STATEMENT PURSUANT TO SECTION 10-602
                 OF THE ARIZONA REVISED STATUTES

            CERTIFICATE OF DESIGNATION, NUMBER, POWERS
             PREFERENCES AND RELATIVE, PARTICIPATING
            OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
          QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND
             OTHER DISTINGUISHING CHARACTERISTICS OF
                     SERIES A PREFERRED STOCK
                                OF
                       UNICO, INCORPORATED


It is hereby certified that:

     1.    The name of the corporation (hereinafter called the "Corporation")
is UNICO, INCORPORATED.

     2.    The certificate of incorporation of the Corporation authorizes
issuance of 20,000,000 shares of Preferred Stock with a par value of $0.001
per share, and expressly vests in the Board of Directors of the Corporation
the authority provided therein to issue any or all of said shares in one or
more series in such manner and having such preferences, limitations and
relative rights as to the Board of Directors may designate, as permitted by
the Arizona Code.

     3.    The Board of Directors of the Corporation, pursuant to the
authority expressly vested in it as aforesaid, has adopted the following
resolution creating a Series A issue of Preferred Stock:

RESOLVED, that ten million (10,000,000) shares of the Preferred Stock (par
value $0.001 per share) are authorized to be issued by this Corporation
pursuant to its certificate of incorporation, and that there be and hereby is
authorized and created a series of preferred stock, hereby designed as the
Series A Preferred Stock, which shall have the voting powers, designations,
preferences and relative participating, optional or other rights, if any, or
the qualifications, limitations, or restrictions, set forth in such
certificate of incorporation and in addition thereto, those following:

(a)  DESIGNATION. The Preferred Stock subject hereof shall be designated
     Series A Preferred Stock ("Series A Preferred").  No other shares of
     Preferred Stock shall be designated as Series A Preferred stock.

(b)  DIVIDENDS.  The holders of the shares of Series A Preferred shall not be
     entitled to receive dividends.

(c)  CONVERSION.  The Series A Preferred shall, at the option of the holder
     thereof, at any time and from time to time, be convertible into that
     number of fully paid and non-assessable shares of the common stock of the
     Corporation, equal to the number of the shares of Series A Preferred
     Stock being converted.  The conversion right of the holders of Series A
     Preferred Stock shall be exercised by the surrender of the certificates
     representing shares to be converted to the Corporation or its transfer
     agent for the Series A Preferred, accompanied by written notice electing
     conversion.  Immediately prior to the close of business on the date the
     Corporation receives written notice of conversion, each converting holder
     of Series A Preferred shall be deemed to be the holder of record of
     common stock issuable upon conversion of such holder's Series A Preferred
     notwithstanding that the share register of the Corporation shall then be
     closed or that certificates representing such common stock shall not then
     be actually delivered to such person.

(d)  ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION.  If the common stock
     issuable upon conversion of the Series A Preferred shall be changed into
     the same or different number of shares of any other class or classes of
     stock, whether by capital reorganization, reclassification or otherwise,
     the conversion rate shall, concurrently with the effectiveness of such
     reorganization or reclassification, be proportionately adjusted so that
     the Series A Preferred shall be convertible into, in lieu of the number
     of shares of common stock which the holders would otherwise have been
     entitled to receive, a number of shares of such other class or classes of
     stock equivalent to the number of shares of common stock that would have
     been subject to receipt by the holders upon conversion of the Series A
     Preferred immediately before that change.

(e)  REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.  If at any
     time or from time to time after the date of this Certificate, there is a
     capital reorganization of the common stock (reverse split, forward split,
     etc.), as a part of such capital reorganization, provision shall be made
     so that the holders of the Series A Preferred shall thereafter be
     entitled to receive upon conversion of the Series A Preferred the same
     number of shares of common stock to which that holder would have been
     entitled prior to such capital reorganization.  In essence, the number of
     Series A Preferred Stock authorized, issued and outstanding, and the
     number of shares of common stock into which such Series A Preferred is
     convertible, shall not be affected by any such capital reorganization.

(f)  NO IMPAIRMENT.  The Corporation will not, by amendment of its Certificate
     of Incorporation or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, issue or sale of securities or any
     other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms to be observed or performed hereunder by
     the Corporation, but will at all times in good faith assist in the
     carrying out all the provisions of this Certificate and in the taking of
     all such action as may be necessary or appropriate in order to protect
     the conversion rights of the holders of the Series A Preferred against
     impairment.

