EXHIBIT 10.1

 STOCK PURCHASE AGREEMENT

 BETWEEN

 UNICO, INC. AND STARLICON GROUP


 S1_EX-23<PAGE>


                           
STOCK PURCHASE AGREEMENT


           AGREEMENT
made as of November 30, 1997, by and between Unico, Inc., a

New Mexico corporation (UNICO); Starlicon Group, Inc., a Nevada
Corporation

("Seller or SGI"); and Starlicon International Corporation, a California

corporation ("SI").


           WHEREAS,
Seller desires to sell, and UNICO desires to purchase and

acquire from Seller all outstanding shares of SI, upon the terms
and subject to

the conditions set forth herein; and,


           WHEREAS,
SGI owns 100% of the issued and outstanding shares of SI;


           NOW,
THEREFORE, in consideration of the mutual agreements recited

herein, the parties agree as follows:

 


                                   
ARTICLE I


                          
PURCHASE AND SALE OF SHARES


           1.1
Purchase and Sale. Subject to the terms and conditions of this

Agreement, and in reliance upon the representations and warranties
set forth

herein, on the Closing Date, as defined herein, Seller will issue,
sell,

transfer and deliver to UNICO, and UNICO shall acquire from Seller,
100% of the

issued and outstanding Capital Stock of SI, free and clear of all
liens,

pledges, encumbrances, charges, and claims thereon ("the Shares").
Within 30

days thereafter the UNICO shares paid to SGI as consideration pursuant
to

Section 1.2 of this Agreement shall be distributed to the shareholders
of SGI.


           1.2
Base Purchase Price. The purchase price for the Shares shall be

an amount equal to SI's Total Revenue (defined as "Sales," less
"Sales Returns,"

(including return merchandise authorizations ("RMAs") less "Interest
Income") as

reported in SI's audited financial statements for the twelve month
period ending

November 30, 1997 ("Base Purchase Price" and "Base Total Revenue").
One-third of

the Base Purchase Price shall be paid in the form of UNICO common
stock and

two-thirds of the Base Purchase Price shall be paid in the form
of UNICO Series

A Preferred Stock. No fractional shares of either class of stock
will be issued.


           1.2.1
Unico Common Stock For the purpose of this Agreement, UNICO

common stock shall be deemed to have a value of $1.40 per share.

 

 


S1_EX-24<PAGE>

 

 


           1.2.2
Unico Series A Preferred Stock


                    
a.        Number of Shares Issued. The
number of UNICO

                              
Series A Preferred Shares to be issued pursuant

                              
to Section 1.2 of this Agreement shall be

                              
determined by multiplying the number of common

                              
shares issued pursuant to Section 1.2 times

                              
0.002.


                    
b.        The rights and preferences
of the Series A

                              
Preferred Shares are as set forth on Exhibit

                              
1.2.2


           1.3
Supplemental Purchase Price. As soon as reasonably practical

after SI's audited Total Revenue Statements for the 12 month period
ending

November 30, 1998 are available, a Supplemental Purchase Price
shall be

determined in accordance with the following formula:


               
SPP= (NTR - BTR) X0.5


                    
Where:


               
SPP= Supplemental Purchase Price in dollars


               
NTR= New Total Revenue - 12 months ending November 30, 1998

               
as defined in Section 1.2.


               
BTR= Base Total Revenue as defined in Section 1.2.


In the event the value of SPP as determined above is 0 or a negative
number, no

further payments shall be due. Payments of the Supplemental Purchase
Price, if

any, shall be in the form of shares of UNICO Series A Preferred
Stock. The

number of such shares shall be determined by the following formula:


               
Number of Preferred Shares=       SPP

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

                                         
  
(1000) x (1.4)


No fractional shares will be issued.

 


                                  
ARTICLE II


                            
ADDITIONAL TRANSACTIONS


           2.1
Confidentiality and Non-Competition Agreement. At the Closing,

UNICO and the officers of SI, will enter into an agreement with
UNICO agreeing

not to disclose to any third party (other than their attorneys,
accountants and

advisers) any confidential information relating to SI or its business,
except as

required to be disclosed by law, and agreeing not to compete with
SI for a

period of three years following the Closing Date. Such agreement


                                      
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S1_EX-25<PAGE>

 

 


shall be in form and substance reasonably satisfactory to SGI, SI

and UNICO.


           2.2
Constitution of the Board of Directors. On Closing the Board of

Directors will be satisfactory to both UNICO and Seller and will
comply as of

February 22, 1998 with the new NASD requirements under the Small
Cap Market

System.

 


                                  
ARTICLE III


                 
REPRESENTATIONS AND WARRANTIES OF SGI AND SI


           SGI,
and to the extent applicable SI, jointly make the following

representations and warranties to UNICO, each of which shall be
deemed material,

and UNICO, in executing, delivering and consummating this Agreement,
has relied

and will rely upon the correctness and completeness of each of
such

representation and warranty:


           3.1
Valid Corporate Existence; Qualifications. SGI and SI ("the

Companies") are corporations duly organized, validly existing and
in good

standing under the laws of the State of California and Nevada,
respectively.

Each of the Companies has the corporate power to carry on its business
as now

conducted and to own its assets. Each company is duly qualified
to conduct

business and is in good standing as a foreign corporation in those
jurisdictions

set forth in Exhibit 3.1, which are the only jurisdictions in which
the

Companies are required to qualify in order to own their assets
or properties or

to carry on its business as now conducted, and there has not been
any claim by

any other jurisdiction to the effect that either Company is required
to qualify

or otherwise be authorized to do business as a foreign corporation
therein which

could reasonably be expected to have a materially adverse effect
upon the

business of SI. The copies of the Companies' Certificates of Incorporation

(certified by the Corporation's secretary), as amended to date,
which have been

exhibited to UNICO with respect to SGI and delivered to UNICO with
respect to

SI, are true and complete copies of those documents as now in effect.
The minute

books of SGI and SI contain accurate records of all material meetings
of its

Board of Directors, Executive Committee of the Board, if any, and
shareholders

since its incorporation, and accurately reflect all transactions
authorized

therein.


           3.2
Capitalization. The authorized capital stock of SI consists of

1,000 shares of Common Stock, no par value, of which 1,000 shares
of Common

Stock are issued and outstanding. All of such shares of Common
Stock are duly

authorized and validly issued and outstanding, fully paid and non
assessable.


           3.3
Subsidiaries. Except as set forth in Exhibit 3.3, there are no

corporations, partnerships and other business entities controlled
by SI. As used

herein, "controlled by" means (i) the


                                      
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S1_EX-26<PAGE>

 

 


ownership of not less than 50% of the voting securities or other
interests of a

corporation, partnership or other business entity, or (ii) the
possession,

directly or indirectly, of the power to direct or cause the direction
of the

management and policies of a corporation, partnership or other
business entity,

whether through the ownership of voting shares, by contract or
otherwise.


           3.4
Consents. All requisite consents of governmental and other

regulatory agencies, foreign or domestic, and of other parties
required to be

received by or on the part of SGI and/or SI to enable them to enter
into and

carry out this Agreement in all material respects have been, or
prior to the

Closing will have been, obtained.


           3.5
Corporate Authority; Binding Nature of Agreement; Title to

Shares. SGI and SI have the corporate power to enter into this
Agreement and to

carry out their respective obligations hereunder. The execution
and delivery of

this Agreement and the consummation of the transactions contemplated
hereby have

been duly authorized by their Boards of Directors and, except for
the approval

of SGI's shareholders, no other corporate proceedings on the part
of SGI or SI

are necessary to authorize the execution and delivery of this Agreement
and the

consummation of the transactions contemplated hereby. This Agreement
constitutes

Sellers valid and binding obligation and is enforceable in accordance
with its

terms. At the Closing, SGI will be the sole record and beneficial
owner of the

Shares, free and clear of all manner of liens, charges, encumbrances,
and

claims, will have good and marketable title to the Shares, and
will have, the

absolute and unqualified right to sell, transfer and deliver such
Shares to

UNICO. The delivery of the Shares to UNICO at the Closing pursuant
to the

provisions of this agreement will transfer valid title thereto,
free and clear

of all manner of liens, charges, encumbrances and claims.


