EXHIBIT 10.23


 





UNICO AMERICAN CORPORATION

INDEMNIFICATION AGREEMENT


This
Indemnification Agreement (this "Agreement") is made as of__________  by and between Unico American Corporation,
a Nevada corporation (the "Company"), and __________________  ("Indemnitee").


RECITALS


A.       The
Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as
directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or
both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to
the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and
officers;


B.       The
statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or
conflicting, and therefore fail to provide such directors and officers with adequate, reliable knowledge of legal risks to
which they are exposed or information regarding the proper course of action to take;


C.                  The
Company and Indemnitee recognize that plaintiffs often seek damages in such large amounts and the costs of litigation may be
so enormous (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond
the personal resources of directors and officers;


D.                 The
Company believes that it would not be in the best interests of the Company for its directors and officers to assume the risk
of huge judgments and other expenses which may occur in cases in which the director or officer received no personal profit
and in cases where the director or officer was not culpable;


E.                  The
Company, after reasonable investigation, has determined that the liability insurance coverage presently available to the
Company may be inadequate in certain circumstances to cover all possible exposure for which Indemnitee should be protected.
The Company believes that the interests of the Company and its stockholders would best be served by a combination of such
insurance and the indemnification by the Company of the directors and officers of the Company;


F.                 
Section 78.7502 of the Nevada Revised Statutes (the "NRS"), under which
the Company is organized,empowers the Company to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
in connection with the action, suit or proceeding, subject to certain conditions;


G.                 The
board of directors of the Company has determined that indemnification providing the maximum protection permitted by law is
not only reasonable and prudent but also promotes the best interests of the Company and its stockholders;


 



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H.              
The Company desires and has requested Indemnitee to serve or continue to serve as a director
or officer of the Company free from undue concern for unwarranted claims for damages arising out of or related to such services
to the Company; and


I.                
Indemnitee is willing to serve, continue to serve or to provide additional service for or
on behalf of the Company on the condition that he is furnished the indemnity provided for herein.


AGREEMENT


In
consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:


1.       Indemnification.


(a)                Third-Party
Proceedings. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee
was, is or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (other than a
Proceeding by or in the right of the Company to procure a judgment in the Company's favor), against all Expenses, judgments,
fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be
unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company
and, in the case of a criminal Proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful.


(b)                Proceedings
By or in the Right of the Company. To the fullest extent permitted by applicable law, the Company shall indemnify
Indemnitee, if Indemnitee was, is or is threatened to be made a party to or a participant (as a witness or otherwise) in any
Proceeding by or in the right of the Company to procure a judgment in the Company's favor, against all Expenses actually and
reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification
shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court
order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which
such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.


(c)                Success
on the Merits. To the fullest extent permitted by applicable law and to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any Proceeding referred to in Section 1(a) or Section 1(b) or the defense
of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee in connection therewith. Without limiting the generality of the foregoing, if
Indemnitee is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in a
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in
connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable law. If
any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice), without (i) the
disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of
guilty by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company, and (v) with respect to any
criminal






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Proceeding, an adjudication
that Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful, Indemnitee shall be considered for the purposes
hereof to have been wholly successful with respect thereto.


(d)                 Witness
Expenses. To the fullest extent permitted by applicable law and to the extent that Indemnitee is a witness or
otherwise asked to participate in any Proceeding to which Indemnitee is not a party, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding.


2.       Indemnification
Procedure.


(a)                 Advancement
of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and
reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a
statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such
advances shall be unsecured and interest free and shall be made without regard to Indemnitee's ability to repay the Expenses
and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement.
Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until
the matter of Indemnitee's entitlement to indemnification hereunder has been finally adjudicated by court order or
judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if,
and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under
the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this
Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other
form of undertaking shall be required to qualify for advances made hereunder other than the execution of this
Agreement.


