UNICO INC /NM/, S-8, 1998-09-14

UNICO INC /NM/
S-8, 1998-09-14
PETROLEUM BULK STATIONS & TERMINALS

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<PAGE> 1

As Filed with the Securities and Exchange Commission on September 14, 1998

File No. 33-_____

===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------------

FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

-------------------

UNICO, INC.
(Exact Name of Registrant as Specified in its Charter)

New Mexico 85-0270072
(State or Other Jurisdiction of (IRS Employer ID No.)
Incorporation or Organization)

2925 BAYVIEW DRIVE
FREMONT, CALIFORNIA 94538
(Address of Principal Executive Offices)

-------------------

EMPLOYMENT AND CONSULTING CONTRACTS
(Full Title of the Plans)

-------------------

CT Corporation System
123 East Marcy
Santa Fe, New Mexico 87501
(Name and Address of Agent for Service)

(800) 888-9207
(Telephone Number, Including Area Code, of
Agent for Service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Common Stock 390,000 $2.10(1) $ 819,000 $241.61
($0.20 par value)
- ------------------------------------------------------------------------------------------------------------
TOTAL 390,000 (2) NA $ 819,000 $241.61
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated at September 10, 1998 pursuant to Rule 457(h) under the Securities
Act of 1933, as amended solely for the purpose of calculating the amount of the
registration fee.

(2) Shares registered pursuant to this Registration Statement available for
issuance pursuant to those three (3) Consulting Agreements.

-1-

<PAGE> 2

Part I

INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
-----------------------------------------------------

ITEM 1. Plan Information

ITEM 2. Registrant Information

The Information required by Items 1 and 2 of Part I is included in the
documents sent or given to the participants.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents of Unico, Inc. (the "Company"), previously
filed with the Securities and Exchange Commission, are incorporated herein by
reference:

1. The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1998;

2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the above reference to the Company's Annual report on Form
10-K.

3. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of The Securities Exchange Act of 1934 after the date of
this Registration Statement, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement
and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Amended Articles of Incorporation give the Company the power, to
the maximum extent permitted by the New Mexico Business Corporations Act, to
indemnify each of its officers, directors, employees and agents, against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was an agent of the corporation. Such indemnity
extends to any person who is or was a director, officer, employee, or other
agent of the corporation; who is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation
that was a predecessor or other enterprise; or who was a director, officer,
employee, or agent of a corporation that was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

-2-

<PAGE> 3

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

5.1 Opinion of Kristin M. Cano, Attorney at law, as to the validity of
the securities registered hereunder.

10.1 Consulting Agreement between Registrant and Ike Suri

10.2 Consulting Agreement between Registrant and John Hwang.

10.3 Consulting Agreement between Registrant and Leo Murphy.

23.1 Consent of Kristin M. Cano (set forth in the opinion filed as
Exhibit 5.1 to this Registration Statement).

23.2 Consent of Atkinson & Co. Limited.

ITEM 9. UNDERTAKINGS.

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof), which, individually or in the aggregate,
represents a fundamental change in the information set forth
in the Registration Statement; and

(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; PROVIDED,
HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not
apply if the Registration Statement is on Form S-3 or Form
S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of this Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities at the time and shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

-3-

<PAGE> 4

B. The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at the time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions described under Item 6 above, or otherwise, the
Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in
connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Fremont,
State of California on August 27, 1998.

UNICO, INC.

By: \s\ JOHN HWANG
--------------------------------
John Hwang
President and Chief
Executive Officer

-4-

<PAGE> 5

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
\s\ JOHN HWANG Chairman of the Board, August 17, 1998
- ----------------------------------------- President and Chief
John Hwang Executive Officer
(Principal Executive Officer)

\s\
- ----------------------------------------- Chief Financial Officer August __, 1998
(Principal Financial and
Accounting Officer)
Officer)

\s\ FYNNA BERNARDEZ Secretary August 18, 1998
- -----------------------------------------
Fynna Bernardez

\s\ ROGER SYKES Director August 18, 1998
- -----------------------------------------
Roger Sykes

\s\ WING PO SZETO Director August 18, 1998
- -----------------------------------------
Wing Po Szeto

