CONVERSION AGREEMENT Eben Loewenthal hereby agrees to convert the full principal amount of a Thirty Three Thousand Dollar ($33,000) note payable dated June 24, 2002, and all accrued interest thereon, to 826,033 shares of Unico, Incorporated's common...

                       CONVERSION AGREEMENT


      Xxxx Xxxxxxxxxx hereby agrees to convert the full principal amount of a
Thirty Three Thousand Dollar ($33,000) note payable dated June 24, 2002, and
all accrued interest thereon, to 826,033 shares of Unico, Incorporated's
common stock at the conversion price which is equal to eighty percent (80.0%)
of the closing bid price of Unico, Incorporated common stock as of the date of
this Agreement.  Unico agrees to cause its transfer agent to issue the correct
number of shares of Unico, Incorporated's common stock specified above to Xxxx
Xxxxxxxxxx.  The parties agree that the shares are being issued pursuant to
exemptions from federal and state securities registration, and that the
certificate representing the shares shall bear a standard restrictive legend.


Dated: June 25, 2004

                                    UNICO, INCORPORATED


                                       /s/ Xxx X. Xxxxx
                                    By________________________________
                                      Xxx X. Xxxxx, CEO


                                    XXXX XXXXXXXXXX


                                    /s/ Xxxx Xxxxxxxxxx
                                    __________________________________
                                    Xxxx Xxxxxxxxxx