EXHIBIT 10.2

 NOVATION AGREEMENT

 BETWEEN

 UNICO, INC. AND STARLICON GROUP


 S1_EX-53<PAGE>


                              
NOVATION AGREEMENT


              
This NOVATION AGREEMENT ("the Agreement") is made and entered

into on June 26, 1998 by and between Unico, Inc., a New Mexico
corporation

("Unico") and Intermountain Refining Co., Inc. ("IRC"), a New Mexico

corporation, on the one hand, and Starlicon Group, Inc. ("SGI"),
a Nevada

corporation and Starlicon International ("SI"), a California corporation,
on the

other hand. SGI and SI will be collectively referred to herein
as "Starlicon".


                              
W I T N E S S E T H


              
WHEREAS, on February 21, Unico and SGI entered into a Stock

Purchase Agreement (the "Stock Purchase Agreement"), wherein and
whereby Unico

was to acquire all of the issued and outstanding shares of stock
of SI in

exchange for 5,476,190 shares of Unico common stock and 10,952
shares of Unico

convertible preferred stock, convertible into 10,952,000 shares
of common stock

("the Transaction");

 


              
WHEREAS, as part of fulfilling the requirements of the Agreement,

a dispute arose between Unico and Starlicon;

 


              
WHEREAS, on May 21, 1998, Unico filed a Complaint in the United

States District Court for the Central District of California entitled
Unico,

Inc. v. Starlicon Group, Inc., Starlicon International Corporation,
et al., Case

No. CV 98-3990 DT(SHx);

 


              
WHEREAS, the parties desire to resolve their differences in a

mutually beneficial and amicable way;

 


              
NOW THEREFORE, in consideration of the covenants contained

herein, and other good and valuable consideration, receipt of which
is hereby

acknowledge, the parties agree as follows:

 


        1.    
The effective date of the Transaction is changed to June 1, 1998

              
and Closing will be as of 12:00 a.m. June 26, 1998.


        2.    
The following sections of the Stock Purchase Agreement are

              
amended for purposes of this Agreement:

 


                                      
1


S1_EX-54<PAGE>

 

 


               
A.      Various dates which occur throughout the
Stock Purchase

                       
Agreement are amended in accordance with the following

                       
table:

 


              
Paragraph       Description          
Date Deleted  Amended Date

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

              
First Line      Effective Date       
Nov. 30, 1997 June 01, 1998


              
3.6            
SI Financials         Nov. 30,
1997 June 30, 1998


              
3.6            
Audit Date           
60 days       June 30, 1998


              
3.7            
SI Bal. Sheet Date    Nov. 30, 1997 June 30, 1998

                              
(Two references)


              
3.27           
Backlog              
Nov. 30, 1997 June 30, 1998


              
4.6            
Unico Financials      Nov. 30, 1997 Feb. 28, 1998


              
4.7            
Unico Balance

                              
Sheet Date           
Nov. 30, 1997 Feb. 28, 1998

                              
(Two references)


              
4.27           
Backlog              
Nov. 30, 1997 Feb. 28, 1998


              
5.7            
Negotiations          Feb.
15, 1998 July 01, 1998


               
B.      Paragraph 2.1 is deleted and replaced
with the

                       
following: "Confidentiality Agreement. At the closing,

                       
or as soon thereafter as practicable, Unico's former

                       
officers will enter into a confidentiality agreement in

                       
which they agree not to disclose to any third party any

                       
confidential information related to SI or its business

                       
except as required to be disclosed by law. Such

                       
agreement shall be prepared by the New Unico, as defined

                       
below, shall be in form and substance reasonably

                       
satisfactory to such former officers and New Unico, and

                       
shall contain customary provisions."


               
C.      Paragraph 2.2 is deleted and replaced
with the

                       
following: "on Closing, all current officers and

                       
directors of Unico (excluding officers and directors of

                       
Intermountain Refining Co., Inc.) shall resign from such

                       
positions and as employees of Unico except as provided

                       
in Paragraph 18, below. The replacement board of

                       
directors of the New Unico, as defined below, will

                       
comply fully with the new Nasdaq requirements under the

                       
SmallCap Market System."


               
D.      All references to "Unico" in the Stock
Purchase

                       
Agreement shall be deemed to mean "Unico and its

                       
wholly-owned subsidiary, Intermountain Refining Co.,

                       
Inc.", where appropriate, and all representations and

                       
warranties of Unico shall be interpreted in the context

                       
of this Agreement.


               
E.      The number 986,590 on the third line of
Paragraph 4.2 is

                       
deleted and replaced with the number 1,129,308.


               
F.      The phrase "will be" in the last sentence
of Paragraph

                       
4.6 is deleted and replaced with "were."


               
G.      The first sentence of Paragraph 8.1 is
deleted and

                       
replaced with the following: "The closing provided for

                       
herein shall take place at the offices of Kristin M.

                       
Cano on June 26, 1998.


