SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                     ----------------------
                                
                            FORM S-8
                                
                     REGISTRATION STATEMENT
                           UNDER THE
                     SECURITIES ACT OF 1933
                                
                COMMISSION FILE NUMBER: 2-73389
                                
                         UNICORP, INC.
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                
                                
NEVADA                                        75-1764386
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: (713)
229-9100
                                
                CALCULATION OF REGISTRATION FEE

      TITLE OF EACH CLASS AMOUNT OF SHARES    PROPOSED MAXIMUM
      OF SECURITIES              TO BE REGISTERED    OFFERING PRICE 
      TO BE RESISTERED                        PER SHARE
   ---------------------------------------------------------
COMMON STOCK, PAR
VALUE $0.01 PER SHARE     185,000             $1.00                  
 --------------------------------------------------------
TOTAL................. 185,000         $185,000                              
FEE                                   $54.58
   =========================================================
   (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 Texoil, Inc., a Nevada corporation, filed on May 8, 1981 with
the Secretary of State of Nevada, and (ii) Certificate of Amendment to Articles
of Incorporation of Texoil, Inc. filed on October 10, 1989 with the Secretary of
State of Nevada, changing the name of Texoil, Inc. to UNICORP, Inc.

         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.  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 7. 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 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 No.
 2-73389.
3(b)*       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.

3(c)*       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.

5           Opinion of Norman T. Reynolds, Esq.

4           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 February 28,1999.


UNICORP, 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, February 28,1999
-----------------------------------     President, Secretary,   
       L. Mychal Jefferson II         Chief Financial Officer, 
                                            and Director


  /s/  Reginald V. Williams*                 Director February 28,1999
-----------------------------------
       Reginald V. Williams


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


                                        


                         UNICORP, INC.
DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS PURSUANT TO A
FORM S-8
                     REGISTRATION STATEMENT
                     FILED February 28,1999

             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 Unicorp, Inc. (the "Company") with the
Securities and Exchange Commission on February 28,1999, 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 Charis Industries, Capital Asset Management, Henry A.
Schulle, and Andante Investment, Inc. (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" and "D"
attached hereto and incorporated herein by reference for all purposes:

                   Fees and      Price per     Number of
Name               Expenses      Share         Shares  
----               --------      -----         ------  
Charis Industries $ 100,000.00   $1.00        100,000  
Capital Asset Mang.  50,000.00   $1.00         50,000  
Henry A. Schulle     30,000.00   $1.00         30,000  
Andante Inv.       5,000.00       $1.00       5,000
Total              $185,000.00   $1.00        185,000  

(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 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 March 31,
1999 as the Securities called for in the Plan have been issued to the
Participants, which date will not exceed December 31, 1999. 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,
0the 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, Suite 1200, Houston, Texas 77098, telephone (713) 229-9100, and
telecopier (713) 236-4775.

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, 1997.

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 Charis Industries
Exhibit  "B"      -The Letter Agreement for Capital Asset Management.
Exhibit  "C"   -The Letter Agreement for Henry A. Schulle.
Exhibit  "D"   -The Letter agreement for Andante Investments, Inc.
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{"company-data": {"conformed-name": "UNICORP INC", "cik": "0000354507", "assigned-sic": "1311", "irs-number": "751764386", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74985", "film-number": "99571820"}, "business-address": {"street1": "600 TRAVIS", "street2": "SUITE 6500", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7132299100"}, "mail-address": {"street1": "600 TRAVIS", "street2": "SUITE 6500", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                     ----------------------
                                
                            FORM S-8
                                
                     REGISTRATION STATEMENT
                           UNDER THE
                     SECURITIES ACT OF 1933
                                
                COMMISSION FILE NUMBER: 2-73389
                                
                         UNICORP, INC.
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                
                                
NEVADA                                        75-1764386
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: (713)
229-9100
                                
                CALCULATION OF REGISTRATION FEE

      TITLE OF EACH CLASS AMOUNT OF SHARES    PROPOSED MAXIMUM
      OF SECURITIES              TO BE REGISTERED    OFFERING PRICE 
      TO BE RESISTERED                        PER SHARE
   ---------------------------------------------------------
COMMON STOCK, PAR
VALUE $0.01 PER SHARE     185,000             $1.00                  
 --------------------------------------------------------
TOTAL................. 185,000         $185,000                              
FEE                                   $54.58
   =========================================================
   (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 Texoil, Inc., a Nevada corporation, filed on May 8, 1981 with
the Secretary of State of Nevada, and (ii) Certificate of Amendment to Articles
of Incorporation of Texoil, Inc. filed on October 10, 1989 with the Secretary of
State of Nevada, changing the name of Texoil, Inc. to UNICORP, Inc.

         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.  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 7. 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 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 No.
 2-73389.
3(b)*       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.

3(c)*       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.

5           Opinion of Norman T. Reynolds, Esq.

4           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 February 28,1999.

UNICORP, 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, February 28,1999
-----------------------------------     President, Secretary,   
       L. Mychal Jefferson II         Chief Financial Officer, 
                                            and Director

  /s/  Reginald V. Williams*                 Director February 28,1999
-----------------------------------
       Reginald V. Williams

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

                                        

                         UNICORP, INC.
DOCUMENTS CONSTITUTING A SECTION 10(A) PROSPECTUS PURSUANT TO A
FORM S-8
                     REGISTRATION STATEMENT
                     FILED February 28,1999

             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 Unicorp, Inc. (the "Company") with the
Securities and Exchange Commission on February 28,1999, 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 Charis Industries, Capital Asset Management, Henry A.
Schulle, and Andante Investment, Inc. (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" and "D"
attached hereto and incorporated herein by reference for all purposes:

                   Fees and      Price per     Number of
Name               Expenses      Share         Shares  
----               --------      -----         ------  
Charis Industries $ 100,000.00   $1.00        100,000  
Capital Asset Mang.  50,000.00   $1.00         50,000  
Henry A. Schulle     30,000.00   $1.00         30,000  
Andante Inv.       5,000.00       $1.00       5,000
Total              $185,000.00   $1.00        185,000  

(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 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 March 31,
1999 as the Securities called for in the Plan have been issued to the
Participants, which date will not exceed December 31, 1999. 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,
0the 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, Suite 1200, Houston, Texas 77098, telephone (713) 229-9100, and
telecopier (713) 236-4775.

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, 1997.

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 Charis Industries
Exhibit  "B"      -The Letter Agreement for Capital Asset Management.
Exhibit  "C"   -The Letter Agreement for Henry A. Schulle.
Exhibit  "D"   -The Letter agreement for Andante Investments, Inc.