(b)                 Notice
and Cooperation by Indemnitee. Indemnitee shall promptly notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter for
which indemnification will or could be sought under this Agreement. Such notice to the Company shall include a description of
the nature of, and facts underlying, the Proceeding, shall be directed to the Chief Executive Officer of the Company and
shall be given in accordance with the provisions of Section 13(d) below. In addition, Indemnitee shall give the Company such
additional information and cooperation as the Company may reasonably request. Indemnitee's failure to so notify, provide
information and otherwise cooperate with the Company shall not relieve the Company of any obligation which it may have to
Indemnitee under this Agreement, except to the extent that the Company is adversely affected by such
failure.


(c)                 Determination
of Entitlement. Notwithstanding any other provision in this Agreement, no determination as to entitlement to
indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding. Subject
to the foregoing, promptly after receipt of a statement requesting payment with respect to the indemnification rights set
forth in Section 1, to the extent required by applicable law, the Company shall take the steps necessary to authorize such
payment in the manner set forth in Section 78.751 of the NRS. The Company shall pay any claims made under this
Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing for
indemnification or advancement of Expenses, within thirty (30) days after a written request for payment thereof has first
been received by the Company, and if such claim is not paid in full within such thirty (30) day period, Indemnitee may, but
need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject
to Section 12, Indemnitee shall also be entitled to be paid for all Expenses actually and reasonably incurred by Indemnitee
in connection with bringing such action. It shall be a defense to any such action (other than






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an
action brought to enforce a claim for advancement of Expenses under Section 2(a)) that Indemnitee has not met the standards of
conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In making
a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof
to overcome that presumption with clear and convincing evidence to the contrary. The termination of any Proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, or, in the case of a criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's
conduct was unlawful. In addition, it is the parties' intention that if the Company contests Indemnitee's right to indemnification,
the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company
(including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders)
to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable
standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any
committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not met such
applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.
If any requested determination with respect to entitlement to indemnification hereunder has not been made within ninety (90) days
after the final disposition of the Proceeding, the requisite determination that Indemnitee's entitlement to indemnification shall
be deemed to have been made.


(d)                 Payment
Directions. To the extent payments are required to be made hereunder, the Company shall, in accordance with
Indemnitee's request (but without duplication), (i) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee
funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses.


(e)                 Notice
to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company has
director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such
Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.


(f)                  Defense
of Claim and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to advance
Expenses with respect to any Proceeding, the Company, if appropriate, shall be entitled to assume the defense of such
Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its
election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by
the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any
such Proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between
the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to
assume the defense of such Proceeding, then the fees and expenses of Indemnitee's counsel shall be at the expense of the
Company. In addition, if there exists a potential, but not an actual conflict of interest between the Company and Indemnitee,
the actual and reasonable legal fees and expenses incurred by Indemnitee for separate counsel retained by Indemnitee to
monitor the Proceeding (so that such counsel may assume Indemnitee's defense if the conflict of interest between the Company
and






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Indemnitee
becomes an actual conflict of interest) shall be deemed to be Expenses that are subject to indemnification hereunder. The existence
of an actual or potential conflict of interest, and whether such conflict may be waived, shall be determined pursuant to the rules
of attorney professional conduct and applicable law. The Company shall not be required to obtain the consent of Indemnitee for
the settlement of any Proceeding the Company has undertaken to defend if the Company assumes full and sole responsibility for each
such settlement; provided, however, that the Company shall be required to obtain Indemnitee's prior written approval, which
shall not be unreasonably withheld, before entering into any settlement which (1) does not grant Indemnitee a complete release
of liability, (2) would impose any penalty or limitation on Indemnitee, or (3) would admit any liability or misconduct by Indemnitee.


3.       Additional
Indemnification Rights.


(a)                Scope.
Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of
this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change,
after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Nevada corporation to
indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of
Indemnitee's rights and the Company's obligations under this Agreement. In the event of any change in any applicable law,
statute or rule which narrows the right of a Nevada corporation to indemnify a member of its board of directors or an
officer, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement
shall have no effect on this Agreement or the parties' rights and obligations hereunder.