(g)  RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The Corporation shall at
     all times reserve and keep available out of its authorized but unissued
     shares of common stock, solely for the purpose of effecting the
     conversion of the shares of the Series A Preferred, such number of its
     shares of common stock as shall from time to time be sufficient to effect
     the conversion of all outstanding shares of the Series A Preferred; and
     if at any time the number of authorized but unissued shares of common
     stock shall not be sufficient to effect the conversion of all then
     outstanding shares of the Series A Preferred, the Corporation will take
     such corporate action as may, in the opinion of its counsel, be necessary
     to increase its authorized but unissued shares of common stock to such
     number of shares as shall be sufficient for such purpose, including,
     without limitation, engaging in best efforts to obtain the requisite
     stockholder approval of any necessary amendment to this Certificate.

(h)  REGISTRATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall
     cause to be registered with the Securities and Exchange Commission all
     shares of common stock into which the Series A Preferred are convertible
     so that the Series A Preferred holders shall, at the time of conversion,
     receive registered, free-trading shares of common stock.  The Corporation
     shall bear all expense necessary with registering such shares of common
     stock and shall cause such registration to be in effect before the
     eligible conversion date hereinabove stated.

(i)  LIQUIDATION RIGHTS.  In the event of any voluntary or involuntary
     liquidation, dissolution or winding up of the Corporation, the holders of
     the Series A Preferred shall not be entitled to receive liquidation in
     preference to the holders of common shares or any other class or series
     of preferred stock.  Rather, the Series A Preferred shall automatically
     be converted into common stock at the conversion rate hereinabove stated.

(j)  INVOLUNTARY LIQUIDATION.  In the event of involuntary liquidation, the
     shares of this series shall be entitled to the same amounts as in the
     event of voluntary liquidation.

(k)  OTHER RESTRICTIONS.  There shall be no conditions or restrictions upon
     the creation of indebtedness of the Corporation, or any subsidiary or
     upon the creation of any other series of preferred stock with any other
     preferences.

(l)  VOTING.  (i) The holder of shares of Series A Preferred shall not be
     entitled to vote such shares (except as otherwise expressly provided
     herein or as required by law, voting together with the Common Stock as a
     single class), but shall be entitled to notice of any stockholders'
     meeting in accordance with the Bylaws of the Corporation.

             (ii)  In lieu of voting rights set forth in (l)(i) above, the
     holders of Series A Preferred, voting together as a class, shall be
     entitled to elect two members of the Board of Directors at each meeting.
     In case of any vacancy of an office in the office of a director occurring
     among the directors elected by the holders of the Series A Preferred, the
     remaining director so elected by the holders of the Series A Preferred
     may elect a successor to hold the office for the unexpired term of the
     director whose place shall be vacant.  Any director who shall have been
     elected by the holders of the Series A Preferred or any director so
     elected as provided in the preceding sentence hereof, may be removed
     during the aforesaid term of office, whether with or without cause, only
     by the affirmative vote of the holders of a majority of the Series A
     Preferred.

(m)  STATED VALUE.  The shares of Series A Preferred shall have a stated value
     of $0.001 per share.

(n)  OTHER PREFERENCES.  The shares of the Series A Preferred shall have no
     other preferences, rights, restrictions, or qualifications, except as
     otherwise provided by law or the certificate of incorporation of the
     Corporation.

     FURTHER RESOLVED, that the statements contained in the foregoing
     resolution creating and designating the said Series A Preferred Stock and
     fixing the number, powers, preferences and relative, optional,
     participating, and other special rights and the qualifications,
     limitations, restrictions, and other distinguishing characteristics
     thereof shall, upon the effective date of said series, be deemed to be
     included in and be a part of the articles of incorporation of the
     Corporation.

     4.    The resolution contained in Section 3 above was adopted on the 21st
day of May, 2004.

     5.    The resolution contained in Section 3 above was duly adopted by the
Board of Directors.


     Dated this ____ day of ______________, 2004.


                                    UNICO, INCORPORATED

                                    By ______________________________________
                                 Ray C. Brown, Chairman of the Board of
                                       Directors and Chief Executive Officer



                                   and _____________________________________
                                       C. Wayne Hartle, Secretary


STATE OF UTAH           )
                         : ss.
COUNTY OF ____________   )

     I, __________________________, Notary Public, do hereby certify that on
this __ day of ____________, 2004 personally appeared before me Ray C. Brown
who being by me first duly sworn, declared that he is the Chairman of the
Board of Directors and Chief Executive Officer of Unico, Incorporated, that he
signed the foregoing document as the Chairman of the Board of Directors and
Chief Executive Officer the Corporation, and that the statements therein
contained are true.


                                      _____________________________________
                                      Notary Public
                                      Residing at: ________________________
My Commission Expires:
_____________________