EXHIBIT 10.14

                                    CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") dated as of September 29,
2003 (the "Execution Date"), is entered into by and between TOU Millennium
Electric Limited, an Israeli limited company (the "Company"), and Dorit Elazari
(the "Consultant").

         WHEREAS, the parties desire to set forth in this Agreement the terms
and conditions under which Consultant will provide consulting services for the
Company regarding general consulting work in Israel and worldwide relating to
solar power and related business. (the "Project").

         NOW THEREFORE, in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree that the foregoing preliminary
statement is true and further agree as follows:

                                    AGREEMENT

         1. Consultant's Duties. The Company hereby retains Consultant to
perform, and Consultant shall perform all advisory and consultative services
that the Company's Board of Directors shall from time to time reasonably request
relating to the Project. The Consultant agrees that he will provide such
services for the Company on an exclusive basis and shall not perform the same or
similar services for any other person or entity during the Term of this
Agreement (as defined below).

         2. Remuneration and Expenses.

                  (a) As compensation for the Consultant's services, the Company
shall pay the Consultant a total aggregate amount of US $118,000 in 5 monthly
installments of $22,000 each (the "Monthly Fee") and one final installment of US
$8,000 (the "Final Fee") (collectively the "Consulting Fee"). The first Monthly
Fee payment shall be made on the Execution Date, and thereafter on the first
business day of each consecutive month for five months after the execution
hereof. The Final Fee shall be paid on the final day of the Term, as defined
below.

                   (b) The Company shall pay for or reimburse Consultant for all
reasonable, necessary and ordinary expenses incurred in the performance of the
Consultant's services. Such reimbursement is subject to the prior written
approval by the Company.

         3. Control by Company. Consultant agrees that the Company shall have
the unlimited right to supervise and control Consultant and direct Consultant
during the provision of the consulting services.

         4. Term of Agreement. Unless terminated earlier under the provisions of
this Agreement, the term of this Agreement shall be for a period of 6 months
(the "Term") commencing on the Execution Date.

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         5. Termination. The Company may terminate the Consultant for willful
violation of the terms and conditions of this Agreement.

         6. Confidential Information. Consultant acknowledges that as a result
of his engagement with the Company, Consultant will acquire knowledge of and may
make use of certain information which is of a special and unique nature which
includes, but is not limited to, such matters as the Company's trade secrets,
systems, procedures, manuals, confidential reports, and lists of customers or
clients, which are deemed for all purposes confidential and proprietary, as well
as the nature and type of services the Company renders, the equipment and
methods used by the Company or the customers or clients of the Company, and the
fees that customers or clients pay to the Company (collectively, the
"Confidential Information"). Consultant acknowledges that the Confidential
Information is a valuable, special and unique asset of the Company which is
essential to the continuation of the Business. As used herein, the "Business" of
the Company includes the research, development, sale and marketing of products
and services relating to solar power and related technologies or any other
business engaged in by the Company during the term of Consultant's engagement
with the Company.

                  A presumption shall exist that all information relating to the
Business is Confidential Information and such presumption may be rebutted only
by a demonstration that such information is common knowledge in the industry or
business community in which the Company is engaged. The parties acknowledge that
the normal business affairs of the Company will be seriously disrupted if the
Company were required during the course of business to identify any specific
information or document as Confidential Information, and accordingly, the
Company is under no duty to Consultant during the course of business to identify
any information or document as Confidential Information.

         7. Confidentiality. Consultant agrees to keep in strict secrecy and
confidence any and all Confidential Information of which Consultant knows of or
to which Consultant has access that has not been publicly disclosed and is not a
matter of common knowledge with respect to the Business. Consultant will not,
without the Company's prior written consent, disclose any such Confidential
Information to any third person or entity.

         8. Restrictive Covenants. The following covenants against solicitation
and competition shall be effective for a period of 12 months following the last
day of the later of: (i) the expiration of the Term of this Agreement; or (ii)
any period for which Consultant is receiving compensation from the Company (the
"Restriction Period"). The Restriction Period shall be extended by the length of
any period during which Consultant is in breach of the terms of this Section 8.

                  In consideration of this Agreement, and in light of the
understandings of the parties set forth herein, Consultant agrees that during
the Restriction Period, Consultant will not do any of the following (the
"Restrictive Covenants"):

                  (a) during the term of Consultant's engagement with the
Company, engage, directly or indirectly, in any business which is the same or
similar to the Business or is competitive with the Business of the Company (a
"Competitive Business") within Israel (the "Restrictive Territory"), or in any
market in which the Company is then currently or has during the term of this
Agreement been engaged in the Business;

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                  (b) without the prior written consent of the Company, directly
or indirectly own an interest in, manage, operate, join, control, lend money or
render financial or other assistance to or participate in or be connected with,
as a partner, member, stockholder, consultant or otherwise, any person that
engages in any Competitive Business within the Restrictive Territory; provided,
however, that, for the purposes of this Agreement, ownership of securities
having no more than five percent of the outstanding voting power of any person
engaged in a Competitive Business or Businesses which are listed on any national
securities exchange or traded actively in the national over-the-counter market
shall not be deemed to be in violation of this Agreement so long as the person
owning such securities has no other connection or relationship with such
competitor;

                  (c) solicit or attempt to solicit any present, past or pending
customer of the Company; or

                  (d) hire or attempt to hire or entice any employee, broker,
vendor or other agent or business affiliate of the Company.

