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                                                                    EXHIBIT 4.7


                             CERTIFICATE OF DESIGNATIONS
              PREFERENCES, AND RIGHTS OF SERIES C VOTING CONVERTIBLE 
                                 PREFERRED STOCK 
                                        OF
                                   UNICO, INC.
                                           
    Pursuant to Section 151 of the General Corporation Law of the State of 
Delaware

    UNICO, Inc., a Delaware corporation (the "Corporation"), certifies that 
pursuant to the authority contained in Article 4 of its Certificate of 
Incorporation, and in accordance with the provisions of Section 151 of the 
General Corporation Law of the State of Delaware, its Board of Directors has 
adopted the following resolution creating a series of its Preferred Stock 
designated as Series C Preferred Stock:

    RESOLVED, that a series of the class of authorized Preferred Stock of the 
Corporation be hereby created, and that the designation and amount thereof 
and the voting powers, preferences and relative, participating, optional and 
other special rights of the shares of such series, and the qualifications, 
limitations or restriction thereof are as follows:

    Series C Preferred Stock.       UNICO has created and reserved 2,000,000 
shares of Series C Preferred Stock designating therefor rights and privileges to
the Holder thereof 

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identical in each and every respect to the rights and privileges of Holders 
of shares of Common Stock except in the following respects:

    a.   Dividends.     Holders of Series C Preferred Stock and the holders of
Common Stock shall be entitled to receive, when and as declared by the Board 
of Directors, dividends (payable in cash, stock or otherwise) out of any 
funds legally available therefore, provided that neither the Series C 
Preferred Stock nor the Common Stock shall be preferred over the other as to 
any dividend or distribution except as provided in Subsection c hereof. 
Neither the holders of the Series C Preferred Stock nor the holders of the 
Common Stock shall be entitled to receive any dividend or distribution which 
is not identical in kind, record and payment date per share for each class 
except as provided in subsection c.  The amount of any dividend or 
distribution to the holders of Series C Preferred Stock shall be four times 
that of the dividend or distribution to any holder of Common Stock.

    b.   Voting Rights.  The holders of Series C Preferred Stock shall have the
following voting rights:

         (A)  Each shares of Series C Preferred Stock shall entitle the 
holder thereof to four votes on all matters submitted to a vote of the 
Corporation's stockholders;

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         (B)  Except as otherwise provided herein or by law, the holders of 
Series C Preferred Stock and the holders of Common Stock shall vote together 
as one class on all matters submitted to a vote of the Corporation's 
stockholders.

    c.   Liquidating Preference.

         In the event of a voluntary or involuntary liquidation, dissolution 
or winding up of UNICO, the holders of Series C Preferred Stock shall be 
entitled to be paid the sum of $1.00 per share before any distribution or 
payment shall be made to the holder of any Common Stock

    d.   Call, Redemption or Conversion.

         Neither the Series C Preferred Stock nor the Common Stock into which 
it may be converted shall be subject to or enjoy any call or redemption or 
conversion rights by UNICO or the holders thereof except as follows:

         The holders' of Series C Preferred Stock shall have the right, at the 
holders option, at any time, to convert all or in multiples of 250 shares any 
part of their holdings of Series C Preferred Stock into such number of fully 
paid and nonassessable shares of Common Stock $.01 par value of UNICO as 
shall be provided for herein.

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              i.   Conversion Ratio

                   Each share of Series C Preferred Stock shall be 
convertible into four shares of UNICO's Common Stock, subject to adjustment 
at the time of conversion in accordance with the provisions hereof.

              ii.  Adjustment to Conversion Ratio

                   The parties acknowledge their intent to establish a 
preferred stock conversion ratio which yields one share of UNICO Common Stock 
for every $.25 of indebtedness under the Debenture and Convertible Notes 
converted, redeemed and exchanged hereunder.  If and whenever any additional 
shares of Common Stock are issued by UNICO for a net consideration per share 
less than $.25 per share then in each such case the conversion price shall be 
reduced to the net consideration received per share and the number of shares 
issuable to the holder of Series C Preferred Stock shall be proportionately 
increased.  Further, in the event that UNICO shall at any time change as a 
whole by subdivision or combination in any manner or by the making of a stock 
dividend the number of shares of Common Stock then outstanding into a 
different number of shares, with or without par value, then thereafter the 
number of shares of Common Stock issuable upon the conversion of Series C 
Preferred Stock shall be increased or decreased as the case may be in direct 
proportion to the increase or decrease in the number of shares of Common 

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Stock by reason of such change; provided however that no adjustment in the 
conversion ratio shall be made hereunder in either of the following cases:

                   1.   A stock dividend on the Common Stock where the
identical stock dividend in Common Stock was paid in the Series C Preferred
Stock; and 

                   2.   A subdivision or combination of the Common Stock where
the identical subdivision or combination was made on the Series C Preferred
Stock.

