[Exhibit 4.2]

                 UniPro Financial Services, Inc.
                   2003 EQUITY INCENTIVE PLAN

                  Form - Stock Option Agreement

Grant  of  options  to _____________ (the "Optionee")  under  the
UniPro  Financial Services, Inc. ("UniPro") 2003 Equity Incentive
Plan (the "Incentive Plan") adopted by the Board of Directors and
approved by the Shareholders, effective as of August 1, 2003.

The Purpose of the Plan
        UniPro  (the "Grantor") is a young company. It will  need
the help of all its employees and consultants to prosper and grow
in  a  market where many of its competitors are bigger and older.
The  success of UniPro depends on many factors. One of  the  most
important,  is the quality of its management and its consultants,
the  quality and dedication of their work; the quality  of  their
perseverance.  This  option is intended to help  build  a  strong
management team. The proof of that organizational strength,  over
time, will be reflected in the financial performance and strength
of  UniPro.  Employees and consultants who  are  chosen  for  and
respond to the incentives in this option will positively share in
those financial rewards.
        This  option  is  anticipated to  provide  Optionee  with
beneficial  tax treatment. That is, no tax will be recognized  on
the  grant  of the option. An Optionee who is not an employee  at
the  time of grant will recognize ordinary income at the date  of
exercise,  measured  at the fair market value  of  the  grantor's
Common Stock at the date of exercise.

        NOW,  THEREFORE, in consideration of the promises of  the
Optionee  to  provide services as an employee to the Grantor  and
help it achieve the goals set forth herein and for other good and
valuable  consideration, the Grantor hereby grants  the  Optionee
options to purchase Common Stock of the Grantor on the terms  and
conditions set forth in this Agreement made as of this ___ day of
_________,  200__  by and between Grantor, a Florida  corporation
and  the  Optionee, residing at: ________________________________
___________________________________________________.

     1.  Option.  Pursuant to the Plan, the Grantor hereby grants
to  the Optionee an Option to purchase, at any time prior to 5:00
p.m.  New  York  time  on ________, 200__, up  to  ___________  (
) fully paid and non-assessable shares of the Common Stock of the
Grantor,  par  value $.00l per share, subject to  the  terms  and
conditions  of  this  Agreement,  including  the  conditions  for
vesting set forth in Section 3(b).

     2.  Purchase  Price.   The purchase  price  shall  be
$______  per share. The Grantor shall pay all original  issue  or
transfer taxes on the exercise of this option and all other  fees
and  expenses  necessarily incurred by the Grantor in  connection
therewith.

     3.  Exercise of Option.

             (a)  The  Optionee shall notify the Grantor  by
registered or certified mail, return receipt requested, addressed
to  its  principal  office as to the number of  shares  which  he
desires  to  purchase  under the options  herein  granted,  which
notice  shall  be  accompanied by payment (by cash  or  certified
check) of the option price therefore as specified in Paragraph  2
above.  As soon as practicable thereafter, the Grantor  shall  at
its  principal office tender to Optionee certificates  issued  in
the  Optionee's  name  evidencing the  shares  purchased  by  the
Optionee.

             (b) The option granted hereunder shall vest in,
and  become  exercisable  by, Optionee  in  accordance  with  the
following schedule:  _______________________  (          ) shares
become vested on _______, 200____.

     4.  Option   Conditioned  on   Continued   Consulting
Relationship. If Optionee's employment relationship with  Grantor
shall  terminate  for  any  reason, any  option  granted  to  the
Optionee hereunder which has not vested shall immediately expire.

     5.  Divisibility and Non-Assignability of the Options.

             (a) The Optionee may exercise the options herein
granted  from time to time during the periods of their respective
effectiveness with respect to any whole number of shares included
therein,  but in no event may an option be exercised as  to  less
than  one  hundred (100) shares at any one time, except  for  the
remaining  shares covered by the option if less than one  hundred
(100).

             (b)  The  Optionee may not give,  grant,  sell,
exchange,  transfer  legal  title, pledge,  assign  or  otherwise
encumber or dispose of the options herein granted or any interest
therein,  otherwise  than  by will or the  laws  of  descent  and
distribution,  and  these  options, or  any  of  them,  shall  be
exercisable during his lifetime only by the Optionee.

     6.  Stock  as  Investment.  Unless  shares  are  issued
pursuant  to  an effective registration statement,  by  accepting
this  option,  the  Optionee agrees for himself,  his  heirs  and
legatees  that  any and all shares purchased hereunder  shall  be
acquired  for investment and not for distribution, and  upon  the
issuance  of  any  or  all of the shares subject  to  the  option
granted   hereunder  the  Optionee,  or  his  heirs  or  legatees
receiving   such  shares,  shall  deliver  to   the   Grantor   a
representation in writing, that such shares are being acquired in
good  faith for investment and not for distribution. Grantor  may
place  a  "stop transfer" order with respect to such shares  with
its transfer agent and place an appropriate restrictive legend on
the stock certificate.