\s\ Director August __, 1998
- -----------------------------------------

\s\ Director August __,1998
- -----------------------------------------

</TABLE>

-5-

<PAGE> 6

EXHIBIT INDEX

NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------

5.1 Opinion of Kristin M. Cano, Attorney at law, as to the
validity of the securities registered hereunder.

10.1 Consulting Agreement between Registrant and Ike Suri

10.2 Consulting Agreement between Registrant and John Hwang.

10.3 Consulting Agreement between Registrant and Leo Murphy.

23.1 Consent of Kristin M. Cano (set forth in the opinion filed
as Exhibit 5.1 to this Registration Statement).

23.2 Consent of Atkinson & Co. Limited.

-6-

<PAGE> 1

EXHIBIT 5.1

LAW OFFICE OF KRISTIN M. CANO,
ONE CORPORATE PLAZA, SUITE 110
NEWPORT BEACH, CA 92660
TELEPHONE: (949) 759-1505
FACSIMILE: (949) 640-9535

September 9, 1998

UNICO, INC.
2925 BAYVIEW DRIVE
FREMONT, CALIFORNIA 94538

RE: UNICO, INC.
Registration Statement on Form S-8

Ladies & Gentlemen:

Unico, Inc. a New Mexico corporation (the "Company"), proposes to
issue under a Form S-8 Registration Statement (the "Registration Statement") up
to 390,000 shares of Common Stock (the "Shares"), pursuant to Consulting
Agreements with Ike Suri, John Hwang and Leo Murphy.

In rendering the following opinion, we have examined and relied only
upon the documents, certificates of officers of the Company as are specifically
described below. In our examination, we have assumed the genuineness of all
signatures, the authenticity, accuracy and completeness of the documents
submitted to us as originals, and the conformity with the original documents of
all documents submitted to us as copies. Our examination was limited to the
following documents and no others:

1. Certificate of Incorporation of the Company, as amended to date;

2. By-Laws of the Company, as amended to date;

3. Resolutions adopted by the Board of Directors of the Company
authorizing the Agreements and the issuance of the Shares;

4. The Registration Statement, together with all amendments thereto,
exhibits filed in connection therewith and incorporated therein by
reference and form of prospectus contained therein including all
documents incorporated therein by reference; and

5. The Agreements.

We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.

Based upon and subject to the foregoing, it is our opinion that the Shares,
subject to effectiveness of the Registration Statement and compliance with
applicable Blue Sky laws, and subject to the proper execution and delivery of
stock certificates evidencing the Shares, when issued and delivered against
payment therefor in accordance with the terms of the Agreements, and as set
forth in the Registration Statement, will constitute legally issued, fully paid
and nonassessable shares of common stock of the Company.

<PAGE> 2

September 9, 1998

Unico, Inc.
Registration Statement on Form S-8
Page 2

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; and to the filing of this opinion in connection with
such filings of applications as may be necessary to register, qualify or
establish eligibility for an exemption from registration or qualification of the
Shares under the blue sky laws of any state or other jurisdiction although we
express no opinion as to state securities laws herein. In giving this consent,
we do not admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.

The opinions set forth herein are based upon the federal laws of the
United States of America, the laws of the State of California and the corporate
laws of the State of New Mexico all as now in effect. We express no opinion as
to whether the laws of any particular jurisdiction apply, and no opinion to the
extent that the laws of any jurisdiction other than those identified above are
applicable to the subject matter hereof.

The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement.

Sincerely,

\s\ KRISTIN M. CANO
-----------------------------
Law Office of Kristin M. Cano

<PAGE> 1
EXHIBIT 10.1

CONSULTING AGREEMENT

This Agreement is entered into as of September 15, 1997 by and between
Unico, Inc. (the "Company") with a principal place of business at 48507 Milmont
Drive, Suite B, Fremont, California, and Ike Suri ("Consultant"), with a
principal place of business at 1601 N. Sepulveda Blvd., Suite 243, Manhattan
Beach, California.

W I T N E S S E T H

WHEREAS, the Company has entered into an agreement wherein and whereby
the Company has acquired Starlicon International Corporation ("Starlicon")
effective June 26, 1998 (the Acquisition");

WHEREAS, it is the desire of the Company to effectuate all steps
necessary to bring about a smooth transition in combining the business
operations of the Company and Starlicon;

WHEREAS, it is the desire of the Company to engage the services of the
Consultant to render consultation and management services in connection with
assisting the Company in effectuating a smooth transition in combining the
business operations of the Company and Starlicon.

