THIS
DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE
“SECURITIES”), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.  THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER
REGULATION S AND/OR REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933,
AS AMEMDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED
IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED
UNDER THE ACT, PURSUANT TO REGULATION S AND/OR REGULATION D OR PURSUANT TO
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE
COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE.
 FURTHER HEDGING TRANSACTION INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.







DEBENTURE




UNICO, INCORPORATED




8%
Convertible Debenture




Due
November 29, 2008




No.
77

$85,000.00




This Debenture is issued by Unico, Incorporated, an Arizona
corporation (the “Company”), and Moore Investment Holdings, LLC.
(together with its permitted successors and assigns, the “Holder”) pursuant to
exemptions from registration under the Securities Act of 1933, as amended.




ARTICLE I.




Section 1.01

Principal and Interest.  For value received on
May 29, 2008, the Company hereby promises to pay to the order of Holder in
lawful money of the United States of America and in immediately available funds
the principal sum of $85,000.00, together with interest on the unpaid principal
of this Debenture at the rate of eight percent (8%) per year (computed on the
basis of the 365-day year and the actual days elapsed) from the date of this
Debenture until paid.  At the Company’s option, the entire principal amount
and all accrued interest shall be either (a) paid to the Holder on or before the
due date of this Debenture or (b) converted in accordance with Section 1.02
herein.








1







Section 1.02

Optional Conversion.  The Holder is entitled,
at its option, to convert, at any time and from time to time, until payment in
full of this Debenture, all or any part of the principal amount of this
Debenture, plus accrued interest, into shares (the “Conversion Shares”)
of the Company’s common stock, par value $0.0010 per share (“Common
Stock”), at a price per share equal to fifty percent (50%) of the closing
bid price of the Common Stock on the date that the Company receives notice of
conversion. To convert this debenture, the Holder shall deliver written notice
(the “Conversion Notice”) thereof, such Conversion Notice containing such
information necessary including amount of conversion and number of shares, to
the Company at its address set forth herein.  The date upon which the
conversion shall be effective (the “Conversion Date”) shall be deemed to
be the date set forth in the Conversion Notice.  The Conversion Shares
shall be delivered to the Holder at the address indicated herein.




The Company is entitled, at its option, to convert, at any time
and from time to time, until payment in full of this Debenture, all or any part
of the principal amount of this Debenture, plus accrued interest, into shares
(the “Conversion Shares”) of the Company’s common stock, par value
$0.0010 per share (“Common Stock”), at a price per share equal to fifty
percent (50%) of the closing bid price of the Common Stock on the date that the
Company issues such notice of conversion. To convert this debenture, the Company
shall deliver written notice (the “Conversion Notice”) thereof, such
Conversion Notice containing such information necessary including amount of
conversion and number of shares, to the Holder at its address set forth herein.
 The date upon which the conversion shall be effective (the “Conversion
Date”) shall be deemed to be the date set forth in the Conversion Notice.
 The Conversion Shares shall be delivered to the Holder at the address
indicated herein.




Section 1.03

Reservation of Common Stock.  The Company shall
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of this Debenture,
such number of shares of Common Stock as shall from time to time be sufficient
to effect such conversion, based on the Conversion Price.  If at any time
the Company does not have a sufficient number of Conversion Shares authorized
and available, then the Company shall call and hold a special meeting of its
stockholders within sixty (60) days of that time for the sole purpose of
increasing the number of authorized shares of Common Stock.




Section 1.04

Registration Rights.  The Company is obligated
to register the resale of the Conversion Shares under the Securities Act of
1933, as amended, or provide Holder with an appropriate exemption from
registration.




Section 1.05

Interest Payments.  The interest so payable
will be paid at the time of maturity or conversion to the person in whose name
this Debenture is registered.  At the time such interest is payable, the
Company, in its sole discretion, may elect to pay interest in cash or in the
form of Common Stock.  If paid in Common Stock, the amount of stock to be
issued shall be calculated in accordance with the formula and procedure set
forth in Section 1.02 above. 








2







Section 1.06

Right of Redemption.  The Company shall have
the right to redeem, with thirty (30) business days advance notice to the
Holder, any or all outstanding Debentures remaining in its sole discretion
(“Right of Redemption”).  The redemption price shall be equal to
100% of the face amount of the Debenture redeemed plus all accrued interest
(“Redemption Price”).   