               
H.      Paragraph 9.1 is amended by striking the
words "SGI, SI

                       
and Unico" and inserting "SGI and SI".


                                       
2


S1_EX-55<PAGE>

 

 


              
I.     Paragraph 9.2 is amended by deleting the second
reference

                     
to Unico on line 9 and inserting "SI" in its place. IRC is

                     
specifically excluded from the operation of this

                     
paragraph.


              
J.     At Paragraph 11.5, all references to "Mr. Thad
H. Turk and

                     
Mr. Benjamin Raphan" are deleted and replaced with Kristin

                     
M. Cano, One Corporate Plaza, Suite 110, Newport Beach,

                     
California and Mr. Jeffrey M. Howard, One Corporate Plaza,

                     
Suite 110, Newport Beach, California.


        3.    
The following sections of the Stock Purchase Agreement are

              
amended unilaterally by SGI.


              
A.     Paragraph 1.2 Base Purchase Price is deleted
and replaced

                     
with the following: "Purchase Price. The purchase price

                     
for the shares shall consist of 5,476,190 shares of Unico

                     
$0.20 par value Common Stock and 5,476 shares of Unico

                     
Series A Preferred Stock. No fractional shares of either

                     
class of stock will be issued."


              
B.     Paragraph 1.2.1 is deleted and replaced with
the

                     
following: "For the purpose of this [Stock Purchase]

                     
Agreement, Unico Common and Series A Preferred Stock shall

                     
be deemed to have values of $0.40 and $400.00 per share

                     
respectively."


              
C.     Paragraph 1.2.2(a) is deleted.


              
D.     Paragraph 1.3 is deleted.


        4.    
The following provisions of the Certificate of Designation for

              
Unico Series A Convertible Preferred Stock are amended for

              
purposes of this Agreement.


              
A.     The date "September 1, 1998" on the last line
of Section

                     
4(C) is deleted and replaced with the date "January 1,

                     
1999."


              
B.     Section 4(c)(i) is amended to reflect the following

                     
conversion dates and share amounts.


                     
Dates                            
Maximum Shares Converted

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

                     
January 1, 1999-May 31, 1999      1825

                     
June 1, 1999-August 31, 1999      3650

                     
After September 1, 1999          
5476


        5.    
The following provisions of the Certificate of Designation for

              
Unico Series A Convertible Preferred Stock are amended

              
unilaterally by SGI.


             
A.      The value of "$1,400 par value" in the
Resolution is

                     
deleted and replaced with "$400 par value".


             
B.      The figure "15,000" on the last line in
Section 1 is

                     
deleted and replaced with the figure "5,476".

 

 


                                       
3


S1_EX-56<PAGE>

 

 


              
C.     The last two lines of the first paragraph of
Section 3 are

                     
deleted and replaced with the following" "their ownership

                     
thereof, an amount equal to Four Hundred Dollars ($400)

                     
per share."


              
D.     Section 4(c)(ii) is deleted.


       6.    
In repayment of an inter-company note and/or other debt reflected

             
in the Unico internal financial statements dated May 31, 1998 and

             
also as a contribution to capital, Unico will deliver good and

             
marketable title to all of the assets listed in Exhibit A attached

             
hereto, to Unico's wholly owned subsidiary Intermountain Refining

             
Co., Inc.("IRC"), a New Mexico corporation. From and after

             
closing, the management of IRC and its assets shall be at the sole

             
discretion of its current officers and a board of directors, to be

             
appointed.


       7.    
Starlicon and Unico each covenant and agree that Unico or

             
Starlicon will not, in any way, directly or indirectly, encumber,

             
pledge, lien, offer as security, enter into any security

             
agreement, affecting any of the assets or stock of IRC. Starlicon

             
and Unico each further covenant and agree that Unico or Starlicon

             
will not, in any way, directly or indirectly, cause or permit any

             
third party to encumber, pledge, lien, offer as security, enter

             
into any security agreement, affecting any of the assets or stock

             
of IRC. Upon the execution of this Agreement, Intermountain will

             
file a UCC-1 information statement, for the purpose of effecting

             
notice of this provision.


       8.    
Prior to the execution of this Agreement, Unico will deliver its

             
shares of IRC stock to and grant to Michael M. McGloin its

             
irrevocable proxy to vote the shares of IRC in accordance with

             
instructions from IRC's Board of Directors. Starlicon acknowledges

             
and agrees that after the execution of this Agreement, Starlicon,

             
as controlling shareholder or shareholders of Unico, relinquishes

             
all right to vote the shares of IRC stock or in any way attempt to

             
control the business and affairs of IRC.


       9.    
It is contemplated that Unico's current filing on Form 10K will be

             
made on or about June 12, 1998. The Stock Purchase Agreement and

             
this Agreement will be described in the Form 10K in the manner set

             
forth in Exhibit B, attached hereto. A copy of Note Q to Unico's

             
financial statements is attached as Exhibit B to this Agreement.