           3.6
Financial Statements. The books of accounts of SI, taken as a

whole, fairly reflect its income, expenses, assets and liabilities
in all

material respects. The unaudited financial statements of SI for
the period

ending November 30, 1997 fairly present the financial position
of SI as of said

date and the results of their operations for such period and were
prepared in

conformity with generally accepted accounting principles. Such
financial

statements will be audited within sixty (60) days following the
Closing Date.


           3.7
Liabilities. As at November 30, 1997 (the "Balance Sheet Date"),

SI had no material debts, liabilities or obligations, contingent
or absolute,

other than those debts, liabilities and obligations reflected or
reserved

against on SI's balance sheet as at November 30, 1997 (the "Balance
Sheet") or

in the footnotes thereto or in the exhibits to this Agreement.


           3.8 
Action Since Balance Sheet Date.  Except as otherwise

expressly provided or set forth in, or required by this Agreement,


                                      
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S1_EX-27<PAGE>

 

 


since the Balance Sheet date, SI has not (and will not have as of
the Closing

Date): (i) issued or sold, or agreed to issue or sell any of its
capital stock,

options, warrants, rights or calls to purchase such stock, any
securities

convertible or exchangeable into such capital stock or other corporate

securities, or effected any subdivision or other recapitalization
affecting its

capital stock; (ii) incurred any material obligation or liability,
absolute or

contingent, except those arising in the ordinary and usual course
of its

business; (iii) discharged or satisfied any lien or encumbrances,
except in the

ordinary and usual course of business, or paid or satisfied any
liability,

absolute or contingent, other than liabilities as of the Balance
Sheet Date and

current liabilities incurred since the Balance Sheet Date in the
ordinary and

usual course of business; (iv) made any wage or salary increases
or granted any

bonuses other than wage and salary increases and bonuses granted
in accordance

with its normal salary increase and bonus policies; (v) mortgaged,
pledged or

subjected to any lien or other encumbrance any of its properties
or assets, or

permitted any of its property or assets to be subjected to any
liens or other

encumbrance, except in the ordinary and usual course of business;
(vi) sold,

assigned or transferred any of its properties or assets, except
in the ordinary

and usual course of business; (vii) entered into any transaction
except in the

ordinary and usual course of business; (viii) waived any rights
of substantial

value, or canceled, modified or waived any indebtedness for borrowed
money held

by it, except in the ordinary and usual course of business; (ix)
declared, paid

or set aside any dividends or other distributions or payments on
its capital

stock, or redeemed or repurchased, or agreed to redeem or repurchase,
any shares

of its capital stock; (x) made any loans or advances to any person,
or assumed,

guaranteed, endorsed or otherwise became responsible for the obligations
of any

person; or (xi) incurred any indebtedness for borrowed money (except
for

endorsement, for collection or deposit of negotiable instruments
received in the

ordinary and usual course of business).


           3.9
Adverse Developments. Except as otherwise expressly provided or

set forth in, or required by, this Agreement, since the Balance
Sheet Date,

there have been no changes in the properties, operations or financial
condition

of SI, and no event has occurred other than in the ordinary and
usual course of

business which could be reasonably expected to have a materially
adverse effect

upon the business of SI, SI and SGI do not know of any development
or threatened

development of a nature that is, or which could be reasonably expected
to have a

materially adverse effect upon the business of SI or upon any of
its assets or

properties, including, without limitation, the loss of any licenses
or permits,

suppliers, customers or employees, which loss would be of a materially
adverse

nature. This representation will also be true on the Closing date.


           3.10
Taxes. All taxes, including, without limitation, income,

property, sales, use, franchise, capital stock, excise, added value,
employee's

income withholding, social security and


                                      
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S1_EX-28<PAGE>

 

 


unemployment taxes imposed by the United States, any state or any
foreign

county, or by any other taxing authority, which have or may have
become due or

payable by SI and all interest and penalties thereon, whether disputed
or not,

have been paid in full or adequately provided for by reserves shown
in its books

of account; all deposits required by law to be made by SI with
respect to

estimated income, franchise and employees' withholding taxes have
been duly

made; and all tax returns, including estimated tax returns, required
to be filed

have been duly filed. No extension of time for the assessment of
deficiencies

for any year is in effect. No deficiency is proposed or, to the
knowledge of SGI

or SI, threatened against SI.


           3.11
Ownership of Assets. SI owns outright, and has good and

marketable title to all of its assets, properties and business
(including all

assets reflected in the Balance Sheet, except as the same may have
been disposed

of in the ordinary course of business since the Balance Sheet Date),
free and

clear of all liens, mortgages, pledges, conditional sales agreements,

restrictions on transfer or other encumbrances or charges, except
those listed

on Exhibit 3.11. Exhibit 3.11 sets forth a true and complete list
and brief

description of all patents, copyrights, trademarks, trade names
and other

similar intangible assets which are either owned by SI or in which
SI has an

interest. Except as set forth in Exhibit 3.11, no other person,
firm or

corporation has any proprietary or other interest in any such intangible
assets.

Such assets so owned or leased are, in the reasonable business
judgment of SGI

and/or SI, sufficient to permit SI to conduct its business as now
conducted.

Except as set forth in Exhibit 3.11, SI is not a party to or bound
by any

license or agreement requiring the payment to any person, firm
or corporation of

any royalty. SGI and SI do not know, or have reasonable grounds
to know of, any

violation by others of the trademark, trade name or patent rights
of SI. SI is

not infringing upon any patent, copyright, trade name or trademark
or otherwise

violating the rights of any third party with respect thereto, and
no proceedings

have been instituted or, to the knowledge of SGI and SI are threatened,
and no

claim has been received by SGI or SI alleging any such violation.


           3.12
Insurance. Exhibit 3.12 sets forth a list and brief description

of all policies of fire, liability and other forms of insurance
held by SI as of

the date hereof. Except as set forth in Exhibit 3.12, such policies
are valid,

outstanding and enforceable policies, as to which premiums have
been paid

currently. Except as set forth in said Exhibit 3.12, neither SGI,
nor SI, know

of any state of facts, or of the occurrence of any event which
might reasonably

or form the basis for any claim against SI not fully covered by
insurance for

liability on account of any express or implied warranty or tortious
omission or

commission.


           3.13
Litigation, Compliance with Law. Except as set forth in Exhibit

3.13, there are no actions, suits, proceedings or governmental
investigations

relating to SI or to any of its


                                      
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S1_EX-29<PAGE>

 

 


properties, assets or business pending or, to the knowledge of SGI
or SI,

threatened, or any order, injunction, award or decree outstanding
against SI or

against or relating to any of its respective properties, assets
or business; and

SGI and SI know of no basis for any such action, suits or proceedings
within the

past two years or any such governmental investigation, orders,
injunctions or

decrees. SI is in not in violation of any law, regulation, ordinance,
order,

injunction, decree, award or other requirement of any governmental
body, court

or arbitrator relating to its properties, assets or business which
could be

reasonably expected to have a materially adverse effect upon the
business of SI.


           3.14
Real Property. Exhibit 3.14 sets forth a brief description of

all real property which is owned by, or leased to SI. SI owns outright
the fee

simple title in and to the real properties shown on said Exhibit
3.14 as being

owned by SI, free and clear of all claims, liens, mortgages, charges,
or

encumbrances of any nature whatsoever, except as otherwise described
in Exhibit

3.14. The real property leases described in Exhibit 3.14 that relate
to the

leased properties described therein are now in full force and effect,
and all

amounts payable thereunder have been paid. Except as set forth
in Exhibit 3.14,

none of such leases could reasonably be expected to result in material
liability

for restoration of premises. All uses of such owned or leased property
by SI

conform, in all material respects, to all applicable building and
zoning

ordinances, laws, and regulations and, in the case of leased property,
to all

terms of the leases relating thereto.