(b)                Nonexclusivitv.
The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be
entitled under the Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or
disinterested members of the Company's Board of Directors, the NRS, or otherwise, both as to action in Indemnitee's official
capacity and as to action in another capacity while holding such office.


(c)                Interest
on Unpaid Amounts. If any payment to be made by the Company to Indemnitee hereunder is delayed by more than ninety
(90) days from the date the duly prepared request for such payment is received by the Company, interest shall be paid by the
Company to Indemnitee at the legal rate under Nevada law for amounts which the Company indemnifies or is obligated to
indemnify for the period commencing with the date on which Indemnitee actually incurs such Expense or pays such judgment,
fine or amount in settlement and ending with the date on which such payment is made to Indemnitee by the Company.


(d)                Information
Sharing. If Indemnitee is the subject of or is implicated in any way during an investigation, whether formal or
informal, the Company shall share with Indemnitee any information the Company has furnished to any third parties concerning
the investigation provided that, at the time such information is so furnished to such third party, Indemnitee continues to
serve in one or more capacities giving rise to the Company's indemnification obligations under Section 1.


(e)               
Third-Party Indemnification. The Company hereby acknowledges that Indemnitee
has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one
or more third parties (collectively, the "Third-Party Indemnitors"). The Company hereby agrees that it is the
indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors
to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary),
and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement,






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or indemnification, from any Third-Party
Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this
Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which
Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated
to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company
if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of
competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the
preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors
with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.


4.       Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in
connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is
entitled.


5.       Director and Officer Liability
Insurance.


(a)                D&O
Policy. The Company shall, from time to time, make the good faith determination whether or not it is practicable for
the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the
directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of
its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of
obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and
officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or
of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key
employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is
not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if
the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee
is covered by similar insurance maintained by a parent or subsidiary of the Company.


(b)                Tail
Coverage. In the event of a Change of Control or the Company's becoming insolvent (including being placed into
receivership or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all
insurance policies then maintained by the Company in providing insurance (directors' and officers' liability, fiduciary,
employment practices or otherwise) in respect of Indemnitee, for a period of six years thereafter.


6.       Severability.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act
in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this
Agreement shall not constitute a breach of this Agreement. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full
extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this
Agreement not so invalidated shall be enforceable in accordance with its terms.


 



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7.       Exclusions. Any
other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:


(a)                Claims
Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or
brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish, enforce
or interpret a right to indemnification under this Agreement or any other statute or law or otherwise as required under the
NRS, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board of
Directors finds it to be appropriate; provided, however, that the exclusion set forth in the first clause of this
subsection shall not be deemed to apply to any investigation initiated or brought by Indemnitee to the extent
reasonably necessary or advisable in support of Indemnitee's defense of a Proceeding to which Indemnitee was, is or is
threatened to be made, a party;


(b)                Lack
of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding
instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other
statute or law or otherwise as required under the NRS, if a court of competent jurisdiction determines that each of the
material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;


(c)                Insured
Claims. To indemnify Indemnitee for Expenses to the extent such Expenses have been paid directly to Indemnitee by an
insurance carrier under an insurance policy maintained by the Company; or


(d)                Certain
Exchange Act Claims. To indemnify Indemnitee in connection with any claim made against Indemnitee for (i) an
accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act or any similar successor statute or any similar provisions of state
statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or
equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in
each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), or the payment to the
Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the
Sarbanes-Oxley Act); provided, however, that to the fullest extent permitted by applicable law and to the extent
Indemnitee is successful on the merits or otherwise with respect to any such Proceeding, the Expenses actually and reasonably
incurred by Indemnitee in connection with any such Proceeding shall be deemed to be Expenses that are subject to
indemnification hereunder.