WHEREAS, it is the desire of the Consultant to consult with the Board
of Directors, the officers of the Company, and the administrative staff, and to
undertake for the Company the direction of certain functions in effectuating a
smooth transition in combining the business operations of the Company and
Starlicon.

NOW THEREFORE in consideration of the promises set forth below and
other good and valuable consideration, receipt of which is hereby acknowledged,
the Company and Consultant agree as follows:

<PAGE> 2

ARTICLE 1.

TERM OF CONTRACT

1.01. This agreement will become effective September 15, 1997 and will
continue in effect until June 30, 1999 unless terminated earlier.

ARTICLE 2.

SERVICES TO BE PERFORMED BY Consultant

2.01. Specific Services. Consultant agrees to advise Company as to
strategy development, corporate development, foreign marketing, management
consulting and in connection with mergers and acquisitions.

2.02. Method of Performing Services. Consultant will determine the method,
details, and means of performing the above-described services.

2.03. Status of Consultant. Consultant enters into this agreement, and will
remain throughout the term of the agreement, as an independent contractor.
Consultant agrees that he is not and will not become an employee, partner,
agent, or principal of the Company while this agreement is in effect. Consultant
agrees is not entitled to the rights or benefits afforded to the Company's
employees, including disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, or any other employment benefit.
Consultant is responsible for providing, at his own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits, and
licenses for himself and for his employees and subcontractors.

2.04 Payment of Income Taxes. Consultant is responsible for paying when due all
income taxes, including estimated taxes, incurred as a result of the
compensation paid by the Company to Consultant for services under this
agreement. On request, Consultant will provide the Company with proof of timely
payment. Consultant agrees to indemnify the Company for any claims, costs,
losses, fees, penalties, interest, or damages suffered by the Company resulting
from Consultant's failure to comply with this provision.

<PAGE> 3

2.05 Use of Employees or Subcontractors. Consultant may, at
Consultant's own expense, use any employees or subcontractors as Consultant
deems necessary to perform the services required of Consultant by this
Agreement. The Company may not control, direct, or supervise Consultant's
employees or subcontractors in the performance of those services.

ARTICLE 3

COMPENSATION

3.01 Compensation. In consideration for the services to be performed
by the Consultant, the Company agrees to pay Consultant 130,000 shares of free
trading stock of the Company. The Company agrees to expeditiously take all steps
necessary to register such shares by means of a Form S-8 Registration Statement.
Upon execution of this Agreement, the absolute entitlement to 65,000 of the
above-references 130,000 shares shall vest in the Consultant as a retainer. The
balance of the shares shall vest in the Consultant the earlier of i) completion
of the services described in Article 2 or ii) the expiration of the term set
forth in Article 1.

ARTICLE 4.

OBLIGATIONS OF Consultant

4.01. Minimum Amount of Service. Consultant agrees to devote a minimum
of 35 hours per month to performing the above-described services.

4.02. Non-Exclusive Relationship. Consultant may represent, perform
services for, and contract with as many additional clients, persons, or
companies as Consultant, in his sole discretion, sees fit.

4.03. Time and Place of Performing Work. Consultant may perform the
services under this agreement at any suitable time and location he chooses.

<PAGE> 4

4.04. Tools, Materials, and Equipment. Consultant will supply all
tools, materials, and equipment required to perform the services under this
agreement.

4.05. Workers' Compensation. Consultant agrees to provide workers'
compensation insurance for Consultant's employees and agents and agrees to hold
harmless and indemnify The Company for any and all claims arising out of any
injury, disability, or death of any of Consultant's employees or agents.

4.06. Limited Liability. Consultant will not be liable to the Company,
or to anyone who may claim any right due to a relationship with the Company, for
any acts or omissions in the performance of services under the terms of this
agreement or on the part of the employees or agents of Consultant unless those
acts or omissions are due to willful misconduct. The Company will indemnify and
hold Consultant free and harmless from any obligations, costs, claims,
judgments, attorneys' fees, and attachments arising from, growing out of, or in
any way connected with the services rendered to the Company under the terms of
this agreement, unless Consultant is judged by a court of competent jurisdiction
to be guilty of willful misconduct.