           3.15
Agreements and Obligations, Performance. Except as listed and

briefly described in Exhibit 3.15 (the "Listed Agreements") SI
, is not a party

to, or bound by any: (i) written or oral agreement or other contractual

commitment, understanding or obligation which involves aggregate
payments or

receipts in excess of $5,000 that cannot be canceled on thirty
(30) days or less

notice without penalty; (ii) contract, arrangement, commitment
or understanding

with its customers or any officer, employee, shareholder, director,

representative or agent thereof for the repurchase of products,
sharing of fees,

the rebating of charges to such customers, bribes, kickbacks from
such customers

or other similar arrangements; (iii) contract for the purchase
or sale of any

materials, products or supplies for a fixed term; (iv) contract
of employment

with any officer or employee not terminable at will without penalty
or premium

or any continuing obligation of liability; (v) deferred compensation,
bonus or

incentive plan or agreement not cancelable at will without penalty
or premium or

any continuing obligation or liability; (vi) management or consulting
agreement

not terminable at will without penalty or premium or any continuing
obligation

or liability; (vii) lease for real or personal property (including
borrowings

thereon), license or royalty agreement; (viii) union or other collective

bargaining agreement; (ix) agreement, commitment or understanding
relating to

indebtedness for borrowed money; (x) contract which, by its terms,


                                      
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S1_EX-30<PAGE>

 

 


requires the consent of any party thereto to the consummation of
the

transactions contemplated hereby; (xi) contract containing covenants
limiting

the freedom of SI to engage or compete in any line or business
with any person

in any geographical area; (xii) contract or option relating to
the acquisition

or sale of any business; (xiii) voting trust agreement or similar
shareholders'

agreement; (xiv) other contract, agreement, commitment or understanding
which

materially affects any of SI's properties, assets or business,
whether directly

or indirectly, or which was entered into other than in the ordinary
course of

business. A true and correct copy of each of the written Listed
Agreements has

been delivered to UNICO. SI has in all material respects performed
all

obligations required to be performed by it to date under all of
the Listed

Agreements, is not in default in any material respect under any
of the Listed

Agreements and has received no notice of any default or alleged
default

thereunder which has not heretofore been cured or which notice
has not

heretofore been withdrawn. SGI and SI know of no material default
under any of

the Listed Agreements by any other party thereto or by any other
person, firm or

corporation bound thereunder.


           3.16
Condition of Assets. All machinery and equipment regularly used

by SI in the conduct of its business is in operating condition
and repair,

ordinary wear and tear excepted. The inventories of SI are substantially
in

usable and saleable condition and in reasonable balance, and such
inventory in

the aggregate is saleable at least at the value at which it is
carried on SI's

books.


           3.17
Accounts Receivable. To the knowledge of SGI and SI, all of the

accounts receivable reflected in the books of account of SI are
valid and arose

in the ordinary course of its business, from the sale of services
or goods, and

SGI and SI do not know, or have reason to know, of any valid defense
or right of

set-off to the rights of SI to collect such accounts receivable
in the full

amounts shown on such books of account less any reserves on the
Balance Sheet.


           3.18
Permits and Licenses. Exhibit 3.18 sets forth all permits,

licenses, orders, franchises and approvals from all federal, state,
local and

foreign governmental regulatory bodies held by SI. SI has all permits,
license,

orders and approvals of all federal, state, local and foreign governmental
or

regulatory bodies required of it to carry on its business as presently

conducted; all such permits, licenses, orders, franchises and approvals
are in

full force and effect, and to the knowledge of SGI and SI, no suspension
or

cancellation of any of such permits, licenses, etc., is threatened;
and SI is in

compliance in all material respects with all requirements, standards
and

procedures of the federal, state, local and foreign governmental
bodies which

have issued permits, licenses, orders, franchises and approvals.
Exhibit 3.18

also sets forth a brief description of all motor vehicles owned
or leased by SI

and the state of title thereof.


                                      
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S1_EX-31<PAGE>

 

 


           3.19
Banking Arrangements. Exhibit 3.19 sets forth the name of each

bank in or with which SI has an account, credit line or safety
deposit box, and

a brief description of each such account, credit line or safety
deposit box

including the names of all persons currently authorized to draw
thereon or

having access thereto, and the names of all persons, if any, now
holding powers

of attorney from SI and a summary statement of the terms thereof.


           3.20
Interest in Assets. Except as set forth in Exhibit 3.20, neither

SGI nor any of SI's shareholders or affiliates, owns any property
or rights,

tangible or intangible, used in or related, directly or indirectly,
to the

business of SI.


           3.21
Salary Information. Exhibit 3.21 contains a list of the names

and current salary rates of and bonus commitments to all present
officers of SI,

and the names and current annual salary rates of all other persons
employed by

SI whose annual salaries exceed $25,000.00.


           3.22
Employee Benefit Plans. SI maintains no "pension" and "welfare"

benefit plans (within the respective meanings of sections 3(2)
and 3(1) of the

Employee Retirement Income Security Act of 1974, as amended ("ERISA")),
nor does

it make employer contributions with respect to its employees. SI
acquired no

such plans and assumed no such contribution obligations in connection
with the

acquisition of its existing business.


           3.23
No Breach. Neither the execution and delivery of this Agreement

by SGI and/or SI nor compliance by SGI and/or SI with any of the
provisions

hereof nor the consummation of the transactions contemplated hereby,
will:


                   
(a) violate or conflict with any provision of the

Certificate of Incorporation or By-Laws of SGI or SI;


                   
(b) violate, or with the passage of time, result in the

material breach or termination of, or otherwise give any contracting
party the

right to terminate, or declare a material default under, the terms
of any

agreement or other document or undertaking, oral or written to
which SGI or SI

is a party or by which either its properties or assets may be bound
(except for

such violations, conflicts, breaches or defaults as to which required
waivers or

consents by other parties have been, or will, prior to the Closing,
be,

obtained);


                   
(c) result in the creation of any lien, security interest,

charge or encumbrance upon any of the properties or assets of SI
pursuant to the

terms of any such agreement or instrument;


                   
(d) violate any judgment, order, injunction, decree or award

against, or binding upon, SGI or SI or upon their respective properties
or

assets; or


                                      
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S1_EX-32<PAGE>

 

 


                   
(e) violate any law or regulation of any jurisdiction

relating to SGI or SI or any of their respective securities, assets
or

properties.


           3.24
Brokers. All negotiations relative to this Agreement and the

transactions contemplated hereby have been carried on directly
between SGI and

UNICO without the intervention of any broker, finder, investment
banker or other

third party except one party, to be paid by SGI, and another party,
to be paid

by UNICO. Except for such parties, neither UNICO or SGI have engaged,
consented

to, or authorized any broker, finder, investment banker or other
third party to

act on its behalf, directly or indirectly, as a broker or finder
in connection

with the transaction contemplated by this Agreement.


           3.25
Labor Discussions. Except with respect to the agreements listed

in Exhibit 3.15 pursuant to Section 3.15(viii), SI is not, and
has not, during

the past three years, been involved in any labor discussions with
any unit or

group seeking to become the bargaining unit for any of its employees.
With

respect to said Agreements, Exhibit 3.15 sets forth a description
of the status

thereof, including any demands or proposals with respect to the
renewal,

extension or replacement thereof.


           3.26
Change of Name. SI has not conducted business under any name

during the past three (3) years except those set forth on Exhibit
3.26.


           3.27
Backlog. Exhibit 3.27 sets forth as of November 30, 1997 the

name, aggregate contract price, revenues received to date and balance
remaining

upon all orders then in progress or under contract. The aggregate
backlog of SI

as at November 30, 1997 is set forth in Exhibit 3.27.


           3.28
Environmental. Except as previously disclosed or set forth on

Exhibit 3.28, neither SI nor any previous owner, tenant, occupant
or user of any

real property of SI, used, generated, manufactured, installed,
released,

discharge, stored or disposed of any "Hazardous Materials," as
defined below,

on, under, in or about the side of any such property. The term
"Hazardous

Materials" shall mean any waste material which is regulated by
any state or

local governmental authority in the states in which SI and its
subsidiaries, if

any, conduct business, or the United States Government, including,
but not

limited to, any material or substance which is (i) defined as a
"hazardous

waste," "hazardous material," "hazardous substance," "extremely
hazardous

waste," or "restricted hazardous waste" under any provision of
California Law,

(ii) petroleum, (iii) asbestos, (iv) designated as a "hazardous
substance"

pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 1251
et seq. (33

U.S.C. 1321) or listed pursuant to Section 307 of the Clean Water
Act (33 U.S.C.

1317), (v) defined as a "hazardous waste" pursuant to Section 1004
of the

Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.
(42 U.S.C.


                                     
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S1_EX-33<PAGE>

 

 


6903), or (vi) defined as a "hazardous substance" pursuant to Section
101 of the

Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C.

