UNICO AMERICAN CORP
AGREEMENT TO MODIFY EMPLOYMENT - ROGER PLATTEN
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT TO MODIFY EMPLOYMENT - ROGER PLATTEN
<TEXT>


                         AGREEMENT TO MODIFY EMPLOYMENT

                                       AND

                          GENERAL RELEASE OF ALL CLAIMS

         THIS AGREEMENT TO MODIFY  EMPLOYMENT AND GENERAL  RELEASE OF ALL CLAIMS
(hereinafter  "Agreement")  is made this 21 day of December 2000, by and between
Roger Platten (hereinafter  "Platten") and Unico American Corporation,  a Nevada
corporation (hereinafter "Company"), in reference to the following facts:

         WHEREAS,  Platten was employed by Company as Vice President and General
Counsel   pursuant  to  the  Employment   Agreement   dated  November  27,  1996
(hereinafter "Original Employment Agreement") and is a Director of the Company;

         WHEREAS, pursuant to the Original Employment Agreement,  Platten's term
of employment is until December 1, 2001;

         WHEREAS,  the Parties have agreed to terminate the Original  Employment
Agreement and enter into a New Employment Agreement (hereinafter "New Employment
Agreement")  as provided for herein  modifying  Platten's  employment and status
with the Company;

         THEREFORE,  for  valuable  consideration,  receipt  of which is  hereby
acknowledged, the Parties agree as follows:

         1. Termination of Original Employment Agreement.
            --------------------------------------------

         Effective upon the execution of this Agreement  ("Effective Date"), the
Original  Employment  Agreement shall be deemed  terminated and Platten shall be
deemed to have resigned from his position as Vice President and General  Counsel
of the Company and from his  position  as a Director of the  Company's  Board of
Directors.

         2. New Employment Agreement.
            ------------------------

         Concurrently  with the execution of this  Agreement,  the parties shall
enter into the New Employment Agreement as set forth in Exhibit A hereto.

         3. Payments to Platten.
            -------------------

                  a. Platten shall receive a Guaranteed Bonus of Thirty Thousand
         Dollars for the calendar year ending December 31, 2000 to be paid on or
         before  December  31,  2000.  In  addition,  Company will pay Platten a
         Guaranteed  Bonus of Thirty  Thousand  Dollars  for the  calendar  year
         ending  December  31,  2001 to be paid on or before  December  31, 2001
         provided:  (1) That Platten`s employment is not terminated for cause by
         the Company  prior to December 31, 2001;  and (2) That Platten does not
         resign his  employment  with the Company  prior to December  31,  2001.
         These  Guaranteed  Bonuses  are in lieu of any other  claims to a Bonus
         that Platten  might  otherwise  assert  under the  Original  Employment
         Agreement or under any other agreements between the parties hereto.

                                       1
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                  b. Platten has  previously  asserted  that he has not received
         all of the cost of living  adjustments to which he is entitled pursuant
         to the terms of the  Original  Employment  Agreement.  The  Company has
         asserted   that  Platten  has  received  all  of  the  cost  of  living
         adjustments  to  which  he is  entitled  pursuant  to the  terms of the
         Original  Employment  Agreement.  In settlement of all disputes between
         Platten and the Company  relating to Platten`s  claims  concerning  the
         cost of  living  adjustments  pursuant  to the  terms  of the  Original
         Employment Agreement, the Company shall pay Platten the sum of $5000 on
         or before December 31, 2001.

                  c. In addition to the Guaranteed  Bonus and the cost of living
         adjustment  referenced  in  Sections  3a and 3b  above,  and  except as
         provided in Sections 3a and 3b above,  Platten shall be entitled to all
         salary and  employee  benefits to which he would  otherwise be entitled
         pursuant to the Original  Employment  Agreement  through the  Effective
         Date.

         4. Prior Agreements Canceled. Except as provided for herein, agreements
            -------------------------
entered into between  Platten and Company arising out of or relative to Patten's
employment  by Company,  including  but not limited to, the Original  Employment
Agreement and any other  contract of employment,  are hereby  canceled and shall
have no further force or effect.

         5. General Release.  Platten releases Company as follows:
            ---------------

                  a. In consideration of payments and other consideration as set
         forth in this Agreement,  to which Platten understands and acknowledges
         he would not,  absent this Agreement,  be entitled to receive,  Platten
         hereby knowingly and voluntarily waives, releases,  acquits and forever
         discharges   the  Company,   and  all  of  its   affiliates,   parents,
         subsidiaries  and  their  respective   agents,   officers,   directors,
         shareholders  and employees from any liability,  action,  suit,  claim,
         damages, judgment, known or unknown, liquidated or unliquidated,  fixed
         or contingent  which he has ever had or has,  arising out of actions by
         the Company prior to the Effective  Date of this  Agreement and arising
         out of or in conjunction  with Patten's  employment with the Company or
         any of its affiliates or the termination  thereof,  including,  without
         limitation, claims for personal injury, pain and suffering, defamation,
         negligence or other tortious  conduct,  claims under federal,  state or
         local  common  law or  statute,  as  well  as any  form  of  employment
         discrimination  prohibited  under Title VII of the Civil  Rights Act of
         1964, the Americans with Disability Act (hereinafter "ADA"), ERISA, any
         anti-discrimination   law  or  ordinance,   any  applicable  collective
         bargaining  agreement,  any  applicable  wage  and hour  laws,  and for
         wrongful  discharge,  breach  of  contract,  breach of any  express  or
         implied  promise,  retaliation,  breach of public policy,  or any other
         theory,  whether legal or  equitable,  including any claims which could
         have been asserted up to the Effective Date of this Agreement;