4.07. Consultant's Qualifications. Consultant represents that
he has the qualifications and skills necessary to perform the services under
this agreement in a competent, professional manner, without the advice or
direction of the Company. This means Consultant is able to fulfill the
requirements of this agreement. Failure to perform all the services required
under this agreement constitutes a material breach of the agreement. Consultant
has complete and sole discretion for the manner in which the work under this
agreement will be performed.

4.08. Indemnity. Consultant agrees to indemnify, defend, and hold the
Company free and harmless from all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties, attorneys' fees, and costs, that the Company may incur as a
result of a breach by Consultant of any representation or agreement contained in
this Agreement.

4.09. Assignment. Neither this Agreement nor any duties or obligations
under this Agreement may be assigned by Consultant without the prior written
consent of the Company.

<PAGE> 5

ARTICLE 5.

OBLIGATIONS OF THE COMPANY

5.01. Cooperation of The Company . The Company agrees to comply with all
reasonable requests of Consultant and provide access to all documents reasonably
necessary to the performance of Consultant's duties under this agreement.

5.02. Assignment. Neither this agreement nor any duties or obligations under
this agreement may be assigned by The Company without the prior written consent
of Consultant.

ARTICLE 6.

TERMINATION OF AGREEMENT

6.01 Expiration of Agreement. Unless otherwise terminated as provided in this
Agreement, this Agreement will continue in effect for a period of 6 calendar
months or until the services provided for in this Agreement have been fully
performed, whichever is sooner and shall then terminate unless renewed in
writing by both parties.

6.02 Termination on Occurrence of Stated Events. This Agreement will terminate
automatically on the occurrence of any of the following events:

(a) Bankruptcy or insolvency of either party.

(b) Sale of the business of either party.

<PAGE> 6

ARTICLE 7.

GENERAL PROVISIONS

7.01. Notices. Any notices required to be given under this agreement by either
party to the other may be effected by personal delivery in writing or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices must be addressed to the parties at the addresses appearing in the
introductory paragraph of this agreement, but each party may change the address
by giving written notice in accordance with this paragraph. Notices delivered
personally will be deemed communicated as of actual receipt; mailed notices will
be deemed communicated as of the fifth day after mailing.

7.02. Entire Agreement of the Parties. This agreement supersedes any and all
agreements, either oral or written, between the parties with respect to the
rendering of services by Consultant for the Company and contains all of the
representations, covenants, and agreements between the parties with respect to
the rendering of those services. Each party to this agreement acknowledges that
no representations, inducements, promises, or agreements, orally or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are
not contained in this agreement, and that no other agreement, statement, or
promise not contained in this agreement will be valid or binding. Any
modification of this agreement will be effective only if it is in a writing
signed by the party to be charged.

7.03. Partial Invalidity. If any provision of this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions will continue in full force and effect without being impaired or
invalidated in any way.

7.04. Payment of Moneys Due Deceased Consultant. If Consultant dies before
completing the services under this agreement, any moneys due Consultant from the
Company under this agreement as of the date of death will be paid to the
Consultant's executors, administrators, heirs, personal representatives,
successors, and assigns.

<PAGE> 7

The arbitration will comply with and be governed by the provisions of the
California Arbitration Act, Sections 1280 through 1294.2 of the California Code
of Civil Procedure.

The parties will each appoint one person to hear and determine the dispute. If
those two persons are unable to agree, then they will select a third impartial
arbitrator whose decision will be final and conclusive on both parties. The cost
of arbitration will be borne in a proportion the arbitrators determine.

7.06. Attorneys' Fees. If any legal action, including an action for declaratory
relief, is brought to enforce or interpret the provisions of this agreement, the
prevailing party will be entitled to reasonable attorneys' fees, which may be
set by the court in the same action or in a separate action brought for that
purpose, in addition to any other relief to which that party may be entitled.

<PAGE> 8

7.07. Governing Law. This agreement will be governed by and
construed in accordance with the laws of the State of California.

Executed at __________________, California, on ______________, 1998.