6901 et seq. (42 U.S.C. 9601). The current operations of SI and
its current and

past use comply and then complied; with all applicable laws and
governmental

regulations including all applicable federal, state and local laws,
ordinances,

and regulations pertaining to air and water quality, Hazardous
Materials, waste,

disposal or other environmental matters, including the Clean Water
Act, the

Clean Air Act, the Federal Water Pollution Control Act, the Solid
Waste Disposal

Act, the Resource Conservation Recovery Act, the Comprehensive
Environmental

Response, Compensation and Liability Act, and the statutes, rules,
regulations

and ordinances of the state, city and country in which such property
is located.

All sewage and waste discharge at such property is and has been
discharged in

compliance with applicable federal, state and local law. No wells
of any kind

which may exist on such property have or have been receiving any
discharges.

There are no underground storage tanks of any kind at any such
property.


           3.29
Untrue or Omitted Facts. No representation, warranty or

statement by SGI or SI in this Agreement contains any untrue statement
of a

material fact, or omits or will omit to state a fact necessary
in order to make

such representations, warranties or statements not materially misleading.

Without limitation of the foregoing, there is no fact known to
SGI or SI, that

has had, or which may be reasonably expected to have, a materially
adverse

effect on SI or any of its assets, properties and business and
that has not been

disclosed in writing to UNICO.

 


                                  
ARTICLE IV


                    
REPRESENTATIONS AND WARRANTIES OF UNICO


              
UNICO makes the following representations and warranties to SGI,

each of which shall be deemed material, and SGI, in executing this
Agreement,

has relied and will rely on the correctness and completeness of
such

representations and warranties:


           4.1
Valid Corporate Existence; Qualification. UNICO is a corporation

duly organized, validly existing and in good standing under the
laws of the

State of New Mexico. UNICO has the corporate power to carry on
its business as

now conducted and to own its assets. UNICO is duly qualified to
conduct business

and is in good standing as a foreign corporation in those jurisdictions
set

forth in Exhibit 4.1, which are the only jurisdictions in which
UNICO is

required to qualify in order to own its assets or properties or
to carry on its

business as now conducted, and there had not been any claim by
any other

jurisdiction to the effect that UNICO is required to qualify or
otherwise be

authorized to do business as a foreign corporation therein which
could

reasonably be expected to


                                     
-11-

 

 

 


S1_EX-34<PAGE>

 

 


have a materially adverse effect upon the business of UNICO. The
copies of

UNICO's Certificate of Incorporation (certified by the Secretary
of State of New

Mexico) and By-Laws (certified by UNICO's secretary), as amended
to date, which

have been delivered to SGI, are true and complete copies of those
documents as

now in effect. The minute books of UNICO contain accurate records
of all

material meetings of its Board of Directors, Executive Committee
of the Board,

if any, and shareholders since its incorporation, and accurately
reflect all

transactions authorized therein.


           4.2
Capitalization. The authorized capital stock of UNICO consists of

50,000,000 shares of Common Stock, par value $.20 per share, and
8,000,000

shares of Preferred Stock of which 986,590 shares of Common Stock
are issued and

outstanding. None of the Preferred Shares are issued and outstanding.
All of

such shares of Common Stock and Preferred Stock are duly authorized
and, in the

case of the Common Stock, validly issued and outstanding, fully
paid and

nonassessable. Except as set forth on Exhibit 4.2, there are no
subscriptions,

options, warrants, rights or calls or other commitments or agreements
to which

UNICO is a party or by which any person is bound, calling for the
issuance,

transfer, sale or other disposition of securities of UNICO convertible
or

exchangeable, actually or contingently, into shares of Common Stock
or any other

securities of UNICO.


           4.3
Subsidiaries. Except as set forth on Exhibit 4.3, there are no

corporations, partnerships and other business entities controlled
by UNICO. As

used herein, "controlled by" has the meaning set forth in Section
3.3 of this

Agreement.


           4.4
Consents. The consent of all requisite governmental and other

regulatory agencies, foreign or domestic, and of other parties
required to be

received by, or on the part of UNICO to enable it to enter into
and carry out

this Agreement, have been, or prior to the Closing will have been,
obtained.


           4.5
Corporate Authority; Binding Nature of Agreement; Title to

Shares. UNICO has the corporate power to enter into this Agreement
and to carry

out its obligations hereunder. The execution and delivery of this
Agreement and

the consummation of the transactions contemplated hereby have been
duly

authorized by its Board of Directors and no other corporate proceedings
on the

part of UNICO are necessary to authorize the execution and delivery
of this

Agreement and the consummation of the transactions contemplated
hereby. This

Agreement constitutes UNICO's valid and binding obligation and
is enforceable in

accordance with its terms. At the Closing, UNICO will have the
absolute and

unqualified right to issue, transfer and deliver its common and
preferred shares

to SGI. The delivery of the Common and Preferred Stock to SGI at
the Closing

pursuant to the provisions of this Agreement will transfer valid
title thereto,

free and clear of all manner of liens, charges, encumbrances and
claims.

 


                                     
-12-

 

 


S1_EX-35<PAGE>

 

 


           4.6
Financial Statements. The books of accounts of UNICO taken as a

whole, fairly reflect its income, expenses, assets and liabilities
in all

material respects. The unaudited financial statements of UNICO
for the period

ending November 30, 1997 fairly present the financial position
of UNICO as of

said date and the results of its operations for such period and
were prepared in

conformity with generally accepted accounting principles. Such
financial

statements will be audited within sixty (60) days following the
end of UNICO's

fiscal year ending February 28, 1998.


           4.7
Liabilities. Except as set forth in Exhibit 4.7, as of November

30, 1997 (the "Balance Sheet Date"), UNICO had no material debts,
liabilities or

obligations, contingent or absolute, other than those debts, liabilities
and

obligations reflected or reserved against on UNICO's balance sheet
as at

November 30, 1997 (the "Balance Sheet Date") or in the footnotes
thereto or in

the exhibits to this Agreement.


           4.8
Action Since Balance Sheet Date. Except as otherwise expressly

provided or set forth in, or required by this Agreement, since
the Balance Sheet

date, UNICO has not (and will not have as of the Closing Date):
(i) issued or

sold, or agreed to issue or sell any of its capital stock, options,
warrants,

rights or calls to purchase such stock, any securities convertible
or

exchangeable into such capital stock or other corporate securities,
or effected

any subdivision or other recapitalization affecting its capital
stock; (ii)

incurred any material obligation or liability, absolute or contingent,
except

those arising in the ordinary and usual course of its business;
(iii) discharged

or satisfied any lien or encumbrances, except in the ordinary and
usual course

of business, or paid or satisfied any liability, absolute or contingent,
other

than liabilities as of the Balance Sheet Date and liabilities incurred
since the

Balance Sheet Date in the ordinary and usual course of business;
(iv) made any

wage or salary increases or granted any bonuses other than wage
and salary

increases and bonuses granted in accordance with its normal salary
increase and

bonus policies; (v) mortgaged, pledged or subjected to any lien
or other

encumbrance any of its properties or assets, or permitted any of
its property or

assets to be subjected to any liens or other encumbrance, except
in the ordinary

and usual course of business; (vi) sold, assigned or transferred
any of its

properties or assets, except in the ordinary and usual course of
business; (vii)

entered into any transaction except in the ordinary and usual course
of

business; (viii) waived any rights of substantial value, or canceled,
modified

or waived any indebtedness for borrowed money held by it, except
in the ordinary

and usual course of business; (ix) declared, paid or set aside
any dividends or

other distributions or payments on its capital stock, or redeemed
or

repurchased, or agreed to redeem or repurchase, any shares of its
capital stock;

(x) made any loans or advances to any person, or assumed, guaranteed,
endorsed

or otherwise became responsible for the obligations of any person;
or (xi)

incurred any indebtedness for borrowed money (except for endorsement,
for

collection or


                                     
-13-

 

 


S1_EX-36<PAGE>

 

 


deposit of negotiable instruments received in the ordinary and usual
course of

business).