                  b. Platten  further  agrees to expressly  waive and relinquish
         any of the rights and benefits that he might otherwise have or claim to
         have under the provisions of Section 1542 of the California Civil Code,
         which provides as follows:

                                       2
<PAGE>

                           "A general  release  does not extend to claims  which
                           the creditor does not know or suspect to exist in his
                           favor at the time of executing the release,  which if
                           known  by  him  must  have  materially  affected  his
                           settlement with the debtor."

                  c. The foregoing  waiver of the  provisions of Section 1542 of
         the  California  Civil Code was  separately  bargained for, and Platten
         expressly agrees that the releases contained herein shall be given full
         force and effect in accordance with each and all of the expressed terms
         and provisions relating to unknown and unsuspected claims,  demands and
         causes  of  action,  if any.  Platten  acknowledges  that  he may  have
         sustained  damages,  expenses and losses that are presently  unknown or
         not suspected, and that such damages,  expenses and losses, if any, may
         give rise to additional claims for damages,  expenses and losses in the
         future,  which are not now  anticipated by him.  Nevertheless,  Platten
         acknowledges that this Agreement has been negotiated and agreed upon in
         light of this  realization  and,  being fully  aware of the  situation,
         hereby  expressly  waives all rights that he may have under  California
         Civil Code  section  1542,  as well as under any other state or federal
         statute or common law principle of similar effect; and

                  d.  Notwithstanding  any  provision  herein,  Platten does not
         hereby  waive any vested  benefits he may have under any  pension  plan
         sponsored  by  Company  which are  subject to the  Employee  Retirement
         Income Security Act (ERISA), any rights to obtain continued health plan
         coverage  under the  Consolidated  Omnibus  Budget  Reconciliation  Act
         (COBRA),  any  rights  which may not be waived by law,  or the right to
         indemnification  and defense pursuant to Labor Code section 2802 as the
         result of any legal action or other  proceeding  commenced by any third
         party  against  Platten for acts  arising out of the  discharge  of his
         duties as an employee of Company.

         6. Waiver of Age  Discrimination in Employment Act Rights. In addition,
            ------------------------------------------------------
Platten hereby knowingly and voluntarily  waives any rights he may have pursuant
to the Age  Discrimination in Employment Act (hereinafter  "ADEA") as amended by
the Older Workers?  Benefit Protection Act of 1990 (hereinafter "OWBPA") subject
to the following conditions.

                  a.       This waiver is part of the Agreement.

                  b.       Platten  understands  that he is  waiving  his rights
         to make any claim  based upon age  discrimination  or any rights he may
         have pursuant to the ADEA or the OWBPA.

                  c. The waiver of rights  pursuant to this section applies only
         to rights or claims in existence before or at the time of the execution
         of this  Agreement  and does not apply to any rights or claims that may
         arise after the date the waiver is executed.

                  d.       This  waiver  is  in  exchange  for  consideration in
         addition to anything of value to which  Platten is already entitled.

                                       3
<PAGE>
                  e.       Platten is hereby advised in this writing:

                  (1)  To  consult  with  an  attorney prior to the execution of
this Agreement;

                  (2) To be represented by counsel in all  matters  relative  to
the Agreement, including this waiver; and

                  (3) To seek the advice of his  counsel as to the legal  effect
of entering into the Agreement and this waiver.

                  Platten has  represented to the Company that he is an attorney
         and specifically waives his right to consult with counsel in connection
         with all matters  relating  to this  Agreement  and the New  Employment
         Agreement (Exhibit A hereto).

                  f.  Platten has been given  sufficient  time to consider  this
         Agreement and specifically waives his right to be given twenty-one (21)
         days within which to consider this Agreement.

                  g. Platten shall have a period of seven (7) days following the
         execution of this  Agreement to revoke this  Agreement and it shall not
         become  effective  or  enforceable  until  the  revocation  period  has
         expired.

                  h.       This waiver  applies only to  Platten  and  does  not
         affect  any  other  individual  or  any  class,   unit,   or  group  of
         individuals.

                  i. Neither this  Agreement  nor the waiver of rights under the
         ADEA or  OWBPA  arises  out of any bona  fide  employee  benefit  plan,
         voluntary early  retirement  incentive plan or any other exit incentive
         or other employment termination program.