8.       Contribution Claims.


(a)       If
the indemnification provided in Section 1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason
other than those set forth in Section 7, then in respect to any Proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in
lieu of indemnifying Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for
Expenses, judgments, fines or amounts paid in settlement, in connection with any Proceeding without requiring Indemnitee to
contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time
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(b)       With
respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to
the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that
may be brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly
liable with Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement
if such Proceeding had been brought against Indemnitee.


9.                   No
Imputation. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the
Company or the Company itself shall not be imputed to Indemnitee for purposes of determining any rights under this
Agreement.


10.                Determination
of Good Faith. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good
faith if Indemnitee's action is based on the records or books of account of the Enterprise, including financial statements,
or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of
legal counsel for the Enterprise or the Board of Directors of the Enterprise or any counsel selected by any committee of the
Board of Directors of the Enterprise or on information or records given or reports made to the Enterprise by an independent
certified public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with
reasonable care by the Enterprise or the Board of Directors of the Enterprise or any committee thereof. The provisions of
this Section 10 shall not be deemed to be exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct. Whether or not the foregoing provisions of this
Section are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.


11.               
Defined Terms and Phrases. For purposes of this Agreement, the following terms
shall have the following meanings:


(a)             
"Beneficial Owner" and "Beneficial Ownership" shall have
the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.


(b)             
"Change of Control" shall be deemed to occur upon the earliest of any
of the following events:


(i)                   Acquisition
of Stock by Third Party. Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing fifteen percent (15%) or more of the combined voting power of the Company's then outstanding securities
entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the
Company's securities by any Person results solely from a reduction in the aggregate number of outstanding shares of
securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the
Continuing Directors and such acquisition would not constitute a Change of Control under part (iii) of
this definition.


(ii)                 Change
in Board of Directors. Individuals who, as of the date of this Agreement, constitute the Company's Board of Directors
(the "Board"), and any new director whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the
date of this Agreement (collectively, the "Continuing Directors"), cease for any reason to constitute at
least a majority of the members of the Board.






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(iii)            
Corporate Transaction. The effective date of a reorganization,
merger, or consolidation of the Company (a "Business Combination"), in each case, unless, following such Business
Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled
to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the
election of directors resulting from such Business Combination (including a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business Combination, of the securities entitled to vote generally
in the election of directors and with the power to elect at least a majority of the Board or other governing body of the surviving
entity; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or
indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election
of directors of such corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at
least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors
at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business
Combination.


(iv)              Liquidation.
The approval by the Company's stockholders of a complete liquidation of the Company or an agreement or series of agreements
for the sale or disposition by the Company of all or substantially all of the Company's assets, other than factoring the
Company's current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with
such a liquidation, sale or disposition in one transaction or a series of related transactions).


(v)                Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item or any similar schedule or form) promulgated under the
Exchange Act whether or not the Company is then subject to such reporting requirement.


(c)              "Company"
shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a
director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other enterprise,
Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had
continued.


(d)             "Enterprise"
means the Company and any other enterprise that Indemnitee was or is serving at the request of the Company as a director,
officer, partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or
agent.


(e)             
"Exchange Act" means the Securities Exchange
Act of 1934, as amended.


(f)              "Expenses"
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including all attorneys'
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt
of






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any payment under this Agreement
(including taxes that may be imposed upon the actual or deemed receipt of payments under this Agreement with respect to the imposition
of federal, state, local or foreign taxes), fax transmission charges, secretarial services and all other disbursements, obligations
or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be
a witness in, settlement or appeal of, or otherwise participating in a Proceeding. Expenses also shall include any of the forgoing
expenses incurred in connection with any appeal resulting from any Proceeding, including the principal, premium, security for,
and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent. Expenses also shall include
any interest, assessment or other charges imposed thereon and costs incurred in preparing statements in support of payment requests
hereunder. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


(g)                "Person"
shall have the meaning as set forth in Section 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided,
however, that "Person" shall exclude: (i) the Company; (ii) any direct or indirect majority owned subsidiaries
of the Company; (iii) any employee benefit plan of the Company or any direct or indirect majority owned subsidiaries of the
Company or of any corporation owned, directly or indirectly, by the Company's stockholders in substantially the same
proportions as their ownership of stock of the Company (an "Employee Benefit Plan"); and (iv) any trustee or
other fiduciary holding securities under an Employee Benefit Plan.