           4.9
Adverse Developments. Except as otherwise expressly provided or

set forth in, or required by, this Agreement, since the Balance
Sheet Date,

there have been no changes in the properties, operations or financial
condition

of UNICO, and no event has occurred other than in the ordinary
and usual course

of business which could be reasonably expected to have a materially
adverse

effect upon the business of UNICO, and UNICO does not know of any
development or

threatened development of a nature that is, or which could be reasonably

expected to have a materially adverse effect upon the business
of UNICO or upon

any of its assets or properties, including, without limitation,
the loss of any

licenses or permits, suppliers, customers or employees, which loss
would be of a

materially adverse nature. This representation will also be true
on the Closing

date.


           4.10
Taxes. All taxes, including, without limitation, income,

property, sales, use, franchise, capital stock, excise, added value,
employee's

income withholding, social security and unemployment taxes imposed
by the United

States, any state or any foreign county, or by any other taxing
authority, which

have or may have become due or payable by UNICO and all interest
and penalties

thereon, whether disputed or not, have been paid in full or adequately
provided

for by reserves shown in its books of account; all deposits required
by law to

be made by UNICO with respect to estimated income, franchise and
employees'

withholding taxes have been duly made; and all tax returns, including
estimated

tax returns, required to be filed have been duly filed. No extension
of time for

the assessment of deficiencies for any year is in effect. No deficiency
is

proposed or, to the knowledge of UNICO, threatened against UNICO.


           4.11
Ownership of Assets. UNICO owns outright, and has good and

marketable title to all of its assets, properties and business
(including all

assets reflected in the Balance Sheet, except as the same may have
been disposed

of in the ordinary course of business since the Balance Sheet Date),
free and

clear of all liens, mortgages, pledges, conditional sales agreements,

restrictions on transfer or other encumbrances or charges, except
those listed

on Exhibit 4.11. Exhibit 4.11 sets forth a true and complete list
and brief

description of all patents, copyrights, trademarks, trade names
and other

similar intangible assets which are either owned by UNICO or in
which UNICO has

an interest. Except as set forth in Exhibit 4.11, no other person,
firm or

corporation has any proprietary or other interest in any such intangible
assets.

Such assets so owned or leased are, in the reasonable business
judgment of

UNICO, sufficient to permit UNICO to conduct its business as now
conducted.

Except as set forth in Exhibit 4.11, UNICO is not a party to or
bound by any

license or agreement requiring the payment to any person, firm
or corporation of

any royalty. UNICO does not know, or have reasonable grounds to
know of, any

violation by


                                     
-14-

 


S1_EX-37<PAGE>

 

 


others of the trademark, trade name or patent rights of UNICO. UNICO
is not

infringing upon any patent, copyright, trade name or trademark
or otherwise

violating the rights of any third party with respect thereto, and
no proceedings

have been instituted or, to the knowledge of UNICO are threatened,
and no claim

has been received by UNICO alleging any such violation.


           4.12
Insurance. Exhibit 4.12 sets forth a list and brief description

of all policies of fire, liability and other forms of insurance
held by UNICO as

of the date hereof. Except as set forth in Exhibit 4.12, such policies
are

valid, outstanding and enforceable policies, as to which premiums
have been paid

currently. Except as set forth in said Exhibit 4.12, UNICO does
not know of any

state of facts, or of the occurrence of any event which might reasonably
form

the basis for any claim against UNICO not fully covered by insurance
for

liability on account of any express or implied warranty or tortious
omission or

commission.


           4.13
Litigation, Compliance with Law. Except as set forth in Exhibit

4.13, there are no actions, suits, proceedings or governmental
investigations

relating to UNICO or to any of its properties, assets or business
pending or, to

the knowledge of UNICO, threatened, or any order, injunction, award
or decree

outstanding against UNICO or against or relating to any of its
respective

properties, assets or business; and UNICO knows of no basis for
any such action,

suits or proceedings within the past two years or any such governmental

investigation, orders, injunctions or decrees. UNICO is in not
in violation of

any law, regulation, ordinance, order, injunction, decree, award
or other

requirement of any governmental body, court or arbitrator relating
to its

properties, assets or business which could be reasonably expected
to have a

materially adverse effect upon the business of UNICO.


           4.14
Real Property. Exhibit 4.14 sets forth a brief description of

all real property which is owned by, or leased to UNICO. UNICO
owns outright the

fee simple title in and to the real properties shown on said Exhibit
4.14 as

being owned by UNICO, free and clear of all claims, liens, mortgages,
charges,

or encumbrances of any nature whatsoever, except as otherwise described
in

Exhibit 4.14. The real property leases described in Exhibit 4.14
that relate to

the leased properties described therein are now in full force and
effect, and

all amounts payable thereunder have been paid. Except as set forth
in Exhibit

4.14, none of such leases could reasonably be expected to result
in material

liability for restoration of premises. All uses of such owned or
leased property

by UNICO conform, in all material respects, to all applicable building
and

zoning ordinances, laws, and regulations and, in the case of leased
property, to

all terms of the leases relating thereto.


           4.15
Agreements and Obligations, Performance. Except as listed and

briefly described in Exhibit 4.15 (the "Listed Agreements") UNICO
is not a party

to, or bound by any: (i) written


                                     
-15-

 


S1_EX-38<PAGE>

 

 


or oral agreement or other contractual commitment, understanding
or obligation

which involves aggregate payments or receipts in excess of $5,000
that cannot be

canceled on thirty (30) days or less notice without penalty; (ii)
contract,

arrangement, commitment or understanding with its customers or
any officer,

employee, shareholder, director, representative or agent thereof
for the

repurchase of products, sharing of fees, the rebating of charges
to such

customers, bribes, kickbacks from such customers or other similar
arrangements;

(iv) contract for the purchase or sale of any materials, products
or supplies

for a fixed term; (v) contract of employment with any officer or
employee not

terminable at will without penalty or premium or any continuing
obligation of

liability; (vi) deferred compensation, bonus or incentive plan
or agreement not

cancelable at will without penalty or premium or any continuing
obligation or

liability; (vii) management or consulting agreement not terminable
at will

without penalty or premium or any continuing obligation or liability;
(viii)

lease for real or personal property (including borrowings thereon),
license or

royalty agreement; (ix) union or other collective bargaining agreement;
(x)

agreement, commitment or understanding relating to indebtedness
for borrowed

money; (xi) contract which, by its terms, requires the consent
of any party

thereto to the consummation of the transactions contemplated hereby;
(xii)

contract containing covenants limiting the freedom of UNICO to
engage or compete

in any line or business with any person in any geographical area;
(xiii)

contract or option relating to the acquisition or sale of any business;
(xiv)

voting trust agreement or similar shareholders' agreement; (xv)
other contract,

agreement, commitment or understanding which materially affects
any of UNICO's

properties, assets or business, whether directly or indirectly,
or which was

entered into other than in the ordinary course of business. A true
and correct

copy of each of the written Listed Agreements has been delivered
to SGI. UNICO

has in all material respects performed all obligations required
to be performed

by it to date under all of the Listed Agreements, is not in default
in any

material respect under any of the Listed Agreements and has received
no notice

of any default or alleged default thereunder which has not heretofore
been cured

or which notice has not heretofore been withdrawn. UNICO knows
of no material

default under any of the Listed Agreements by any other party thereto
or by any

other person, firm or corporation bound thereunder.


           4.16
Condition of Assets. All machinery and equipment regularly used

by UNICO in the conduct of its business is in operating condition
and repair,

ordinary wear and tear excepted. The inventories of UNICO are substantially
in

usable and saleable condition and in reasonable balance, and such
inventory in

the aggregate is saleable at least at the value at which it is
carried on

UNICO's books.


           4.17
Accounts Receivable. To the knowledge of UNICO, all of the

accounts receivable reflected in the books of account of UNICO
are valid and

arose in the ordinary course of its business, from


                                     
-16-

 


S1_EX-39<PAGE>

 

 


the sale of services or goods, and UNICO does not know, or have
reason to know,

of any valid defense or right of set-off to the rights of UNICO
to collect such

accounts receivable in the full amounts shown on such books of
account less any

reserves on the Balance Sheet.


           4.18
Permits and Licenses. Exhibit 4.18 sets forth all permits,

licenses, orders, franchises and approvals from all federal, state,
local and

foreign governmental regulatory bodies held by UNICO. UNICO has
all permits,

license, orders and approvals of all federal, state, local and
foreign

governmental or regulatory bodies required of it to carry on its
business as

presently conducted; all such permits, licenses, orders, franchises
and

approvals are in full force and effect, and to the knowledge of
UNICO, no

suspension or cancellation of any of such permits, licenses, etc.,
is

threatened; and UNICO is in compliance in all material respects
with all

requirements, standards and procedures of the federal, state, local
and foreign

governmental bodies which have issued permits, licenses, orders,
franchises and

approvals. Exhibit 4.18 also sets forth a brief description of
all motor

vehicles owned or leased by UNICO and the state of title thereof.