         7. No Transfers.  Each  Party   hereto  warrants  and  represents  that
            -------------
it has not heretofore assigned, transferred or encumbered  any  of  the  claims,
demands,  duties,  liabilities,  debts, obligations or causes of action,  or any
matter or portion thereof released hereunder, or which  is  the subject  of this
Agreement.

         8. Legal  Action.  In any legal  action or other proceeding  brought to
            -------------
enforce or  interpret  any  of  the  terms  of  this  Agreement, the prevailing
party shall be entitled  to recover reasonable  attorneys'  fees and legal costs
incurred in  connection therewith.

         9. Time of the Essence.  Time is of the essence in this  Agreement with
            -------------------
respect to all of the terms,  provisions,  covenants  and  conditions  contained
herein, including specifically, but not limited to, the payment of any monies or
execution and delivery of any documents provided for herein.

                                       4
<PAGE>

         10. Drafting.   The Parties  hereto agree that this  Agreement has been
             --------
jointly  negotiated  and  drafted,  that  the  order  of the  paragraphs  has no
significance,  and that  the  language  hereof  shall  be  construed  as a whole
according  to its fair  meaning  and  interpretation,  and not  strictly  for or
against any of the Parties hereto.

         11. Cooperation.   Each party hereto agrees to take such further action
             -----------
and  execute  and  deliver  such  further  documents,  and to  give  oath  to or
acknowledge before a notary public any documents  reasonably deemed necessary or
convenient by any party to implement the terms or intent hereof.

         12. Survival.  Notwithstanding  anything  to the contrary  herein,  all
             --------
rights  and  obligations,  representations  and  warranties  created   under  or
pursuant to this  Agreement  shall survive the  execution   and delivery of this
Agreement, the releases contained herein, and the documents provided for herein.

         13. No  Admission of  Liability.  This  Agreement  is a  settlement  of
             ---------------------------
disputed  claims,  and each of the Parties hereto agrees and  acknowledges  that
nothing  contained herein shall constitute or be deemed an admission of any fact
or liability  with respect to any claim,  contention  or cause of action that is
the subject matter hereof.

         14. Entire  Agreement.  This  Agreement and the documents  incorporated
             -----------------
herein or concurrently  executed  herewith shall constitute the entire agreement
between the Parties hereto with respect to the subject matter hereof,  and shall
supersede all prior agreements, understandings,  warranties, representations and
negotiations of any party herein concerning the subject matter hereof.

         15. Binding  Effect.  This Agreement shall inure to the benefit of  and
             ---------------
be binding upon the successors in interest of each of the Parties hereto.

         16. Amendments.   This  Agreement  may  not  be  released,  amended  or
             ----------
 modified in any manner  whatsoever,  except  in  writing, signed by each of the
 Parties hereto.

         17. Gender.  All references  herein  to  the  singular  or plural shall
             ------
be deemed to refer to the other, as the context requires, and all references  to
the masculine, feminine or neuter shall refer to all of such genders, unless the
context requires otherwise.

         18. Governing  Law.  This  Agreement  shall  be  deemed  to  have  been
             --------------
entered into and shall be construed and  interpreted in accordance with the laws
of the State of California.  Venue of any action arising from or related to this
Agreement  shall be in Los Angeles County, California.

         19.  Counterparts.  This  Agreement  may be  executed  in  one or  more
              ------------
separate  counterparts,  each of  which,  when so  executed,  shall be deemed an
original and shall together  constitute one and the same instrument which may be
sufficiently evidenced by any one counterpart,  and each of which shall be fully
effective  against  all persons  executing  the same and all persons or entities
claiming under them.

                                       5
<PAGE>

         20. Captions.   The  captions  of  this  Agreement  are  solely for the
             --------
convenience of the Parties,  do  not compromise  any part of this Agreement, and
shall  not  be  used  to  interpret or  determine  the validity of any provision
hereof.

         21. Authority.  Each party  that is not a natural  person hereto hereby
             ---------
represents  and warrants that it has the power,  authority and capacity to enter
into and perform this Agreement,  and the person signing on behalf of such party
represents and warrants that he is duly authorized to so act.

         22. Representation. All Parties to this Agreement have been represented
             --------------
by counsel of their own choosing and have been fully advised by their respective
counsel and understand  that by entering into this  Agreement,  they are waiving
valuable  rights and have  created  other rights and  obligations  and with that
knowledge and understanding, freely enter into this Agreement.

         IN  WITNESS  WHEREOF,  this  Agreement  is  entered  into and  shall be
effective as of the date first written above.

DATE:  December 21, 2000         /s/  Roger Platten
                                 ------------------
                                 Roger Platten


DATE:  December 21, 2000          Unico American Corporation,
                                  a Nevada corporation


                                  By:   /s/  Erwin Cheldin
                                        -------------------
                                        Erwin Cheldin, Executive Vice President

                                       6


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