To:        Unico American Corporation                           January 10, 2000
           23251 Mulholland Drive
           Woodland Hills, CA 91364
           Attention: Erwin Cheldin, President

From:      Cary Cheldin
           23251 Mulholland Drive
           Woodland Hills, CA 91364

Re:        Amendment to Employment Agreement

Pursuant to Sections 8.1 and 8.3 of the "Employment  Agreement"  entered into on
the 27th day of November,  1996, between myself and Unico American  Corporation,
I, Cary Cheldin,  hereby agree to waive certain rights as described below. These
waivers are  retroactive  to December 1, 1996,  and shall remain  effective from
December 1, 1996,  until the expiration of the Employment  Agreement on December
1, 2001.  Nothing  contained  in the  following  waivers  shall be  construed to
require me to reimburse the company for any compensation, however defined, which
has already been paid to me.

Waivers:

1. I, Cary Cheldin,  hereby waive my right to the minimum annual salary increase
provided under Section 3.1 of the Employment  Agreement,  provided however, that
the annual salary in effect on December 31, 1999,  is not  decreased  during the
remaining term of the agreement.

2. I, Cary Cheldin,  hereby waive my right to  protection  against the company's
decision,  if any, to decrease my annual bonus, as provided under Section 3.2 of
the Employment Agreement.

By Executive:                    /s/ Cary Cheldin
                                 ----------------
                                 Cary Cheldin

Date:                            1-11-00



By Unico American Corporation:   /s/ Erwin Cheldin
                                 -----------------
                                 Erwin Cheldin

Date:                            1-11-00



By Unico American Corporation:   /s/ Roger Platten
                                 -----------------
                                 Roger Platten

Date:                            1-11-00