       10.    Upon
execution of this Agreement, Starlicon and the Starlicon

             
controlled Board of Directors of Unico ("the New Unico") will

             
assume full responsibility for applying to Nasdaq for the new

             
Small Cap listing or maintenance of the current listing, all as

             
required by Nasdaq due to the Stock Purchase Agreement and this

             
Agreement. The existing management of Unico and its Board of

             
Directors make no representations that such new listing or

             
continued maintenance will be obtained by the New Unico. Unico's

             
former officers will cooperate with the management of the New

             
Unico, if requested, pursuant to Paragraph 19 below, to apply for

             
the new Nasdaq listing.


       11.    William
N. Hagler ("Hagler") will grant to Kristin M. Cano his

             
irrevocable proxy to vote his shares in favor of this Agreement

             
and the Stock Purchase Agreement as amended herein, should

             
shareholder approval be required in order to apply for and obtain

             
a new listing on Nasdaq.

 


                                       
4


S1_EX-57<PAGE>

 

 


       12.    As soon
as is practicable for a diligent party, but not later than

             
November 30, 1998, the New Unico shall commence the Nasdaq listing

             
application process by filing an application that meets the Nasdaq

             
quantitative listing standards (without inclusion of any assets or

             
liabilities of IRC as of the date of such application) and,

             
thereafter, prosecute it to conclusion. Following the successful

             
conclusion of such listing application process, but no later than

             
April 1, 1999, the directors of IRC may, at their sole discretion,

             
consider a transaction involving IRC's stock, assets or business

             
prospects. However, if as of November 30, 1998, the New Unico

             
shall not have commenced the listing application process in the

             
manner described above, then no later than December 1, 1998, the

             
directors of IRC may, at their sole discretion, consider a

             
transaction involving IRC's stock, assets or business prospects.

             
In the event such a transaction contemplates a distribution of

             
IRC's stock or assets to holders of shares of Unico Common Stock,

             
such distribution would be at the Record Date and as defined

             
below.


             
A.     The Record Date to determine which holders of
shares of

                    
Unico Common Stock shall be entitled to the distribution is

                    
the earliest applicable date set forth in this Paragraph

                    
12, above.


             
B.     All shareholders of record on the Record Date
shall

                    
entitled to participate, pro rata, in any such distribution

                    
except those shareholders acquiring shares through and as a

                    
result of the Stock Purchase Agreement, as modified by this

                    
Agreement, and holders of shares issued by the New Unico

                    
between June 1, 1998 and the Record Date.


             
C.     If it is subsequently determined by New Mexico
counsel to

                    
IRC or Unico that approval of the New Unico shareholders is

                    
required to effect any such distribution, the Record Date

                    
for determining the shareholders entitled to vote shall be

                    
the Record Date. For purposes of such vote, only Kristin M.

                    
Cano shall hold the irrevocable proxy of the shareholders

                    
receiving shares pursuant to the Stock Purchase Agreement

                    
as modified by this Agreement and all shares issued between

                    
June 1, 1998 and the Record Date by the New Unico. Ms. Cano

                    
shall vote such shares in favor of such distribution or at

                    
the discretion of the IRC Board of Directors.


       13.    It is
contemplated that any distribution of IRC shares held by

             
Unico will be tax free pursuant to Section 355 of the Internal

             
Revenue Code of 1986. Management of IRC will require a tax opinion

             
from a tax attorney or tax accountant of their choice that such

             
distribution will be tax free. The New Unico will pay for or

             
otherwise reimburse IRC for the cost of obtaining such tax

             
opinion. Should it be determined that the transaction is not tax

             
free then, at the sole discretion of IRC's Board of Directors, IRC

             
may change or modify the transaction or require the New Unico to

             
pay any tax liability associated with the distribution in an

             
amount up to, and including, $200,000. In the event IRC's Board of

             
Directors determines, in its sole discretion, that such

             
distribution is not in the best interest of the shareholders

             
entitled to participate pursuant to Paragraph 12, they may

             
structure any other transaction favorable to such shareholders. If

             
it is determined that a shareholder vote is required for such

             
other transaction, then the requirements of Paragraph 12 C shall

             
apply.


       14.    In order
to accomplish any distribution that may be contemplated

             
in Paragraph 12, the shares of IRC stock to be distributed will

             
require registration with the United States Securities and

             
Exchange Commission and qualification with various state

             
securities


                                       
5


S1_EX-58<PAGE>

 

 


             
regulators. The New Unico will pay for all required audits, state

             
and federal filing fees, attorneys fees, printing and other fees

             
and expenses associated with such registration estimated to be

             
$125,000. The obligation of the New Unico and/or SI to pay the

             
fees and expenses set forth herein above shall be guaranteed

             
jointly and severally by Carol Mauer, Ike Suri and Mr. John Hwang

             
("the Guarantors") , in a form attached hereto as Exhibit C. The

             
execution of such guarantee by the Guarantors shall be a condition

             
to closing this Agreement.