           4.19
Banking Arrangements. Exhibit 4.19 sets forth the name of each

bank in or with which UNICO has an account, credit line or safety
deposit box,

and a brief description of each such account, credit line or safety
deposit box

including the names of all persons currently authorized to draw
thereon or

having access thereto, and the names of all persons, if any, now
holding powers

of attorney from UNICO and a summary statement of the terms thereof.


           4.20
Interest in Assets. Except as set forth in Exhibit 4.20, none of

UNICO'S officers, directors, or shareholders of greater than 5%
of the

outstanding shares, owns any property or rights, tangible or intangible,
used in

or related, directly or indirectly, to the business of UNICO.


           4.21
Salary Information. Exhibit 4.21 contains a list of the names

and current salary rates of and bonus commitments to all present
officers of

UNICO, and the names and current annual salary rates of all other
persons

employed by UNICO whose annual salaries exceed $25,000.00.


           4.22
Employee Benefit Plans. Except as set forth in Exhibit 4.22,

UNICO maintains no "pension" and "welfare" benefit plans (within
the respective

meanings of sections 3(2) and 3(1) of the Employee Retirement Income
Security

Act of 1974, as amended ("ERISA")), nor does it make employer contributions
with

respect to its employees. UNICO acquired no such plans and assumed
no such

contribution obligations in connection with the acquisition of
its existing

business.

 


                                     
-17-

 

 

 


S1_EX-40<PAGE>

 

 


           4.23
No Breach. Neither the execution and delivery of this Agreement

by UNICO nor compliance by UNICO with any of the provisions hereof
nor the

consummation of the transactions contemplated hereby, will:


                   
(a) violate or conflict with any provision of the

Certificate of Incorporation or By-Laws of UNICO;


                   
(b) violate, or with notice or the passage of time, result\

in the material breach or termination of, or otherwise give any
contracting

party the right to terminate, or declare a material default under,
the terms of

any agreement or other document or undertaking, oral or written
to which UNICO

is a party or by which either its properties or assets may be bound
(except for

such violations, conflicts, breaches or defaults as to which required
waivers or

consents by other parties have been, or will, prior to the Closing,
be,

obtained);


                   
(c) result in the creation of any lien, security interest,

charge or encumbrance upon any of the properties or assets of UNICO
pursuant to

the terms of any such agreement or instrument;


                   
(d) violate any judgment, order, injunction, decree or award

against, or binding upon, UNICO or upon its properties or assets;
or


                   
(e) violate any law or regulation of any jurisdiction

relating to UNICO or any of its securities, assets or properties.


           4.24
Brokers. All negotiations relative to this Agreement and the

transactions contemplated hereby have been carried on directly
between SGI and

UNICO without the intervention of any broker, finder, investment
banker or other

third party except one party, to be paid by SGI, and another party,
to be paid

by UNICO. Except for such parties, neither UNICO or SGI have engaged,
consented

to, or authorized any broker, finder, investment banker or other
third party to

act on its behalf, directly or indirectly, as a broker or finder
in connection

with the transaction contemplated by this Agreement.


           4.25
Labor Discussions. Except with respect to the agreements listed

in Exhibit 4.15 pursuant to Section 4.15(ii), UNICO is not, and
has not, during

the past three years, been involved in any labor discussions with
any unit or

group seeking to become the bargaining unit for any of its employees.
With

respect to said Agreements, Exhibit 4.15 sets forth a description
of the status

thereof, including any demands or proposals with respect to the
renewal,

extension or replacement thereof.


           4.26
Change of Name. UNICO has not conducted business under any name

during the past three (3) years except those set forth on Exhibit
4.26.


                                     
-18-

 


\

S1_EX-41<PAGE>

 

 


           4.27
Backlog. Exhibit 4.27 sets forth as of November 30, 1997 the

name, aggregate contract price, revenues received to date and balance
remaining

upon all orders then in progress or under contract. The aggregate
backlog of

UNICO as at November 30, 1997 is set forth in Exhibit 4.27.


           4.28
Environmental. Except as previously disclosed or set forth on

Exhibit 4.28, neither UNICO nor any previous owner, tenant, occupant
or user of

any real property of UNICO, used, generated, manufactured, installed,
released,

discharge, stored or disposed of any "Hazardous Materials," as
defined below,

on, under, in or about the side of any such property. The term
"Hazardous

Materials" shall mean any waste material which is regulated by
any state or

local governmental authority in the states in which UNICO and its
subsidiaries,

if any, conduct business, or the United States Government, including,
but not

limited to, any material or substance which is (i) defined as a
"hazardous

waste," "hazardous material," "hazardous substance," "extremely
hazardous

waste," or "restricted hazardous waste" under any provision of
California Law,

(ii) petroleum, (iii) asbestos, (iv) designated as a "hazardous
substance"

pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 1251
et seq. (33

U.S.C. 1321) or listed pursuant to Section 307 of the Clean Water
Act (33 U.S.C.

1317), (v) defined as a "hazardous waste" pursuant to Section 1004
of the

Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.
(42 U.S.C. 6903),

or (vi) defined as a "hazardous substance" pursuant to Section
101 of the

Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C.

6901 et seq. (42 U.S.C. 9601). The current operations of UNICO
and its current

and past use comply and then complied; with all applicable laws
and governmental

regulations including all applicable federal, state and local laws,
ordinances,

and regulations pertaining to air and water quality, Hazardous
Materials, waste,

disposal or other environmental matters, including the Clean Water
Act, the

Clean Air Act, the Federal Water Pollution Control Act, the Solid
Waste Disposal

Act, the Resource Conservation Recovery Act, the Comprehensive
Environmental

Response, Compensation and Liability Act, and the statutes, rules,
regulations

and ordinances of the state, city and country in which such property
is located.

All sewage and waste discharge at such property is and has been
discharged in

compliance with applicable federal, state and local law. No wells
of any kind

which may exist on such property have or have been receiving any
discharges.

There are no underground storage tanks of any kind at any such
property.


           4.29
Untrue or Omitted Facts. No representation, warranty or

statement by UNICO in this Agreement contains any untrue statement
of a material

fact, or omits or will omit to state a fact necessary in order
to make such

representations, warranties or statements not materially misleading.
Without

limitation of the foregoing, there is no fact known to UNICO that
has had, or

which may be reasonably expected to have, a materially adverse
effect on UNICO

or any of


                                     
-19-

 

 


S1_EX-42<PAGE>

 

 


its assets, properties and business and that has not been disclosed
in writing

to UNICO.

 


                                   
ARTICLE V


                             
PRE-CLOSING COVENANTS


           UNICO
and SGI each hereby covenant to the other that, from and after

the date hereof, and until the Closing or earlier termination of
this Agreement:


           5.1
Access. It shall afford to the officers, attorneys, accountants

and other authorized representatives of the other free and full
access, during

regular business hours and upon reasonable notice, to its books,
records,

personnel and properties (including, without limitation, the work
papers

prepared by its auditors) so that such other party may have full
opportunity to

make such review, examination and investigation as it may desire
of its

respective business and affairs. It will cause its employees, accountants
and

attorneys to cooperate fully with said review, examination and
investigation and

to make full disclosure to the other party of all material facts
affecting their

respective financial conditions and business operations. All material
disclosed

will be held in strict confidence by the recipient.


           5.2
Conduct of Business. It will conduct its business only in the

ordinary and usual course and make no material change in any of
its policies

without the prior written consent of the other, which shall not
be unreasonably

withheld or delayed.


           5.3
Insurance. It will maintain in force the insurance policies

listed in Exhibits 3.12 and 4.12 as the case may be, except to
the extent that

they may be replaced with equivalent policies.