(h)                "Proceeding"
shall include any actual, threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether
brought by a third party, a government agency, the Company or its Board of Directors or a committee thereof, whether in the
right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal,
administrative, legislative or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee
was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that
Indemnitee is or was a director, officer, employee or agent of the Company, by reason of any action (or failure to act) taken
by Indemnitee or of any action (or failure to act) on Indemnitee's part while acting as a director, officer, employee or
agent of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director,
officer, partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent of
any other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement.


(i)       In
addition, references to "other enterprise" shall include another corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or any other enterprise; references to
"fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan;
references to "serving at the request of the Company" shall include any service as a director, officer,
employee or agent of the Company which imposes duties on, or involves services by Indemnitee with respect to an employee
benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed
to have acted in a manner "not opposed to the best interests of the Company" as referred to in this
Agreement; references to "include" or "including" shall mean include or including, without
limitation; and references to Sections, paragraphs or clauses are to Sections, paragraphs or clauses in this Agreement unless
otherwise specified.


12.       Attorneys'
Fees. In the event that any Proceeding is instituted by Indemnitee under this Agreement
to enforce or interpret any of the terms hereof, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee in connection with such Proceeding,


 



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unless a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee as a basis for such Proceeding were not made in good faith or
were frivolous. In the event of a Proceeding instituted by or in the name of the Company under this Agreement or to enforce or
interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee in connection with such Proceeding (including with respect to Indemnitee's counterclaims and cross-claims
made in such action), unless a court of competent jurisdiction determines that each of Indemnitee's material defenses to such action
were made in bad faith or were frivolous.


13.       Miscellaneous.


(a)                Governing
Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of Nevada, without giving effect
to principles of conflicts of law.


(b)                Entire
Agreement; Binding Effect. Without limiting any of the rights of Indemnitee described in Section 3(b), this Agreement
sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior
discussions and supersedes any and all previous agreements between them covering the subject matter herein. The
indemnification provided under this Agreement applies with respect to events occurring before or after the effective date of
this Agreement, and shall continue to apply even after Indemnitee has ceased to serve the Company in any and all indemnified
capacities.


(c)                Amendments
and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement,
shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any
rights under this Agreement shall not be construed as a waiver of any rights of such party.


(d)                Notices.
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed
sufficient when delivered personally or sent by fax or 48 hours after being sent by nationally-recognized courier or
deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified
at such party's address or fax number as set forth below or as subsequently modified by written notice.


(e)                Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


(f)                
Successors and Assigns. This Agreement shall be binding upon the Company and
its successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially
all of the business and/or assets of the Company) and assigns, and inure to the benefit of Indemnitee and Indemnitee's heirs, executors,
administrators, legal representatives and assigns. The Company shall require and cause any successor (whether direct or indirect
by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such succession had taken place.


(g)               
No Employment Rights. Nothing contained in this Agreement is intended to create
in Indemnitee any right to continued employment.






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(h)               
Company Position. The Company shall be precluded from asserting, in any Proceeding
brought for purposes of establishing, enforcing or interpreting any right to indemnification under this Agreement, that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company
is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.


(i)                
Subrogation. In the event of payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required
and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce
such rights.


(Signature
Page Follows)






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The parties
have executed this Agreement as of the date first set forth above.


THE
COMPANY:


UNICO
AMERICAN CORPORATION


By:___________________________________


Cary
L. Cheldin


President
& Chief Executive Officer


AGREED TO AND ACCEPTED:


INDEMNITEE:





_____________________________________ 



(PRINT
NAME)


_____________________________________ 


(Signature)








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