EXHIBIT 10.2.1

 AMENDMENT NO.1 OF NOVATION AGREEMENT


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 AMENDMENT NO. 1 OF THE NOVATION AGREEMENT

 EXECUTED JUNE 24, 1998

 


 Paragraph 12 of the Novation Agreement executed June 26, 1998
is hereby amended as follows:

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
3, 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.

 

 

 

 

 




    Nothing in this Amendment No. 1 shall affect any other
terms or conditions of the Novation Agreement executed June 26, 1998.

    This Amendment No. 1 may be executed in counterparts
and a telefax signature shall have the same force and effect as an original
signature.


                                          
                                      
Unico, Inc.


Dated:  December 1, 1998                                     
   
By:     John Hwang

                                          
                                          
John Hwang, President


Dated:  December 1, 1998                                     
    
Intermountain Refining Co., Inc.


                                          
                                        
By:     William N. Hagler

                                          
                                          
William N. Hagler, President


Dated:  December 1, 1998                                     
     
Paradise Innovations, Inc.


                                          
                                         
By:     John Hwang

                                          
                                          
 
John Hwang, President

 


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