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JFR

Jean R. Fuselier Sr. PhD, Inc.

1207 Hampshire Lane

Richardson, TX  75080







Telephone
(972) 713-9815

    Facsimile
(972) 713-7288




January
28, 2009




Mr. Kenneth
Wiedrich

Unico, Inc. 

8880 Rio San Diego
Drive

8th
Floor

San Diego, CA
92108




RE:

Consulting
Agreement – Letter of Intent




Dear Kenneth
Wiedrich:




This
Letter of Intent sets forth our mutual understandings with respect to the
performance by Dr. Jean Fuselier (“Dr. Fuselier”) of certain consulting services
concerning the resolution of certain creditor claims against Unico, Inc.
(“Client”), including debt restructuring and debt reduction. This Letter of
Intent shall not be deemed to create a legal or binding obligation on behalf of
either party except where specifically noted herein. It is intended to outline
and form the basis for negotiating a formal, binding definitive agreement (the
“Definitive Agreement”), containing such terms, conditions, covenants,
representations and warranties as are usual and customary to the provision of
the Services, and as maybe agreed and executed by the parties.

 

1.

Creditor
Claims

    

Client
will identify certain claims of creditors (the “Creditors Claims”) and the
confirmed debt of each identified Creditor Claim (the “Confirmed Debt”).
 Client will provide all reasonably requested information regarding the
Creditor Claims and all underlying and supporting documentation as may be
requested by Dr. Fuselier and his designated agents and representatives. 




2.

Services




Dr.
Fuselier will use his best efforts to negotiate with the holders of the Creditor
Claims and attempt to effect a reasonable and fair settlement, discharge, or
release of such Creditor Claims. The efforts by Dr. Fuselier shall hereinafter
be referred to as the “Services.”  Dr. Fuselier has not been engaged to
perform, nor will he agree to perform, any activities or services: (a) in
connection with any capital-raising transaction by or for the benefit of Client
or any of its subsidiaries, parent entities or affiliates, or (b) which directly
or indirectly promote or maintain a market in Client’s securities.





                                                                                                                                                               
Initials: /s/ K.W.   /s/
J.F.  






Mr.
Kenneth Wiedrich, CFO

Unico, Inc. 

Letter of Intent

1-28-2009

Page 2 of 6







Upon
execution of this Letter of Intent, Client will provide Dr. Fuselier, his
designated agents and representatives, full and complete access to inspect,
appraise and make copies of the corporate minutes, agreements, books and records
of Client, and any other documents, agreements, instruments or certificates
relating to the financial condition, ownership and operation of Client’s
business, assets and properties, as may be reasonably requested by Dr. Fuselier,
his designated agents and representatives.  Client and Dr. Fuselier shall
commence and diligently pursue negotiations of the Definitive Agreement while
such due diligence investigation is ongoing and shall use their respective best
efforts to conclude such negotiations and executed the Definitive Agreement
within thirty (30) days of the date of this Letter of Intent, or such longer
period as may be agreed by Client and Dr. Fuselier. 







3.

Payment
of Retainer




Upon
execution of this Letter of Intent, Client shall pay Dr. Fuselier a
non-refundable retainer fee of $36,000 to be paid in shares of registered
 S-8 stock of Client (the “Stock”) calculated at the market value of such
Stock at the time the shares are issued and deposited into a broker account
designated by and in the name of Dr. Fuselier.  Such Stock shall be
registered with the United States Securities and Exchange Commission (“SEC”) and
any applicable state securities regulatory authorities pursuant to an effective
registration statement on Form S-8 or other available form for registration of
securities.  Such Stock shall be duly authorized, fully paid and
non-assessable, shall possess or contain no restrictive legend, and not subject
to any restrictions on sale, transfer or other disposition. 

  

4.

Service
Fees




Client
shall pay Dr. Fuselier a service fee (“Service Fee”) with the amount of such fee
to be determined upon the completion of due diligence as outlined in Item #2
above. 




5.
 Assignment and Assumption of Liability




In certain instances, a designated affiliate of Dr. Fuselier may
agree to the assignment and assumption of certain specified Creditor Claims as
selected by Dr. Fuselier and agreed by Client.  The terms and conditions
surrounding any such assignment and assumption, and the fees payable by Client
in connection therewith, shall be the subject of a separate letter of intent and
definitive agreement between Client and the designated affiliate of Dr.
Fuselier. 


























Initials: /s/ K.W.     /s/
J.F.   









Mr.
Kenneth Wiedrich, CFO

Unico, Inc. 

Letter of Intent

1-28-2009

Page 3 of 6







6.
 Continual Involvement of Consultant




Dr.
Fuselier will notify Client monthly, in writing, of all material developments in
connection with the Services.  Additionally, Dr. Fuselier will provide to
Client continuing consulting services regarding cash flow and debt management.
 Such consulting services will be provided for the period of time, and Dr.
Fuselier will be compensated for such consulting services in form and amount, as
agreed by the parties and set forth in the Definitive Agreement.




