J F
R
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
8 th
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
Ass