       15.    At such
time as IRC is prepared to commence the registration

             
process described in Paragraph 14 above, an estimate of costs will

             
be submitted to the New Unico/SI solely for information purposes.

             
IRC will consider lower cost means of achieving such a

             
registration that may be suggested by Unico/SI, but is under no

             
obligation to adopt such suggestions.


       16.    Upon
execution of this agreement, Starlicon will deliver a check

             
to IRC in the amount of $25,000 payable to Kristin M. Cano Clients

             
Fund representing partial payment of attorney's fees incurred in

             
the matter that is the subject of this Novation Agreement. The

             
balance of such fees, estimated to be $30,000 shall be due and

             
payable in 30 days. Such $30,000 will be paid to Kristin M. Cano

             
Clients Fund at that time. Should the remaining fees be less than

             
$30,000, Kristin M. Cano will tender a refund to New

             
Unico/Starlicon. Should the remaining fees exceed $30,000, IRC

             
will bill New Unico/Starlicon for the balance. Copies of

             
attorney's statements shall be furnished by IRC, upon request;

             
however, only Kristin M. Cano, and no others, will review and

             
approve the bill of McGloin, Davenport, Severson & Snow for

             
fairness. If Kristin M. Cano approves the bill, such amount will

             
be paid to McGloin, Davenport, Severson & Snow.


       17.    Upon
execution of this Agreement, the New Unico will enter into a

             
retainer Agreement with Kristin M. Cano providing that it will use

             
the services of Ms. Cano for a minimum period of 12 months after

             
the closing for matters of corporate governance, SEC matters and

             
Nasdaq matters. The terms of this relationship will be

             
memorialized in a separate agreement satisfactory to the New Unico

             
and Kristin M. Cano. By executing this Agreement, Starlicon,

             
Unico, the New Unico, and IRC acknowledge that they will waive any

             
claim of conflict of interest as to Kristin M. Cano's

             
representation of SI and IRC in a separate agreement. In the event

             
that the new relationship between Kristin M. Cano and the New

             
Unico is terminated for any reason, the New Unico shall within 10

             
business days engage counsel reasonably acceptable to IRC to

             
perform the serviced contemplated by this Paragraph.


       18.    Upon
execution of this Agreement, Hagler and Hurt shall resign as

             
President and Secretary/Treasurer, respectively of Unico, and

             
shall be appointed to the temporary posts of Executive Vice

             
President and Assistant Secretary for the sole and exclusive

             
purpose of transferring the property reflected on Exhibit A to

             
IRC. At closing, the New Unico will provide an appropriate

             
resolution from the Board of Directors approving such appointments

             
and authorizing an irrevocable power of attorney granting Hagler

             
and Hurt full authority to affect the asset transfers contemplated

             
by this Agreement. The management and board of directors of the

             
New Unico will cooperate fully and expeditiously and take all

             
steps required and requested of them to effect the asset transfers

             
to IRC. In addition, Messrs. Hagler, Hurt, Hickey and Watson will

             
resign their positions on Unico's Board of Directors.

 

 


                                       
6


S1_EX-59<PAGE>

 

 


       19.    In order
to provide orderly implementation of the transaction

             
contemplated herein, Hagler and Hurt will consult the New Unico,

             
as requested, up to 10 hours per month, each, at the hourly rate

             
of $60.00 and $40.00, respectively, including travel time and

             
reasonable expenses, for a period of six months. Payment for such

             
services and costs shall be within 10 calendar days of receipt of

             
a bill from Hagler and Hurt. The terms and conditions of an

             
agreement for consulting services with Hagler and Hurt will be

             
memorialized in a separate agreement. As additional consideration

             
for providing these consulting services the New Unico grants to

             
Hagler a warrant to purchase 100,000 shares of Common Stock and to

             
Hurt stock options to purchase 50,000 shares of Common Stock both

             
of these at $1.40 per share. A Warrant reflecting the granting of

             
these options will be executed by the New Unico contemporaneously

             
with the closing.


       20.    Hagler,
Hurt and a representative of New Unico will meet and work

             
out an orderly transfer of the corporate records of Unico.


       21.    New Unico
will be prohibited from filing any proceeding under the

             
United States Bankruptcy Code within one year of the execution of

             
this Agreement.


       22.    Except
for the Stock Purchase Agreement, which shall remain in

             
full force and effect as modified by this Agreement, this

             
Agreement and the Agreements referred herein, sets forth the sole

             
and entire agreement between Unico, IRC and Starlicon, there are

             
no other agreements or understandings not set forth in this

             
Agreement between the parties and this Agreement supersedes any

             
and all prior or contemporaneous oral or written agreements or

             
understandings between the same parties concerning the subject

             
matter hereof. No modification, waiver or termination of this

             
Agreement, or any part thereof, shall be binding unless signed in

             
writing by all parties.


       23.    Unico's
former management shall approve the press release prepared

             
by the New Unico to announce the transactions contemplated herein.

             
Such approval shall not be unreasonably withheld. The SEC Form 8-K

             
prepared by the New Unico shall be approved by Ms. Cano as to

             
form.