7.
 Exclusive Dealings 




Client
shall not, nor shall any of Client’s officers, directors or shareholders,
directly or indirectly, through any representative or otherwise, solicit or
entertain offers from, negotiate with or in any manner encourage, discuss,
accept or consider any proposal of any other person relating to the Services to
be provided by Dr. Fuselier.  In the event Client is approached, contacted
or otherwise solicited by any other person regarding the provision by such
person of services substantially similar to the Services to be provided by Dr.
Fuselier, Client will immediately notify Dr. Fuselier regarding any such contact
between and immediately disclose the identity of such person and the terms and
conditions contained in any such offer or proposal or any related inquiry.




8.
Confidentiality and Nondisclosure Agreement




The parties have entered into, or agree that they shall enter
into, the Mutual Non-Disclosure and Confidentiality Agreement substantially in
the form of Exhibit A attached hereto, on or before the execution of this
Letter of Intent.  The parties expressly understand and agree that this
Letter of Intent is subject to the obligations and restrictions concerning
confidentiality and non-disclosure as set forth therein.  Notwithstanding
any other provision in this Letter of Intent, this duty of confidentiality shall
be legally binding upon and enforceable against, the parties hereto.  




9.

General




a)

     Each party hereto represents and warrants
that it has the power and authority to enter into this Letter of Intent and that
neither party will assign its respective rights, duties and obligations
hereunder without the prior written consent of the other. 




b)

      Neither party shall be liable for
failure to perform any material obligation under this Letter of Intent, if the
failure is due to an act of God or other unforeseen event beyond its reasonable
control.














Initials: /s/ K.W     /s/
J.F.   









Mr.
Kenneth Wiedrich, CFO

Unico, Inc. 

Letter of Intent

1-28-2009

Page 4 of 6







c)

     This Letter of Intent will expire and
terminate and be of no force or effect unless executed by both parties hereto
within fifteen (15) days of the date of this Letter of Intent, or such longer
period of time if mutually agreed in writing between the parties hereto.




d)

      All notices and other
communications required or permitted to be given under this Letter of Intent
shall be in writing, by certified mail or courier service, to the addresses
given on the first page of this Letter or Intent. 




e)

      THIS LETTER OF INTENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS
WITHOUT REGARD TO ITS PRINCIPLES CONCERNING CONFLICTS OF LAWS.  ANY CLAIM,
CONTROVERSY, ACTION, PROCEDING OR LAWSUIT ARISING OUT OF OR RELATED TO THIS
LETTER OF INTENT SHALL BE BROUGHT, HEARD AND DETERMINED IN THE STATE OR FEDERAL
COURT, AS APPROPRIATE, LOCATED WITHIN DALLAS COUNTY, STATE OF TEXAS. AS A
MATERIAL INDUCEMENT TO ENTER INTO THIS LETTER OF INTENT, EACH OF THE PARTIES
HERETO IRREVOCABLY CONSENT TO SUCH PERSONAL AND SUBJECT MATTER JURISDICTION AND
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IRREVOCABLY WAIVE ALL RIGHT
TO DEMAND TRIAL BY JURY. 




f)

     Except as and to the extent required by
applicable law, neither party shall, without the prior written consent of the
other party, make, directly or indirectly, any public comment, statement or
communication with respect to, or otherwise to disclose or to permit the
disclosure of the existence of discussions regarding, the subject matter and
terms and conditions of this Letter of Intent or any Definitive Agreement.
 If a party is required by court order or order of any governmental body
having jurisdiction over the parties hereto to make any such disclosure, it must
first notify the other party hereto and provide all reasonably requested
assistance to such party if it seeks to quash the disclosure order or any other
protective order limiting the scope and content of any such disclosure. 




g)

      Each party will be responsible for
and bear all of their respective costs and expenses (including any broker's or
finder's fees and professional’s fees and costs) incurred in connection with the
preparation and execution of this Letter of Intent and the Definitive Agreement.





















Initials: /s/ K..W     /s/
J.F.   









Mr.
Kenneth Wiedrich, CFO

Unico, Inc. 

Letter of Intent

1-28-2009

Page 5 of 6







If the foregoing accurately summarizes your understanding of our
agreement with respect to the matters set forth herein, please so indicate by
signing both copies of this Letter of Intent in the space provided and returning
one fully executed copy hereof to the undersigned.  We will commence our
due diligence investigation and the preparation of the Definitive Agreement
right away. 










AGREED
TO AND ACCEPTED ON

February
3, 2009.




Unico,
Inc.

 

By:  /s/
Kenneth Wiedrich

By:
/s/ Dr. Jean R. Fuselier

Kenneth
Wiedrich,
CFO               
Dr. Jean R. Fuselier Sr.
































Initials: /s/ K.W     /s/
J.F.   









Mr.
Kenneth Wiedrich, CFO

Unico, Inc. 

Letter of Intent

1-28-2009

Page 6 of 6













EXHIBIT A




FORM OF MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

(Attached to Original)





































































































Initials: /s/ K.W     /s/
J.F.