    Further, in the event of any capital reorganization or reclassification 
of Common Stock of the corporation (other than a change in par value or from 
par value to no par value or from no par value to par value as a result of a 
subdivision or combination), or in case of the consolidation or merger of the 
corporation with or into any other corporation (other than a consolidation or 
merger in which the corporation is the continuing corporation and which does 
not result in any change in the Common Stock), or of the sale of the 
properties and assets of the corporation as, or substantially as, an entity 
to any other corporation, each share of Series C Preferred Stock shall after 
such capital reorganization, reclassification  of capital stock, 
consolidation, merger or sale entitle the holder to obtain the kind and 
number of shares of Common Stock or other securities or property of the 
corporation or of the corporation resulting from such consolidation or 
surviving such merger or to which such sale shall be made, as the case may 
be, to which such holder would have been entitled if he had held the Common 
Stock issuable upon conversion of such shares of Series C Preferred Stock 
immediately prior to such capital reorganization, reclassification 

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of capital stock, consolidation, merger or sale.  All calculations under this 
subsection shall be made to the nearest share or dollar as the case may be.

              iii. Automatic Conversion

                   On August 1, 1998 or, if earlier, the date upon which a 
registration statement with respect to an offering of UNICO's securities is 
declared effective, ( the "Automatic Conversion Date"), the Series C 
Preferred Stock shall thereupon be automatically converted into Common Stock 
in accordance with the conversion ratio above specified.  From and after the 
Automatic Conversion Date, each outstanding certificate which prior to the 
Automatic Conversion Date represented Series C Preferred Stock shall be 
deemed for all corporate purposes to evidence the ownership of the whole 
number of duly issued and outstanding shares of Common Stock into which the 
shares of Series C Preferred Stock have been so converted and upon surrender 
of such certificate the holder shall be entitled to receive in exchange 
therefore a certificate or certificates representing the whole number of 
shares of Common Stock into which the shares of Series C Preferred Stock 
theretofore represented by such certificate have been converted as aforesaid.

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              iv.  Certificates Upon Conversion

                   As promptly as practicable after surrender for conversion 
of a certificate representing shares of Series C Preferred Stock, UNICO shall 
deliver to or upon written order of the holder of the share of Series C 
Preferred Stock so surrendered a certificate representing the number of fully 
paid and nonassessable shares of Common Stock into which such Series C 
Preferred Stock may be converted in accordance with the provisions hereof.  
With respect to conversions prior to the Automatic Conversion Date such 
conversion shall be deemed to be made at the close of business on the date 
that such Series C Preferred Stock shall have been surrendered for conversion 
so that the rights of the holder of such Series C Preferred Stock as a holder 
of Series C Preferred Stock shall cease at such time and the person or 
persons entitled to receive the shares of Common Stock upon conversion of 
such Series C Preferred Stock shall be treated for all purposes as having 
become the record holder or holders of such shares of Common Stock at such 
time.

              v.   Registration Rights

                   Upon conversion of the Series C Preferred Stock into 
Common Stock, Renaissance shall have with respect to such Common Stock as is 
issued in exchange for UNICO's indebtedness under the Loan Agreement and 
Debenture, the demand and piggyback registration rights provided for in the 
Registration Rights Agreement.  Duncan Smith and Renaissance shall have with 
respect to such Common Stock as is issued in 

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exchange for UNICO's indebtedness under the Convertible Notes, the demand 
registration rights provided for in the Convertible Notes.

    IN WITNESS WHEREOF, UNICO, INC. has caused this Certificate of 
Designations, Preferences and Rights of Series C Voting Convertible Preferred 
Stock to be duly executed by its President and attested to by its Secretary 
and has caused its corporation seal to be affixed hereto, this 30th day of 
July, 1996.

                                  UNICO, INC.,
                                  A Delaware corporation

                                  By:/s/Gerard Bernier, President
                                    ---------------------------------
                                     Gerard Bernier, President

ATTEST:

---------------------
Secretary

(SEAL)





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