           5.4
Liabilities. It shall not incur any obligation or liability,

absolute or contingent, except for those incurred in the ordinary
and usual

course of its business; nor shall it pay any obligation or liability
other than:

(i) the foregoing obligations and liabilities, (ii) debts, liabilities,
and

obligations set forth in its Balance Sheet; (iii) debts, liabilities
and

obligations arising after the Balance Sheet Date in the ordinary
course of its

business; and (iv) debts, liabilities and obligations under the
contracts,

agreements, past practices, arrangements, relationships, documents
and

instruments listed, described or contained in this Agreement or
in the Exhibits

annexed to this Agreement.


           5.5
Preservation of Business. It will use its best efforts to

preserve its business organization intact, to keep available the
services of its

present officers, employees and consultants, and to preserve its
goodwill.

 


                                     
-20-

 

 

 


S1_EX-43<PAGE>

 

 


           5.6
No Breach. It will (i) use its best efforts to assure that all of

its representations and warranties contained herein are true in
all material

respects as at the Closing as if repeated at the Closing; (ii)
not voluntarily

take any action or do anything which will cause a breach of or
default

respecting such covenants, representations or warranties; and (iii)
promptly

notify the other of any event or fact which represents or is likely
to cause

such a breach or default.


           5.7
No Negotiations. It will not enter into or conduct negotiations,

or enter into any agreement or understanding, for the sale or possible
sale of

any of its securities or assets, with anyone other than the other
unless the

Closing shall not have occurred by February 15, 1998.

 


                                  
ARTICLE VI


           
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF UNICO TO CLOSE


           The
obligations of UNICO to enter into and complete the Closing, is

subject to the fulfillment, prior to or on the Closing Date, of
each of the

following conditions, any one or more of which may be waived by
UNICO (except

when the fulfillment of such condition is a requirement of law).


           6.1
Representations and warranties. All representations and

warranties of SGI contained in this Agreement and in any written
statement

(including financial statements), exhibit, certificate, schedule
or other

document delivered pursuant hereto or in connection with the transactions

contemplated hereby shall be true and correct in all material respects
as at the

Closing Date, as if made at the Closing and as of the Closing date.


           6.2
Covenants. SGI shall have performed and complied in all material

respects with all covenants and agreements required by this Agreement
to be

performed or complied with by it prior to or at the Closing.


           6.3
No Actions. No action, suit, proceeding or investigation shall

have been instituted, and be continuing before a court or before
or by a

governmental body or agency, and be unresolved, to restrain or
to prevent or to

obtain damages in respect of, the carrying out of the transactions
contemplated

hereby, or which might materially affect the right of UNICO to
own the Shares or

to operate or control the assets, properties and business of SI
after the

Closing Date, or which might have a materially adverse effect thereon.


           6.4
Consents, Licenses and Permits. SGI shall have obtained all

consents, licenses and permits of third parties necessary for the
performance by

it of all of its obligations under this Agreement, and such other
consents, if

any, to prevent (i)


                                     
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S1_EX-44<PAGE>

 

 


agreements of SGI from terminating, the termination of which, in
the aggregate,

would have a material adverse effect on the business, financial
condition or

assets of SGI, or (ii) any material indebtedness of SGI from becoming
due or

being subject to becoming due with the passage of time or on notice
as a result

of the performance of this Agreement, any other provisions of this
Agreement to

the contrary notwithstanding.


           6.5
Certificate. UNICO shall have received a certificate dated the

Closing Date, signed by the President and Secretary of SGI as to
the

satisfaction of the conditions contained in Sections 6.1, 6.2,
6.3, 6.4 and 6.6.


           6.6
No Material Adverse Change. There shall have been no material

adverse change at the Closing Date in the business, assets and
properties,

financial status or prospects of SGI since the Balance Sheet Date.

 


                                  
ARTICLE VII


                   
CONDITIONS PRECEDENT TO THE OBLIGATION OF

                                 
SGI TO CLOSE


           The
obligation of SGI to enter into and complete the Closing is

subject to the fulfillment, prior to or on the Closing Date, of
each of the

following conditions, any one or more of which may be waived by
SGI (except when

the fulfillment of such condition is a requirement of law).


           7.1
Representations and warranties. All representations and

warranties of UNICO contained in this Agreement and in any written
statement,

schedule or other document delivered pursuant hereto or in connection
with the

transactions contemplated hereby shall be true and correct in all
material

respects as at the Closing Date, as if made at the Closing and
as of the Closing

Date.


           7.2
Covenants. UNICO shall have performed and complied in all

material respects with all covenants and agreements required by
this Agreement

to be performed or complied with by it prior to or at the Closing.


           7.3
No Actions. No action suit, proceedings, or investigation shall

have been instituted, and be continuing, before a court or before
or by a

governmental body or agency, or have been threatened, and be unresolved,
to

restrain or prevent, or obtain damages in respect of, the carrying
out of the

transactions contemplated hereby.


           7.4
Consents, Licenses and Permits. UNICO shall have obtained all

consents, licenses and permits of third parties necessary for the
performance by

UNICO of all of its obligations


                                     
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S1_EX-45<PAGE>

 


under this Agreement, and such other consents, if any, to prevent;
(i)

agreements of UNICO from terminating, the termination of which,
in the

aggregate, would have a material adverse effect on the business,
financial

condition or assets of UNICO, or (ii) any material indebtedness
of UNICO from

becoming due or being subject to becoming due with the passage
of time or on

notice as a result of the performance of this Agreement, any other
provisions of

this Agreement to the contrary notwithstanding.


           7.5
Certificate. SGI shall have received a certificate of UNICO,

dated the Closing Date, signed by the President and Secretary of
UNICO as to the

satisfaction of the conditions contained in Sections 7.1, 7.2,
7.3 and 7.4 and

7.6.


           7.6
No Material Adverse Change. There shall have been no material

adverse change at the Closing Date in the business, assets and
properties,

financial status or prospects of UNICO since the Balance Sheet
Date.


           7.7
SEC and Nasdaq Compliance UNICO shall be in full compliance with

all reporting requirements of the Securities and Exchange Commission,
including

required amendments to filings and reports, and UNICO's Common
Stock shall be

listed for trading on Nasdaq.

 


                                 
ARTICLE VIII


                                    
CLOSING


           8.1
Time and Location. The Closing provided for herein shall take

place at the offices of Tenzer Greenblatt LLP, effective 60 days
from the date

hereof or at such other time and place as may be mutually agreed
to by the

parties hereto. Such date is referred to in this Agreement as the
"Closing

Date".


           8.2
Items to be Delivered by SGI. At the Closing, SGI will deliver or

cause to be delivered to UNICO:


                   
(a) Certificates representing the Shares in accordance with

Section 1.1 hereof, accompanied by all instruments and documents
as in the

opinion of UNICO's counsel, shall be necessary to effect the transfer
of and to

vest title in and to the Shares in UNICO, free and clear of all
manner of liens,

pledges, encumbrances, charges and claims thereon;


                   
(b) The certificates required by Section 6.5;


                   
(c) Such other certified resolutions, documents and

certificates as are required to be delivered by SGI and UNICO pursuant
to the

provisions of this Agreement.


                                     
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S1_EX-46<PAGE>

 


           8.3
Items to be Delivered by UNICO. At the Closing, UNICO will

deliver or cause to be delivered to SGI:


                   
(a) The certificates required by Sections 7.5;


                   
(b) Such other certified resolutions, documents and

certificates as are required to be delivered by UNICO pursuant
to the provisions

of this Agreement.


                   
(c) The preferred and common stock certificates to be

delivered hereunder.

 


                                  
ARTICLE IX


                 
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION


           9.1
Survival. SGI, SI and UNICO and UNICO agree that their respective

representations, warranties, covenants and agreements contained
in this

Agreement shall survive the Closing for a term of three (3) years
with the

exception of those regarding taxes which shall survive until the
expiration of

the respective periods within which such taxes may be assessed.


           9.2
Indemnification. SGI and UNICO each agree to save, defend and

indemnify the other against and hold it harmless from any and all
liabilities,

of every kind, nature and description, fixed or contingent (including,
without

limitation, counsel fees and expenses in connection with any action,
claim or

proceeding relating to such liabilities) arising out of any misrepresentation

made by such indemnifying party or any transaction or event commencing
or

occurring on or prior to the Closing Date, which is not fully disclosed
or

provided for in UNICO's or UNICO's Balance Sheet, this Agreement
or the exhibits

hereto, including, without limitation, any tax liabilities to the
extent not so

reflected or reserved against in the respective Balance Sheets.
Any valid claims

for indemnification shall be paid for with common shares, meaning
if SGI must

indemnify, UNICO may cancel outstanding shares held by SGI and
if UNICO must

indemnify it will issue additional shares to SGI. In either event,
the shares

will be valued at market value at the time of cancellation or issuance,
as the

case may be.