       24.    Concurrent
with the execution of this Agreement, counsel for Unico

             
shall execute and deliver to counsel for Starlicon Dismissals with

             
Prejudice as to the entire action ("Dismissals") of all claims

             
asserted in Unico, Inc. v. Starlicon Group, Inc., Starlicon

             
International Corporation et al., Case No. CV 98-3990 DT (SHx).


       25.    This
Agreement may be executed in its original version or in any

             
copies, counterparts, or other duplicates, and this all signatures

             
need not appear on the same document.


       26.    If any
provision, paragraph, clause, or sentence in this Agreement

             
is found or declared to be illegal, void, invalid, or

             
unenforceable, the remaining provisions, paragraphs, clauses, and

             
sentences shall be severable and shall remain in full force and

             
effect. A void or invalid paragraph, clause, or provision shall be

             
severable from, and shall not affect the validity or

             
enforceability of, the remaining provisions of this Agreement.


       27.    This
Agreement shall be construed and enforced under the laws of

             
the State of California without giving effect to the principles

             
relating to conflicts of law. Any litigation commenced under this

             
Agreement shall be commenced within the State of California,

             
County of Orange.

 

 


                                       
7


S1_EX-60<PAGE>


        28.   
Each of the undersigned agrees and represents that he or she has

              
read this Agreement from beginning to end and fully understands

              
all of it, and has executed it on the date indicated below on

              
behalf of the respective parties.


        29.   
A photocopy of this document may be used with the same force and

              
effect as an original.


        30.   
This Agreement may be executed in its original version or in any

              
copies, counterparts, or other duplicates, and all signatures

              
need not appear on the same document.

 

 


                                         
   
Unico, Inc.

 

 


Dated:  June 25, 1998               
By:    /s/ WILLIAM N. HAGLER

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

                                         
  
William N. Hagler, President

 

 


Dated:  June 25, 1998                      
Intermountain Refining Co., Inc.

 

 


                                     
By:    /s/ WILLIAM N. HAGLER

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

                                         
   
William N. Hagler, President

 

 


Dated:  June 26, 1998                      
Starlicon Group, Inc.

 


                                     
By:    /s/ IKE SURI

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

                                         
   
Ike Suri, President

 

 


Dated: June 26, 1998                        
Starlicon International Corporation

 

 


                                     
By:    /s/ WING PO SZETO

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

                                         
   
Wing Po Szeto, President


                                       
8


S1_EX-61<PAGE>

 


                                   
EXHIBIT A


                   
ASSETS TO BE MAINTAINED IN OR TRANSFERRED

                      
TO INTERMOUNTAIN REFINING CO., INC.

 

 


1.      Land, buildings, refinery equipment,
co-generation equipment,

        inventories, cash accounts
receivable and notes receivable. Currently

        owned by Intermountain
Refining Col, Inc., Fredonia, Arizona.


2.      Kansas Gas Properties consisting
of approximately 20 natural gas wells,

        surface and subsurface
equipment, leasehold interests, and related

        accounts receivable
and accounts payable. Currently owned by Unico, Inc.


3.      Series A and Series B 7% Cumulative
Preferred Stock, Chatfield Dean Co.,

        Inc. currently owned
by Unico, Inc.


4.      Land, building and office furniture
and equipment, 1921 Bloomfield

        Blvd., Farmington, New
Mexico. Currently owned by Unico.


5.      Cash value life insurance. Currently
owned by Unico.


6.      Cash, accounts receivable (less
accounts payable), notes receivable,

        income tax refunds receivable,
and deposits owned by Unico through the

        closing date.

 


S1_EX-62<PAGE>

                                   
EXHIBIT B


                   
UNICO FORM 10-K DISCLOSURE OF NOVATION AGREEMENT


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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


    Disclosures About Segments: Also in June 1997,
the FASB issued SFAS no. 131,

"Disclosures About Segments of an Enterprise and Related Information."
This

Statement establishes standards for the way that public entities
report

information about operating segments in annual financial statements
and requires

that selected information about operating segments be reported
in interim

financial reports as well. It also establishes standards for related
disclosures

about products and services, geographic areas and major customers.
This

Statement is effective for fiscal years beginning after December
31, 1997.


NOTE Q -- STARLICON MERGER


        On February 21, 1998
the Company entered into an agreement (the

"Agreement") with Starlicon Group Inc. ("SGI") to acquire 100%
of the

outstanding stock of privately held Starlicon International Corporation
("SI").

Based in Fremont, California, SI markets computer peripherals under
the Paradise

brand name as well as certain generic computer components. The
effective date of

the transaction was to have been November 30, 1997.


        A preliminary audit of
SI's books as of November 30, 1997 revealed that

SI failed to meet certain financial criteria. As a result, the
Company notified

SGI and SI on May 20, 1998 of its unilateral rescission of the
transaction. In

addition, on May 21, 1998, the Company filed a Complaint in the
United States

District Court for the Central District of California entitled
Unico, Inc. v.