UNICO, INC.

By: /s/ WING PO SZETO
-----------------------------
Wing Po Szeto, President

CONSULTANT

/s/ IKE SURI
-----------------------------
Ike Suri

<PAGE> 1
EXHIBIT 10.2

CONSULTING AGREEMENT

This Agreement is entered into as of June 9, 1997 by and between
Unico, Inc. (the "Company") with a principal place of business at 48507 Milmont
Drive, Suite B, Fremont, California, and John Hwang ("Consultant"), with a
principal place of business at Fremont, California.

W I T N E S S E T H

WHEREAS, the Company has entered into an agreement wherein and whereby
the Company has acquired Starlicon International Corporation ("Starlicon")
effective June 26, 1998 (the Acquisition");

WHEREAS, it is the desire of the Company to effectuate all steps
necessary to bring about a smooth transition in combining the business
operations of the Company and Starlicon;

NOW THEREFORE in consideration of the promises set forth below and
other good and valuable consideration, receipt of which is hereby acknowledged,
the Company and Consultant agree as follows:

<PAGE> 2

ARTICLE 1.

TERM OF CONTRACT

1.01. This agreement will become effective June 9, 1997 and will
continue in effect for a period of one (1) calendar year unless terminated
earlier.

ARTICLE 2.

SERVICES TO BE PERFORMED BY CONSULTANT

2.01. Specific Services. Consultant agrees to advise Company as to
strategic development, market analysis and global positioning of the Company's
products, corporate development and identification of business opportunities,
identification of new product lines and markets therefore, foreign marketing,
adviser to the Board of Directors, due diligence and management consulting and
in connection with mergers and acquisitions.

2.02. Method of Performing Services. Consultant will determine the
method, details, and means of performing the above-described services.

2.03. Status of Consultant. Consultant enters into this agreement, and
will remain throughout the term of the agreement, as an independent contractor.
Consultant agrees that he is not and will not become an employee, partner,
agent, or principal of the Company while this agreement is in effect. Consultant
agrees is not entitled to the rights or benefits afforded to the Company's
employees, including disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, or any other employment benefit.
Consultant is responsible for providing, at his own expense, disability,
unemployment, and other insurance, worker's compensation, training, permits, and
licenses for himself and for his employees and subcontractors.

2.04 Payment of Income Taxes. Consultant is responsible for paying
when due all income taxes, including estimated taxes, incurred as a result of
the compensation paid by the Company to Consultant for services under this
agreement. On request, Consultant will provide the Company with proof of timely
payment. Consultant agrees to indemnify the Company for any claims, costs,
losses, fees, penalties, interest, or damages suffered by the Company resulting
from Consultant's failure to comply with this provision.

<PAGE> 3

ARTICLE 3

COMPENSATION

ARTICLE 4.

OBLIGATIONS OF Consultant

4.01. Minimum Amount of Service. Consultant agrees to devote a minimum
of 35 hours per month to performing the above- described services.

4.02. Non-Exclusive Relationship. Consultant may represent, perform
services for, and contract with as many additional clients, persons, or
companies as Consultant, in his sole discretion, sees fit.

4.03. Time and Place of Performing Work. Consultant may perform the
services under this agreement at any suitable time and location he chooses.

4.04. Tools, Materials, and Equipment. Consultant will supply all
tools, materials, and equipment required to perform the services under this
agreement.

<PAGE> 4

4.07. Consultant's Qualifications. Consultant represents that he has
the qualifications and skills necessary to perform the services under this
agreement in a competent, professional manner, without the advice or direction
of the Company. This means Consultant is able to fulfill the requirements of
this agreement. Failure to perform all the services required under this
agreement constitutes a material breach of the agreement. Consultant has
complete and sole discretion for the manner in which the work under this
agreement will be performed.

4.09. Assignment. Neither this Agreement nor any duties or obligations
under this Agreement may be assigned by Consultant without the prior written
consent of the Company.

<PAGE> 5

ARTICLE 5.

OBLIGATIONS OF THE COMPANY

5.01. Cooperation of The Company . The Company agrees to comply with
all reasonable requests of Consultant and provide access to all documents
reasonably necessary to the performance of Consultant's duties under this
agreement.

