Gaye Knowles

-------------------------------------

L. Mychal Jefferson II
3730 Kirby Ste. 1200
Houston, Texas 77098
December 31, 1999

Board of Directors
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Sirs:

         At the present time, Potenco, Inc. owes L. Mychal Jefferson II, at
least $ 2,000 for consulting services and Board compensation rendered and
incurred through December 31, 1999. In payment thereof, L. Mychal Jefferson II
agrees to accept freely trading stock in Potenco, Inc., worth $ 2,000.
Potenco, Inc., will cause to be prepared and will file the required S-8 to
accomplish the issuance of the stock worth $ 2,000. Said stock will be issued
to L. Mychal Jefferson II, as soon as possible after the filing of the Form
S-8. In that regard, the stock to be issued to L. Mychal Jefferson II Ltd will
be valued at $ .02 per share.

                                        Very truly yours,

                                        L. Mychal Jefferson II

                                        By: /s/ L. Mychal Jefferson II

-------------------------------------

Philip Cohen
3730 Kirby Ste. 1200
Houston, Texas 77098
December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Philip Cohen, at least $ 800
for consulting services rendered and incurred through December 31, 1999. In
payment thereof, Philip Cohen agrees to accept freely trading stock in
Potenco, Inc., worth $ 800. Potenco, Inc., will cause to be prepared and will
file the required S-8 to accomplish the issuance of the stock worth $ 800.
Said stock will be issued to Philip Cohen, as soon as possible after the
filing of the Form S-8. In that regard, the stock to be issued to Philip Cohen
will be valued at $ .02 per share.
                                        Very truly yours,

                                        Philip Cohen

                                        By: /s/ Philip Cohen
                                           -------------------------------------

Monica Jefferson
3730 Kirby Ste. 1200
Houston, Texas 77098
December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement

Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Monica Jefferson, at least $
800 for consulting services rendered and incurred through December 31, 1999.
In payment thereof, Monica Jefferson agrees to accept freely trading stock in
Unicorp, Inc., worth $ 800. Potenco, Inc., will cause to be prepared and will
file the required S-8 to accomplish the issuance of the stock worth $ 800.
Said stock will be issued to Monica Jefferson, as soon as possible after the
filing of the Form S-8. In that regard, the stock to be issued to Monica
Jefferson will be valued at $ .02 per share.

                                        Very truly yours,

                                        Monica Jefferson

                                        By: /s/ Monica Jefferson

-------------------------------------

Ulysses Herrington
3730 Kirby Ste. 1200
Houston, Texas 77098

December 31, 1999

Mr. L. Mychal Jefferson II
Potenco, Inc.
3730 Kirby Ste. 1200
Houston, Texas 77098

         Re:      S-8 Stock Agreement
Dear Mr. Jefferson:

         At the present time, Potenco, Inc. owes Ulysses Herrington, at least
$ 100 for consulting services rendered and incurred through December 31, 1999.
In payment thereof, Ulysses Herrington agrees to accept freely trading stock
in Potenco, Inc., worth $ 100. Potenco, Inc., will cause to be prepared and
will file the required S-8 to accomplish the issuance of the stock worth $
100. Said stock will be issued to Ulysses Herrington, as soon as possible
after the filing of the Form S-8. In that regard, the stock to be issued to
Ulysses Herrington will be valued at $ .02 per share.

                                        Very truly yours,

                                        Ulysses Herrington

                                        By: /s/ Ulysses Herrington

-------------------------------------

                               INDEX TO EXHIBITS

         EXHIBIT
         NUMBER                       DESCRIPTION OF EXHIBIT
         -------                      ----------------------

           3(a)*       Articles of Incorporation of Potenco, Inc. filed on
September,
                       1987 with the Secretary of State of Nevada, described
in
                       the Registration Statement on Form S-18 of the
Registrant,
                       effective May 23, 1988. Commission File No. 33-18778
 .