Starlicon Group Inc., Starlicon International Corporation, et al,
Case No. CV

98-3990 DT (Shx), seeking the Court's confirmation of the Company's
unilateral

rescission.


        The parties have subsequently
agreed that the Agreement executed on

February 21, 1998 did not close and are presently negotiating a
novation

agreement which, among other things, would result in a subsequent
effective date

for the merger. In connection with these negotiations, the Company
has agreed to

withdraw its Complaint upon execution of the novation agreement.

 

 

 


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

S1_EX-63<PAGE>

                                   
EXHIBIT C


                              
GUARANTY AGREEMENT


              
This Agreement ("Guaranty") is entered into and made on June ___,

1998 by and between Intermountain Refining Co. ("IRC" or "Obligee"),
a New

Mexico corporation, on the one hand, and Carol Mauer ("Mauer"),
Ike Suri

("Suri") and John Hwang ("Hwang") (collectively referred to herein
as,

"Guarantors") on the other hand.


                              
W I T N E S S E T H


              
WHEREAS, on February 21, Unico, Inc., a New Mexico corporation

("Unico") and Starlicon Group, Inc. ("SGI"), a Nevada corporation
entered into a

Stock Purchase Agreement (the "Stock Purchase Agreement"), wherein
and whereby

Unico was to acquire all of the issued and outstanding shares of
stock of

Starlicon International ("SI"), a California corporation, in exchange
for

5,476,190 shares of Unico common stock and 10,952 shares of Unico
convertible

preferred stock, convertible into 10,952,000 shares of common stock
("the

Transaction") (SGI and SI will be collectively referred to herein
as

"Starlicon";


              
WHEREAS, during the course of closing the Transaction and as part

of fulfilling the requirements of the Agreement, a dispute arose
between Unico

and Starlicon;


              
WHEREAS, on May 21, 1998, Unico filed a Complaint in the United

States District Court for the Central District of California entitled
Unico,

Inc. v. Starlicon Group, Inc., Starlicon International Corporation,
et al., Case

No. CV 98-3990 DT(SHx);


              
WHEREAS, Unico and Starlicon desired to settle and resolve their

differences and to that end entered into a Novation Agreement on
this date,

wherein and whereby, shares of IRC, a wholly owned subsidiary of
Unico may

eventually be distributed to certain shareholders of Unico;


              
WHEREAS, in order to settle the differences between Unico and

Starlicon the Novation Agreement provided in Paragraphs 14 and
16 for the

payment of certain obligations to IRC;


              
WHEREAS, it is the intent of the parties hereto to guarantee to

IRC payment of the obligations enumerated in Paragraphs 14 and
16 of the

Novation Agreement;

 


              
NOW THEREFORE, in consideration of the covenants contained

herein, and other good and valuable consideration, receipt of which
is hereby

acknowledge, the parties agree as follows:


        1.     
Obligation Guaranteed . For valuable consideration, receipt of

               
which is hereby acknowledged, the undersigned, Mauer, Suri, and

               
Hwang (hereinafter called" Guarantors") jointly and severally

               
unconditionally guarantee to IRC


                                      
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S1_EX-64<PAGE>

 

 


               
(hereinafter called "Obligee") the following obligation(s) of

               
the New Unico (as defined in Paragraph 10 of the Novation

               
Agreement (hereinafter called "the New Unico or "Obligor"): the

               
indebtedness of Obligor that arises under Paragraph 14 of the

               
Novation Agreement.

 


        2.     
Insolvency or Bankruptcy of Obligor. Guarantors jointly and

               
severally unconditionally guarantee the payment of the

               
indebtedness of Obligor that arises under Paragraph 14 of the

               
Novation Agreement and any and all indebtedness of Obligors to

               
Obligee whether or not due or payable by Obligor, upon (a) the

               
dissolution, insolvency, or business failure of, or any

               
assignment for the benefit of creditors by, or commencement of

               
any bankruptcy, reorganization, arrangement, moratorium, or

               
other debtor relief proceedings by or against Obligors or

               
Guarantors, or (b) the appointment of a receiver for, or the

               
attachment, restraint of, or making or levying of any court

               
order or legal process affecting the property of Obligors or

               
Guarantors, and jointly and severally unconditionally promise to

               
pay this indebtedness to IRC, or order, on demand, in lawful

               
money of the United States.

 


        3.     
Extent of Liability. The joint and several liability of

               
Guarantors is for the amounts set forth in Paragraph 14 of the

               
Novation Agreement, which is the principal sum. The foregoing

               
limitation, does not include interest, attorneys' fees, costs,

               
and expenses as provided in Paragraph 9 of this Guaranty. This

               
Guaranty may be terminated with regard to future transactions

               
provided Guarantors give written notice of termination to

               
Obligee. Notice shall be deemed effective as of noon of the next

               
succeeding business day following receipt of notice by Obligee.