5.02. Assignment. Neither this agreement nor any duties or obligations
under this agreement may be assigned by The Company without the prior written
consent of Consultant.

ARTICLE 6.

TERMINATION OF AGREEMENT

6.01 Expiration of Agreement. Unless otherwise terminated as provided
in this Agreement, this Agreement will continue in effect for a period of 6
calendar months or until the services provided for in this Agreement have been
fully performed, whichever is sooner and shall then terminate unless renewed in
writing by both parties.

6.02 Termination on Occurrence of Stated Events. This Agreement will
terminate automatically on the occurrence of any of the following events:

(a) Bankruptcy or insolvency of either party.

(b) Sale of the business of either party.

<PAGE> 6

ARTICLE 7.

GENERAL PROVISIONS

7.01. Notices. Any notices required to be given under this agreement
by either party to the other may be effected by personal delivery in writing or
by mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices must be addressed to the parties at the addresses appearing in
the introductory paragraph of this agreement, but each party may change the
address by giving written notice in accordance with this paragraph. Notices
delivered personally will be deemed communicated as of actual receipt; mailed
notices will be deemed communicated as of the fifth day after mailing.

<PAGE> 7

orally or otherwise, have been made by any party, or anyone acting on behalf of
any party, which are not contained in this agreement, and that no other
agreement, statement, or promise not contained in this agreement will be valid
or binding. Any modification of this agreement will be effective only if it is
in a writing signed by the party to be charged.

7.05. Arbitration. Any controversy between the parties to this agreement
involving the construction or application of any of the terms, covenants, or
conditions of this agreement will, on the written request of one party served on
the other, be submitted to arbitration. The arbitration will comply with and be
governed by the provisions of the California Arbitration Act, Sections 1280
through 1294.2 of the California Code of Civil Procedure.

7.07. Governing Law. This agreement will be governed by and construed in
accordance with the laws of the State of California.

Executed at __________________, California, on ______________, 1998.

UNICO, INC.

By: /s/ WING PO SZETO
-----------------------------
Wing Po Szeto, President

CONSULTANT

/s/ JOHN HWANG
-----------------------------
John Hwang

<PAGE> 1
EXHIBIT 10.3

CONSULTING AGREEMENT

This Agreement is entered into as of November 1, 1997 by and between
Unico, Inc. (the "Company") with a principal place of business at 48507 Milmont
Drive, Suite B, Fremont, California, and Leo Murphy ("Consultant"), with a
principal place of business at 1720 Candlestick Lane, Newport Beach, California.

W I T N E S S E T H

WHEREAS, the Company has entered into an agreement wherein and whereby
the Company has acquired Starlicon International Corporation ("Starlicon")
effective June 26, 1998 (the Acquisition");

WHEREAS, it is the desire of the Company to effectuate all steps
necessary to bring about a smooth transition in combining the business
operations of the Company and Starlicon;

NOW THEREFORE in consideration of the promises set forth below and
other good and valuable consideration, receipt of which is hereby acknowledged,
the Company and Consultant agree as follows:

<PAGE> 2

ARTICLE 1.

TERM OF CONTRACT

1.01. This agreement will become effective November 1, 1997, and will continue
in effect for a period of one (1) calendar year unless terminated earlier.

ARTICLE 2.

SERVICES TO BE PERFORMED BY CONSULTANT

2.01. Specific Services. Consultant agrees to act as a systems liaison for
solving internal problems generated or otherwise caused by the business
combination. Consultant will conduct an industry review, engage in strategic
planning, conduct due diligence related to business opportunities, and perform
tasks called for by management.

2.02. Method of Performing Services. Consultant will determine the method,
details, and means of performing the above-described services.

<PAGE> 3

the Company for any claims, costs, losses, fees, penalties, interest, or damages
suffered by the Company resulting from Consultant's failure to comply with this
provision.

2.05 Use of Employees or Subcontractors. Consultant may, at Consultant's own
expense, use any employees or subcontractors as Consultant deems necessary to
perform the services required of Consultant by this Agreement. The Company may
not control, direct, or supervise Consultant's employees or subcontractors in
the performance of those services.