           5           Opinion of Bruce F. Fein, Esq.

          24           Powers of Attorney

Bruce F. Fein, P.C.
6363 Woodway Drive Suite 910
Houston, Texas 77057
Telephone: (713) 260-3960
Telecopier: (713) 260-3907

               EXHIBIT 5
February 9, 2000

Mr. L. Mychal Jefferson
President And Director
Potenco, Inc.
3730 Kirby Drive
Suite 1200
Houston, Texas 77002

Gentlemen:

         You have requested my opinion in certain matters in connection with
the filing by Potenco, Inc. (the "Company") of a Registration Statement on
form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to an aggregate of 3,325,000 shares of
the Company's Common Stock (the "Shares").  These Shares are to be issued in
exchange for consulting services rendered.

     In connection with this opinion, we have examined the Registration
Statement and the Company's Amended and Restated Articles of Incorporation and
By-laws, and such other documents, records, certificates, memoranda and other
instruments, as we deem necessary as a basis for this opinion.  We have
assumed the genuineness and authenticity of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents, where due
execution and delivery are a prerequisite to the effectiveness thereof.

     On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the reason
above and the Registration Statement, will be validly issued, fully paid, and
non assessable.

     We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                     Very truly yours,

                                     /s/ Bruce F. Fein
                                     ------------------------------------
                                     Bruce F. Fein, PC

                                                                      EXHIBIT
24

                                POWER OF ATTORNEY

         WHEREAS, Potenco, Inc., a Nevada corporation (the "Company"), intends
to file with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), a Registration Statement
on Form S-8 dated January 31, 2000, a draft of which has been previously
reviewed by the undersigned (the "Form S-8"), together with any and all
exhibits and other documents having relation to the Form S-8;

         NOW, THEREFORE, the undersigned in her capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute
and appoint L. Mychal Jefferson II as her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to do any and all
acts and things in his name and on his behalf in his capacity as a director or
officer or both, as the case may be, of the Company, as fully and to all
intents and purposes as the undersigned might or could do in person, and to
execute any and all instruments for the undersigned and in her name in any and
all capacities which such person may deem necessary or advisable to enable the
Company to comply with the Act and any rules, regulations and requirements of
the Commission, in connection with the filing of the Form S-8, including
specifically, but not limited to, power and authority to sign for the
undersigned, in her capacity as a director or officer or both, as the case may
be, of the Company, the Form S-8 and any and all other documents (including,
without limitation, any amendments to the Form S-8 or to such other
documents)which such person may deem necessary or advisable in connection
therewith; and the undersigned does hereby ratify and confirm all that such
person shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 31st day of January, 2000.

                                           /s/ Philip Cohen

------------------------------------
                                           PHILIP COHEN

                                                                 EXHIBIT 24
                                POWER OF ATTORNEY

         WHEREAS, Potenco, Inc., a Nevada corporation (the "Company"), intends
to file with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), a Registration Statement
on Form S-8 dated January 31, 2000, a draft of which has been previously
reviewed by the undersigned (the "Form S-8"), together with any and all
exhibits and other documents having relation to the Form S-8;

         NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute
and appoint L. Mychal Jefferson II as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to do any and all
acts and things in her name and on her behalf in her capacity as a director or
officer or both, as the case may be, of the Company, as fully and to all
intents and purposes as the undersigned might or could do in person, and to
execute any and all instruments for the undersigned and in his name in any and
all capacities which such person may deem necessary or advisable to enable the
Company to comply with the Act and any rules, regulations and requirements of
the Commission, in connection with the filing of the Form S-8, including
specifically, but not limited to, power and authority to sign for the
undersigned, in his capacity as a director or officer or both, as the case may
be, of the Company, the Form S-8 and any and all other documents (including,
without limitation, any amendments to the Form S-8 or to such other
documents)which such person may deem necessary or advisable in connection
therewith; and the undersigned does hereby ratify and confirm all that such
person shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney as of the 31st day of January, 2000

                                               /s/ Monica W. Jefferson

--------------------------------
                                               MONICA W. JEFFERSON