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     7.  Restriction on Issuance of Shares.  The Grantor shall
not be required to issue or deliver any certificate for shares of
its Common Stock purchased upon the exercise of any option unless
(a)  the  issuance  of such shares has been registered  with  the
Securities  and Exchange Commission under the Securities  Act  of
1933,  as amended, or counsel to the Grantor shall have given  an
opinion that such registration is not required; (b) approval,  to
the  extent  required, shall have been obtained  from  any  state
regulatory  body having jurisdiction thereof, and (c)  permission
for  the  listing  of such shares shall have been  given  by  any
national  securities exchange on which the Common  Stock  of  the
Grantor is at the time of issuance listed.

     8.  Tax Withholding.  The Company shall be  entitled  to
withhold  all amounts required to pay any withholding  tax  which
the  Company  is required by law to withhold as a result  of  the
exercise of an option granted hereunder and pay over any  amounts
so withheld.

     9.  Effect of Mergers. Consolidations or Sales of Assets.

             (a)  In  the  event that the outstanding  shares  of
Common  Stock  are  changed after the date hereof  by  reason  of
recapitalization,  reclassification, stock split-up,  combination
or  exchange  of shares of Common Stock or the like,  or  by  the
issuance  of  dividends payable in shares  of  Common  Stock,  an
appropriate  adjustment shall be made by the Board of  Directors,
as  determined by the Board of Directors and/or the Committee, in
the  aggregate  number of shares of Common  Stock  issuable  upon
exercise  of  the outstanding Options, and the Option  Price  per
share. In the event of any consolidation or merger of the Company
with  or  into  another  company, or the  conveyance  of  all  or
substantially  all  of  the  assets of  the  Company  to  another
company,   each  then  outstanding  Option  shall  upon  exercise
thereafter entitle the holder thereof to such number of shares of
Common Stock or other securities or property to which a holder of
shares of Common Stock of the Company would have been entitled to
upon  such consolidation, merger or conveyance; and in  any  such
case  appropriate  adjustment, as  determined  by  the  Board  of
Directors of the Company (or successor entity) shall be  made  as
set  forth  above  with  respect to any  future  changes  in  the
capitalization  of the Company or its successor  entity.  In  the
event  of the proposed dissolution or liquidation of the Company,
other  than in connection with the sale of substantially all  the
assets  of  Grantor, all outstanding Options under the Plan  will
automatically terminate, unless otherwise provided by  the  Board
of Directors of the Company or any authorized committee thereof.

           (b) Notwithstanding the above, this option may, at the
discretion  of  the Board of Directors of the  Grantor  and  said
other corporation, be exchanged for options to purchase shares of
capital stock of another corporation which the Grantor, and/or  a
subsidiary thereof is merged into, consolidated with, or all or a
substantial portion of the property or stock of which is acquired
by  said other corporation or separated or reorganized into.  The
terms, provisions and benefits to the Optionee of such substitute
option(s)  shall  in  all  respects be identical  to  the  terms,
provisions and benefits of Optionee under his Option(s) prior  to
said  substitution. To the extent the above may  be  inconsistent
with  Sections 424(a)(l) and (2) of the Code, the above shall  be
deemed interpreted so as to comply therewith.

           (c)  Any adjustment in the number of shares of  Common
Stock shall apply proportionately to only the unexercised portion
of  the  Options  granted hereunder. If fractions  of  shares  of
Common   Stock  would  result  from  any  such  adjustment,   the
adjustment  shall be revised to the next higher whole  number  of
shares  of Common Stock, so long as such increase does not result
in  the holder of the option being deemed to own more than 5%  of
the  total combined voting power or value of all classes of stock
of the Grantor or its subsidiaries.

     10.  No Rights in Option Stock. Optionee shall have no rights
as  a  shareholder  in respect of shares as to which  the  option
granted hereunder shall not have been exercised and payment  made
as herein provided.

     11.  Effect Upon Employment. This Agreement does not give the
Optionee any right to continued employment by the Grantor.

     12.  Binding  Effect.  Except as herein otherwise  expressly
provided, this Agreement shall be binding upon and inure  to  the
benefit   of   the   parties  hereto,  their   successors   legal
representatives and assigns.

     13.  Agreement  Subject  to  Plan.  Notwithstanding  anything
contained  herein to the contrary, this Agreement is subject  to,
and shall be construed in accordance with, the terms of the Plan,
and  in  the event of any inconsistency between the terms  hereof
and the terms of the Plan, the terms of the Plan shall govern.

     14.  Miscellaneous. This Agreement shall be construed under the
laws  of the State of Florida. Headings have been included herein
for convenience of reference only, and shall not be deemed a part
of the Agreement.

     IN  WITNESS  WHEREOF,  the parties  have  executed  this
Agreement as of the ____ day of ____________ , 200__.

                              UniPro Financial Services, Inc.


                              By: _________________________
AGREED TO AND ACCEPTED:

________________________



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