ARTICLE 3

COMPENSATION

3.01 Compensation. In consideration for the services to be performed by the
Consultant, the Company agrees to pay Consultant 130,000 shares of free trading
stock of the Company. The Company agrees to expeditiously take all steps
necessary to register such shares by means of a Form S-8 Registration Statement.
Upon execution of this Agreement, the absolute entitlement to 65,000 of the
above-references 130,000 shares shall vest in the Consultant as a retainer. The
balance of the shares shall vest in the Consultant the earlier of i) completion
of the services described in Article 2 or ii) the expiration of the term set
forth in Article 1.

ARTICLE 4.

OBLIGATIONS OF CONSULTANT

4.01. Minimum Amount of Service. Consultant agrees to devote a minimum of 35
hours per month to performing the above-described services.

4.02. Non-Exclusive Relationship. Consultant may represent, perform services
for, and contract with as many additional clients, persons, or companies as
Consultant, in his sole discretion, sees fit.

<PAGE> 4

4.03. Time and Place of Performing Work. Consultant may perform the services
under this agreement at any suitable time and location he chooses.

4.04. Tools, Materials, and Equipment. Consultant will supply all tools,
materials, and equipment required to perform the services under this agreement.

4.05. Workers' Compensation. Consultant agrees to provide workers' compensation
insurance for Consultant's employees and agents and agrees to hold harmless and
indemnify The Company for any and all claims arising out of any injury,
disability, or death of any of Consultant's employees or agents.

4.06. Limited Liability. Consultant will not be liable to the Company, or to
anyone who may claim any right due to a relationship with the Company, for any
acts or omissions in the performance of services under the terms of this
agreement or on the part of the employees or agents of Consultant unless those
acts or omissions are due to willful misconduct. The Company will indemnify and
hold Consultant free and harmless from any obligations, costs, claims,
judgments, attorneys' fees, and attachments arising from, growing out of, or in
any way connected with the services rendered to the Company under the terms of
this agreement, unless Consultant is judged by a court of competent jurisdiction
to be guilty of willful misconduct.

4.07. Consultant's Qualifications. Consultant represents that he has the
qualifications and skills necessary to perform the services under this agreement
in a competent, professional manner, without the advice or direction of the
Company. This means Consultant is able to fulfill the requirements of this
agreement. Failure to perform all the services required under this agreement
constitutes a material breach of the agreement. Consultant has complete and sole
discretion for the manner in which the work under this agreement will be
performed.

4.08. Indemnity. Consultant agrees to indemnify, defend, and hold the Company
free and harmless from all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties, attorneys' fees, and costs, that the Company may incur as a
result of a breach by Consultant of any representation or agreement contained in
this Agreement.

<PAGE> 5

4.09. Assignment. Neither this Agreement nor any duties or obligations under
this Agreement may be assigned by Consultant without the prior written consent
of the Company.

ARTICLE 5.

OBLIGATIONS OF THE COMPANY

5.02. Assignment. Neither this agreement nor any duties or obligations under
this agreement may be assigned by The Company without the prior written consent
of Consultant.

ARTICLE 6.

TERMINATION OF AGREEMENT

6.02 Termination on Occurrence of Stated Events. This Agreement will terminate
automatically on the occurrence of any of the following events:

(a) Bankruptcy or insolvency of either party.

(b) Sale of the business of either party.

<PAGE> 6

ARTICLE 7.

GENERAL PROVISIONS

<PAGE> 7

7.07. Governing Law. This agreement will be governed by and construed in
accordance with the laws of the State of California.

Executed at _______________________, California, on ______________,
1998.

UNICO, INC.

By: /s/ WING PO SZETO
-----------------------------
Wing Po Szeto, President

<PAGE> 8

CONSULTANT

/s/ LEO MURPHY
-------------------------
Leo Murphy

<PAGE> 1

EXHIBIT 23.2

ATKINSON & CO. Ltd.
Certified Public Accountants, Consultants

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in the Registration Statement of
Unico, Inc. on Form S-8 of our report dated May 14, 1998, on the consolidated
financial statements of Unico, Inc. included in the Annual Report on Form 10-K
of Unico, Inc. for the fiscal year ended February 28, 1998.

/s/ ATKINSON & CO. LTD.
-------------------------
Atkinson & Co. Ltd.

Albuquerque, New Mexico
August 31, 1998