               
No such notice shall release Guarantors, whether or not giving

               
such notice, from any liability as to any indebtedness

               
guaranteed hereunder that may be owing to or held by Obligee or

               
in which Obligee may have an interest or for which Obligee may

               
be obligated at the time of receiving notice, and all extensions

               
or renewals thereto.


                       
The liability of Guarantors under this agreement is

               
exclusive and independent of any security for or other guarantee

               
of the indebtedness of Obligors, whether executed by Guarantors

               
or any other party, and the liability of Guarantors under this

               
Guaranty is not affected or impaired by (a) any indebtedness

               
exceeding Guarantor's liability; (b) any direction of

               
application by Obligors or any other party; (c) any other

               
continuing or other guaranty, undertaking, or maximum liability

               
of Guarantors or of any other party as to the indebtedness of

               
Obligors; (d) any payment on or in reduction of any other

               
guaranty or undertaking; (e) any notice of termination of this

               
agreement as to future transactions given by, or the death or

               
termination of, or the revocation or release of any obligations

               
under this agreement of, any other of the Guarantors; or (f) any

               
payment made to the Obligee on the indebtedness that Obligee

               
repays to Obligors pursuant to court order in any bankruptcy,

               
reorganization, arrangement, moratorium, or other debtor relief

               
proceeding; Guarantors waive any right to the deferral or

               
modification of Guarantor's obligations hereunder by virtue of

               
any such proceeding.

 


                                      
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S1_EX-65<PAGE>

 

 


        4.     
Joinder of Parties. The obligations of guarantors hereunder are

               
joint and several, and independent of the obligations of

               
Obligors, and a separate action or actions may be brought and

               
prosecuted against Guarantors whether action is brought against

               
Obligors or whether Obligors be joined in any such action or

               
actions. Guarantors waive, to the fullest extent permitted by

               
law, the benefit of any statute of limitations affecting their

               
liability under this agreement or the enforcement of this

               
agreement. Any payment by Obligors or other circumstance that

               
operates to toll any statute of limitations as to Obligors shall

               
also operate to toll the statute of limitations as to

               
Guarantors. Any Guarantor who is a married person agrees that

               
recourse may be had against his or her separate property and his

               
or her share of the community property for his or her

               
obligations under this agreement.

 


        5.     
Change of Obligation. Guarantors authorize Obligee, (whether or

               
not after revocation or termination of this guaranty) without

               
notice or demand (except any notice or demand that is required

               
by statute and cannot be waived) and ,without affecting or

               
impairing their liability hereunder, from time to time to (a)

               
renew, compromise, extend, or otherwise change the time for

               
performance of, or otherwise change the terms of the obligation

               
or any part thereof; (b) take and hold security for the

               
performance of this guaranty or the obligation guaranteed, and

               
exchange, enforce, waive, and release any such security; (c)

               
apply such security and direct the order or manner of sale

               
thereof as Obligee in its discretion may determine; and (d)

               
release or substitute any one or more of the Guarantors. Obligee

               
may without notice assign this guaranty in whole or in part.

 


        6.     
Capacity and Authority of Obligors. It is not necessary for

               
Obligee to inquire into the capacity or powers of Obligors or

               
the officers, directors, partners, or agents acting or

               
purporting to act on their behalf, and any indebtedness made or

               
created in reliance on the professed exercise of those powers

               
shall be guaranteed under this agreement. If one or more of the

               
Obligors is a partnership, the words "Obligors" and

               
"indebtedness" as used in this agreement include all successor

               
partnerships and their liabilities to Obligee.

 


        7.     
Subordination. Any indebtedness of Obligors now or hereafter

               
held by Guarantors is hereby subordinated to the indebtedness of

               
Obligors to Obligee, and all such indebtedness of Obligors to

               
Guarantors, if Obligee so requests, shall be collected,

               
enforced, and received by Guarantors as trustees for Obligee and

               
be paid over to Obligee on account of the indebtedness of

               
Obligors to Obligee, without affecting or impairing in any

               
manner the liability of Guarantors under the other provisions of

               
this guaranty. Any instruments now or hereafter evidencing any

               
indebtedness of Obligors to the undersigned shall be marked with

               
a legend that they are subject to this guaranty, and, if Obligee

               
so requests, shall be delivered to Obligee.

