Exhibit 10.2

                              CONSULTING AGREEMENT

This Consulting Agreement is made as of January 1, 2003

BETWEEN:

     Arbor  Inc. a company duly incorporated and validly existing under the laws
     of  Nevada  and having an office at 9130 Dadeland Blvd, Suite 1613, maim FL
     33156  ("Arbor":

ON THE FIRST PART, AND:

     Prosper  Financial  Inc.  of  1645  South  Miami  Avenue,  Miami  FL  33129
     ("Prosper"):

ON THE SECOND PART:

WHEREAS:

     A.   Arbor  desires  to  have  the  expertise,  assistance  and services of
          Prosper,  in  connection  with  the  management  and  promoting of the
          Company.
     B.   Prosper  has  agreed to act as a Consultant to provide such expertise,
          assistance  and services upon the terms and conditions hereinafter set
          forth;  and
     C.   Arbor  and  Prosper  now  wish to record their understanding as to the
          consulting  services  to  be  provided  by  Prosper  to  Arbor.

NOW  THEREFORE  THIS  AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants and agreements hereinafter set forth, the parties agree
with  the  others  as  follows:

          1.   Arbor  hereby agrees to retain and engage the services of Prosper
               as  a  consultant,  and Prosper hereby accepts such engagement on
               the  terms  and  conditions  hereinafter  set  forth.
          2.   The  terms  of the engagement of Prosper by Arbor as a consultant
               will  be  deemed  to have commenced effective January 1, 2003 and
               will  continue pursuant to this agreement for a total of one year
               from  the  date  of  this Agreement, subject to the provisions of
               paragraph  8  herein.
          3.   For  all services rendered by Prosper to Arbor, Arbor will pay to
               Prosper  a  consulting  fee  of  US$  3,000  per  month.
          4.   The  aforesaid  consulting  fee  to  Prosper  will become due and
               payable by Arbor on the tenth business day of each calendar month
               following  the  month  for  which  services  have  been rendered.
          5.   Arbor  will  reimburse  Prosper  for  all reasonable pre-approved
               expenses  incurred  for  management and promoting Arbor, provided
               that  Prosper  submits  a  reasonable  itemized  account  of such
               expenses,  together  with  all


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               applicable  receipts  and description of the particular matter in
               respect  of  which  such  expenses  incurred.  If  any individual
               expense exceeds $600.00 the company shall first approve it before
               being  incurred.
          6.   Without  cause,  Arbor  may  terminate this Agreement at any time
               upon 30 days written notice to Prosper. In such event, Prosper if
               requested to do so by Arbor, will continue to render the services
               to  be  provided  hereunder  and  will  be  paid  its  regular
               compensation up to the date of termination. Prosper may terminate
               this  Agreement  and  its retainer by Arbor upon 30 days' written
               notice  to  Arbor  and,  in  such event, Prosper will continue to
               render the services to be provided hereunder and will be paid its
               regular  compensation  up  to  the effective date of termination.
          7.   Any  notice  required or desired to be given under this Agreement
               will  be deemed sufficiently given and received if in writing and
               delivered  or  sent  by  double registered mail to the address of
               Arbor  and  Prosper  set  forth  above.
          8.   This  Agreement  of  Prosper  as  a  consultant  by Arbor will be
               renewed  for  successive  periods  upon  the  mutual agreement of
               Prosper  and Arbor confirmed in writing at least 15 days prior to
               the  expiry  of  this  Agreement.
          9.   This  Agreement  contains the entire understanding of the parties
               with  respect  to  the  subject  matter  hereof.
          10.  The terms of this Agreement may be terminated prior to expiration
               of  the terms provided in Section 2 hereof in accordance with the
               following  paragraphs.  Any  termination  by  Arbor  shall  be
               communicated  by  Notice  of  Termination  to  the  Consultant. A
               "Notice  of  Termination"  means a written notice which indicates
               the  specific  termination provision, in this Agreement relies up
               (ii) if the termination date is other than the date of receipt of
               such notice, specifies the termination date, which date shall not
               be  more  than  sixty (60) calendar days after the giving of such
               notice.

IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement
as  of  the  day  and  year  first  above  written.

ARBOR  INC.


                                Signed, Sealed and Delivered in the presence of:


Per:
      ------------------------  -------------------------------------
        Costas  Takkaas                 Witness


Per:
      ------------------------  -------------------------------------
        Maria C. Maz
        Prosper Financial Inc.          Witness


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