Section 1.07

Subordinated Nature of Debenture.  This
Debenture and all payments hereon, including principal or interest, shall be
subordinated and junior in right of payment to all accounts payable of the
Company incurred in the ordinary course of business and/or bank debt of the
Company not to exceed $30,000.







ARTICLE II.




Section 2.01

Amendments and Waiver of Default.  The
Debenture may be amended with the consent of Holder.  Without the consent
of Holder, the Debenture may be amended to cure any ambiguity, defect or
inconsistency, to provide assumption of the Company obligations to the Holder or
to make any change that does not adversely affect the rights of the Holder.




ARTICLE III.




Section 3.01

Events of Default.  An Event of Default is
defined as follows: (a) failure by the Company to pay amounts due hereunder
within fifteen (15) days of the date of maturity of this Debenture; (b) failure
by the Company for thirty (30) days after notice to it to comply with any of its
other agreements in the Debenture; (c) events of bankruptcy or insolvency; (d) a
breach by the Company of its obligations under the Registration Rights Agreement
which is not cured by the Company within ten (10) days after receipt of written
notice thereof.  The Holder may not enforce the Debenture except as
provided herein.




Section 3.02

Failure to Issue Unrestricted Common Stock. As
indicated above, a breach by the Company under its obligation under the
Registration Rights Agreement shall be deemed an Event of Default, which if not
cured with ten (10) days, shall entitle the Holder accelerated full payment of
all debentures outstanding.  The Company acknowledges that failure to honor
a Notice of Conversion shall cause hardship to the Holder.




ARTICLE IV.




Section 4.01

Anti-dilution.  In the event that the Company
shall at any time subdivide the outstanding shares of Common Stock, or shall
issue a stock dividend on the outstanding Common Stock, the Conversion Price in
effect immediately prior to such subdivision of the issuance of such dividend
shall be proportionately decreased and, in the event that the Company shall at
any time combine the outstanding shares of Common stock, the Conversion price in
effect immediately prior to such combination shall be 





3







proportionally increased, effective at the close of business on
the date of such subdivision, dividend or combination as the case may be.




ARTICLE V.




Section 5.01

Notice.  Notices regarding this debenture shall
send to the parties at the following addresses, unless a party notifies the
other parties, in writing, of a change of address:




If to the Company:

Unico, Incorporated

Attn:  Mark A. Lopez, CEO

8880 Rio San Diego Drive, 8th Foor

San Diego, CA 92108

Telephone: (619) 209-6124 







If to the Holder:

Moore Investment Holdings, LLC

Attn: Joseph Lopez

1575 Delucchi Lane, Ste. 115

Reno, Nevada 89502













Section 5.02

Governing Law.  This Debenture shall be deemed
to be made under and shall be construed in accordance with the laws of the State
of California without giving effect to the principals of conflict of the laws
thereof.  Each of the parties consents to the jurisdiction of the U.S.
District Court sitting in the District of the State of California or the state
courts of the State of California sitting in Riverside in connection with any
dispute arising under this debenture and hereby waives, to the maximum extent
permitted by law, any objection, including the objection based on forum
non conveniens to the bringing of any such proceeding in such
jurisdictions.




Section 5.03

Severability.  The invalidity of any of the
provisions of this Debenture shall not invalidate or otherwise affect any of the
other provisions of this Debenture, which shall remain in full force effect.




Section 5.04

Entire Agreement and Amendments.  This
Debenture represents the entire agreement between the parties hereto with
respect to the subject matter hereof and there are no representations,
warranties or commitments, except as set forth herein.  This Debenture may
be amended only by an instrument in writing executed by the parties hereto.




Section 5.05

Counterparts.  This Debenture may be executed
in multiple counterparts, each of which shall be an original, but all of which
shall be deemed to constitute and instrument.





4







IN WITNESS WHEREOF, with the intent to legally bound
hereby, the Company has executed this Debenture as of the date first written
above.










UNICO, INCORPORATED







By:/s/ Mark A, Lopez   

Name: Mark A. Lopez

Title: Chief Executive Officer








5