 


                                      
-3-


S1_EX-66<PAGE>

 

 


        8.     
Waiver of Defenses. (a) Guarantors waive any right to require

               
Obligee to (1) proceed against Obligors; (2) proceed against or

               
exhaust any security held from Obligors; or (3) pursue any other

               
remedy in Obligee's power whatsoever ; (b) Guarantors waive any

               
defense based on or arising out of any defense of Obligors other

               
than payment in full of the indebtedness, including without

               
limitation any defense based on or arising out of the disability

               
of Obligors, the unenforceability of the indebtedness or any

               
part thereof from any cause, or the cessation from any cause of

               
the liability of Obligors other than payment in full of the

               
indebtedness; (c) Obligee may, at its election, foreclose on any

               
security held by Obligee by one or more judicial or non-judicial

               
sales, whether or not every aspect of any such sale is

               
commercially reasonable, or exercise any other right or remedy

               
Obligee may have against Obligors, or any security, without

               
affecting or impairing in any way the liability of Guarantors

               
under this agreement, except to the extent the indebtedness has

               
been paid; (d) Guarantor waives all rights and defenses arising

               
out of an election of remedies by Obligee;(e) Until all

               
indebtedness of Obligors to Obligee is paid in full, even though

               
that indebtedness is in excess of Guarantors' liability under

               
this agreement, Guarantors shall have no right of subrogation,

               
shall waive any right to enforce any remedy that Obligee now has

               
or may hereafter have against Obligors, and shall waive any

               
benefit of, and any right to, participation in any security now

               
or hereafter held by Obligor. Guarantors waive all presentments

               
and notices of acceptances of this guaranty; (g) Guarantors

               
assume all responsibility for keeping themselves informed of

               
Obligors' financial condition and assets, and of all other

               
circumstances bearing upon the risk of nonpayment of the

               
indebtedness and the nature, scope, and extent of the risks that

               
Guarantors assume and incur under this agreement, and agree that

               
Obligee shall have no duty to advise Guarantors of information

               
known to it regarding those circumstances or risks.

 


        9.     
Attorneys' Fees and Costs. In addition to the amounts guaranteed

               
under this agreement, Guarantors jointly and severally agree to

               
pay legal interest from the date of this Guaranty, reasonable

               
attorneys' fees and all other costs and expenses incurred by

               
Obligee in enforcing this guaranty in any action or proceeding

               
arising out of, or relating to, this guaranty.

 


        10.    
Liens and Setoffs. In addition to all liens upon, and rights of

               
setoff against the moneys, securities, or other property of

               
Guarantors, if any, given to Obligee by law, Obligee shall have

               
a lien upon and a right of setoff against all moneys,

               
securities, and other property of Guarantors now or hereafter in

               
the possession of Obligee, whether held in a general or special

               
account, or for safekeeping or otherwise; and every such lien

               
and right of setoff may be exercised without demand upon or

               
notice to Guarantors.

 


        11.    
Nonwaiver of Rights of Obligee. No right or power of Obligee

               
under this agreement shall be deemed to have been waived by any

               
act or conduct on the part of Obligee, or by any neglect to

               
exercise that right or power, or by any delay in so doing; and

               
every right or power shall continue in full force and effect

               
until specifically waived or released by an instrument in

               
writing executed by Obligee.


                                      
-4-


S1_EX-67<PAGE>

 


        12.   
Meaning of Terms. In all cases where there is but a single

              
Obligor or a single Guarantor, all words used herein in the

              
plural shall be deemed to have been used in the singular where

              
the context and construction so require; and when there is more

              
than one Obligor named herein, or when this guaranty is executed

              
by more than one Guarantor, the word "Obligors" and the word

              
"Guarantors" respectively shall mean all and any one or more of

              
them.


        13.   
Effect on Heirs and Assigns. This guaranty and the liability and

              
obligations of Guarantors under this agreement are binding upon

              
Guarantors and their respective heirs, executors, and assigns,

              
and inure to the benefit of and are enforceable by Obligor and

              
its successors, transferees, and assigns.


        14.   
Governing Law and Modification. This guaranty shall be deemed to

              
be made under, and shall be governed by, the laws of the State of

              
California in all respects, including matters of construction,

              
validity, and performance, and its terms and provisions may not

              
be waived, altered, modified, or amended except in writing duly

              
signed by an authorized officer of Obligee and by Guarantors.


        15.   
Invalidity. If any provision of this guaranty contravenes or is

              
held invalid under the laws of any jurisdiction, this guaranty

              
shall be construed as though it did not contain that provision,

              
and the rights and liabilities of the parties to this agreement

              
shall be construed and enforced accordingly.


        16.   
This Agreement may be executed in its original version or in any

              
copies, counterparts, or other duplicates, and all signatures

              
need not appear on the same document.


        17.   
A photocopy or telefax copy of this document may be used with the

              
same force and effect as an original.


              
IN WITNESS WHEREOF, the undersigned Guarantors have executed this

Guaranty on June ___, 1998.

 

 


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

Ike Suri, Guarantor                        
John Hwang, Guarantor


Address: 1601 N. Sepulveda Blvd., #243     
Address: 45541 Claret Court

         Manhattan Beach,
CA 90266                  
Fremont, CA 94539

Phone:   (310) 396-9347                    
Phone:   (510) 770-3990 x3110

SSN:     ###-##-####                       
SSN:     ###-##-####

 

 


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

Carol Maurer, Guarantor


Address: 1952 Coldwater Canyon

         Beverly Hills,
CA 90210

Phone:   (310) 859-8906

SSN:     ###-##-####


                                      
-5-

 

 


S1_EX-68<PAGE>