           9.3
Defense of Claims. An indemnified party shall notify the

indemnifying party with reasonable promptness of any claim asserted
against it

in respect of which the indemnifying party may be liable under
this Agreement,

which notification shall be accompanied by a written statement
setting forth the

basis of such claim and the manner of calculation thereof. The
indemnifying

party shall have the right to defend any such claim at its own
expense and with

counsel of its choice; provided, however, that such counsel shall
have been

approved by the indemnified party prior to engagement; which approval
shall not

be unreasonably withheld or delayed; and


                                     
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S1_EX-47<PAGE>


provided further, that the indemnified party may participate in
such defense, if

it so chooses, with its own counsel and at its own expense.


           9.4
Rights Without Prejudice. The rights of UNICO and SGI under this

Article IX are without prejudice to any other rights or remedies
that either may

have by reason of this Agreement or as otherwise provided by law.

 


                                   
ARTICLE X


                            
TERMINATION AND WAIVER


           10.1
Termination. Anything herein or elsewhere to the contrary

notwithstanding, this Agreement may be terminated and the transactions
provided

for herein abandoned at any time prior the Closing Date:


                    
(a) By mutual consent of the Board of Directors of UNICO

and SGI;


                    
(b) By UNICO if any of the conditions set forth in Article

VI hereof shall not have been fulfilled on or prior to the Closing
Date, or

shall become incapable of fulfillment at any time, and shall not
have been

waived;


                    
(c) By SGI if any of the conditions set forth in Article

VII hereof shall not have been fulfilled on or prior to the Closing
Date, or

shall have become incapable of fulfillment at any time, and shall
not have been

waived;


                    
(d) By SGI or UNICO if any material legal action or

proceedings shall have been instituted or threatened seeking to
restrain,

prohibit, invalidate or otherwise affect the consummation of the
transactions

contemplated by this Agreement which makes it inadvisable, in the
judgment of

SGI or UNICO, to consummate same.


           In
the event that the Agreement is terminated as described above,

this Agreement shall be void and of no force and effect, without
any liability

or obligation on the part of any of the parties hereto.


           10.2
Waiver. Any condition to the performance of either party which

legally may be waived on or prior to the Closing Date may be waived
at any time

by the party entitled to the benefit thereof by action taken or
authorized by an

instrument in writing executed by the relevant party. The failure
of any party

at any time or times to require performance of any provision hereto
shall in no

manner effect the right of such party at a later time to enforce
the same. No

waiver by any party of the breach of any term, covenant, representation
or

warranty contained in this Agreement shall release or affect any
liability

resulting from such breach, and no


                                     
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S1_EX-48<PAGE>

waiver of any nature, whether by conduct or otherwise, in any one
or more

instances, shall be deemed to be or construed as a further or continuing
waiver

of any such condition or of any breach of any other term, covenant,

representation or warranty of this Agreement.

 


                                  
ARTICLE XI


                           
MISCELLANEOUS PROVISIONS


           11.1
Expenses. Each of the parties hereto shall bear its own expenses

in connection herewith.


           11.2
Confidential Information. Each party agrees that such party and

its representatives will hold in strict confidence all information
and documents

received from the other parties and, if the transactions herein
contemplated

shall not be consummated, each party will continue to hold such
information and

documents in strict confidence and will return to such other party
all such

documents (including the documents annexed to this Agreement) then
in such

receiving party's possession without retaining copies thereof;
provided,

however, that each party's obligations under this Section 11.2
to maintain such

confidentiality shall not apply to any information or documents
that are in the

public domain at the time furnished by the others or that become
in the public

domain thereafter through any means other than as a result of any
act of the

receiving party or of its agents, officers, directors or shareholders
which

constitutes a breach of this Agreement, or that are required by
applicable law

to be disclosed.


           11.3
Modification, Termination or Waiver. This Agreement may be

amended, modified, superseded or terminated, and any of the terms,
covenants,

representations, warranties or conditions hereof may be waived,
but only by a

written instrument executed by the party waiving compliance. The
failure of any

party at anytime or times to require performance of any provision
hereof shall

in no manner affect the right of such party at a later time to
enforce the same.


           11.4
Publicity. The parties agree that no publicity release or other

public announcement concerning the transactions contemplated by
this Agreement

shall be issued by either party without the advance approval of
both the form

and substance of the same by the other party and its counsel, which
approval, in

the case of any publicity, release or other public announcement
required by

applicable law, shall not be unreasonably withheld or delayed.


           11.5
Notices. Any notice or other communication required or which may

be given hereunder shall be in writing and either be delivered
personally or by

reputable overnight delivery service, or be mailed, certified or
registered

mail, postage prepaid, as follows:


                                     
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S1_EX-49<PAGE>

 


          If to UNICO,
to:


                    
Mr. William Hagler

                    
P.O. Box 35

                    
Farmington, NM 87499


                    
With a copy to:


                    
Mr. Thad H. Turk, Esq.

                    
P.O. Box 27560

                    
Albuquerque, NM 87125


           and
if to SGI, to:


                    
Mr. Ike Suri

                    
Starlicon Group, Inc.

                    
48507 Milmont Drive, Suite B

                    
Fremont, CA 94538


           With
a copy to:


                    
Mr. Benjamin  Raphan, Esq.

                    
Tenzer Greenblatt LLP

                    
405 Lexington Avenue

                    
New York, NY  10174


           The
parties may change the persons and addresses to which the notices

or other communications are to be sent by giving written notices
of any such

change in the manner provided herein for giving notice.


           11.6
Binding Effect and Assignment. This Agreement shall be binding

upon and inure to the benefit of the successors and assigns of
the parties

hereto; provided, however, that no assignment of any rights or
delegation of any

obligations provided for herein may be made by any party without
the express

consent of the other parties.


           11.7
Entire Agreement. This Agreement contains the entire agreement

between the parties with respect to the subject matter hereof.


           11.8
Exhibits. All Exhibits annexed hereto and the documents and

instruments referred to herein or required to be delivered simultaneously

herewith or at the Closing are expressly made a part of this Agreement
as fully

as though completely set forth herein, and all references to this
Agreement

herein or in any of such Exhibits, documents or instruments shall
be deemed to

refer to and include all such Exhibits, documents and instruments.


           11.9
Governing Law. This Agreement shall be governed by and construed

in accordance with the laws of the State of California


                                     
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S1_EX-50<PAGE>


applicable to agreements made and to be performed entirely within
that state,

excluding the choice of law rules thereof.


           11.10
Counterparts. This Agreement may be executed in counterparts,

each of which shall be deemed to be an original, but which together
shall

constitute one and the same instrument.


           11.11
Section Headings. The section headings contained in this

Agreement are inserted for convenience of reference only and shall
not affect

the meaning or interpretation of this Agreement.


           11.12
Exhibit. This Agreement may be executed prior to the

preparation of all Exhibits. If such occurs, this shall not be
deemed a

completed Agreement until the Exhibits have been prepared, exchanged,
accepted

and initialed or signed by SGI and UNICO.


           11.13
Continued Nasdaq Listing. The parties acknowledge that the

transaction contemplated by this Agreement will constitute a change
in control,

business or financial structure as defined by Nasdaq. Accordingly,
after

Closing, UNICO will be required to meet Nasdaq's Small Cap Market
Entry

Standards. The parties agree to use their best efforts to assure
UNICO's

continued Nasdaq listing.

 


                                     
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S1_EX-51<PAGE>

 

 


           WITNESS
the execution of this Agreement as of the date first above

written.

 


UNICO, INC.                                
STARLICON GROUP,INC.

 


BY: /s/ WILLIAM M. HAGLER                  
BY: /s/ IKE SURI

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


NAME: Mr. William Hagler                   
NAME: Mr. Ike Suri

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


TITLE: CEO, Chairman                       
TITLE: President

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

 


STARLICON INTERNATIONAL,INC.

 


BY: /s/ SZETO, WING PO

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


NAME: Szeto, Wing Po

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

TITLE: Vice President

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

 


                                     
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S1_EX-52<PAGE>