         9. Reasonableness of Restrictions.

                  (a) Each party to this Agreement has independently consulted
with his counsel and after such consultation agrees that the covenants set forth
in this Agreement are reasonable and proper. Accordingly, Consultant agrees that
the Restrictive Covenants above are no greater than are reasonably necessary to
protect the Company in its legitimate interests. In light of these
understandings, Consultant and the Company agree that the covenants set forth
hereinabove are reasonable and will not unduly restrict Consultant in securing
other employment in the event of such termination.

                  (b) The Company and Consultant further agree that if any
Restrictive Covenants are held in a final judgment or determination of any court
of law or administrative agency of competent jurisdiction to be over-broad or
otherwise unenforceable in any respect, such provision shall be deemed to be
amended and shall be binding upon Consultant to the maximum extent deemed
reasonable and enforceable by such court or administrative agency. Without
limitation of the foregoing, the parties agree that in the event that any of the
Restrictive Covenants are deemed to be unreasonable, the remaining Restrictive
Covenants shall be enforced.

         10. Specific Performance. The parties agree that damages at law will be
an insufficient remedy to the Company in the event Consultant violates the
Restrictive Covenants, therefore it is agreed that the Company, in addition to
the other remedies available, shall be entitled, as a matter of right, to
injunctive relief in any court of competent jurisdiction, plus reasonable
attorneys' fees for securing such relief.

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         11. Independent Contractor Status. The relationship between Company and
Consultant shall be solely as independent contractor and neither party shall be
deemed a joint venturer, partner agent, representative or employee of the other.
Consultant is solely responsible for securing, at his sole cost, Workers'
Compensation insurance, disability benefits insurance and any other insurance as
may be required by law. The Company will not provide, nor will it be responsible
for, benefits for Consultant. Any such benefits, if provided by Consultant
himself, including, but not limited to, health insurance, office space, paid
vacations, paid holidays, sick leave or disability insurance coverage of
whatever nature, shall be secured and paid for by Consultant.

         12. Tax Duties & Responsibilities. Consultant is responsible for the
payment of all required taxes and any other fees, charges, licenses or other
payments required by law.

         13. Binding Effect; Assignment. The terms and provisions of this
Agreement shall be binding upon the parties and their heirs, legal
representatives, successors, and assigns. Consultant shall not assign its rights
hereunder without the prior written consent of Company, which such consent, due
to the specialized nature of the work being performed, may be withheld in
Company's sole discretion.

         14. Entire Agreement. This Agreement, together with that certain Stock
Purchase Agreement between Universal Communication Systems, Inc., Ami R. Elazari
and Catlan Development Limited executed on August 22, 2003, contains the entire
understanding of the parties and merges and supersedes any prior or
contemporaneous agreements between the parties relating to this Agreement's
subject matter. This Agreement may not be modified or terminated orally, and no
modification, termination or attempted waiver of any of the provisions shall be
binding unless in writing and signed by the party against whom it is sought to
be enforced.

         15. Notices. Whenever any notice, demand or request is required or
permitted under this Agreement, that notice, demand or request shall be either
hand-delivered in person or sent by registered or certified mail, postage
prepaid, delivered via overnight courier, to the addresses below or to any other
address that either party may specify by notice to the other party. Neither
party shall be obligated to send more than one notice to the other party and no
notice of a change of address shall be effective until received by the other
party. A notice shall be deemed received upon hand delivery, or one business day
after dispatch by overnight courier.

         To Consultant:
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         To Company:                TOU Millennium Electric, Inc.
                                    Hasadna 7
                                    P.O. Box 3014
                                    Rannana Industrial Zone
                                    Israel 43650
                                    Facsimile: 972-9-7407511
                                    Attention: Ami Elazari

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         With copy to:              Universal Communication Systems, Inc.
                                    407 Lincoln Road, Suite 6K
                                    Miami Beach, FL 33139
                                    Facsimile: (305) 672-1965
                                    Attention: Michael J. Zwebner


         16. Headings. The headings of the paragraphs of this Agreement have
been inserted for convenience of reference only and shall in no way restrict or
otherwise affect the construction of the terms or provisions of this Agreement.
References in this Agreement to Sections are to the sections of this Agreement.

         17. Severability. The invalidity or unenforceability of any one or more
of the words, phrases, sentences, clauses or sections contained in this
Agreement shall not affect the validity or enforceability of the remaining
provisions of this Agreement or any part of any provision, all of which are
inserted conditionally on their being valid in law, and in the event that any
one or more of the words, phrases, sentences, clauses or sections contained in
this Agreement shall be declared invalid or unenforceable, this Agreement shall
be construed as if such invalid or unenforceable word or words, phrase or
phrases, sentence or sentences, clause or clauses, or section or sections had
not been inserted or shall be enforced as nearly as possible according to their
original terms and intent to eliminate any invalidity or unenforceability.

         18. Governing Law. This Agreement is made and executed and shall be
governed by the laws of Israel, without regard to its conflicts of laws
principles.

         19. Arbitration. Any controversy or claim arising out of or related to
this Agreement shall be settled by arbitration in accordance with the rules and
under the the commercial arbitration rules then pertaining of the London Center
for International Arbitration ("LCIA"); and any arbitration shall be conducted
in Tel Aviv, Israel. The arbitrator(s) shall make written findings of fact and
conclusions of law. The prevailing party (as determined by the arbitrator(s))
shall be entitled to all legal fees and associated costs

         20. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

         21. Additional Acts. Employee and the Company each agrees to execute,
acknowledge and deliver all further instruments, agreements or documents and do
all further acts that are necessary or expedient to carry out this Agreement's
intended purposes.

         22. Construction. This Agreement shall be construed without regard to
any presumption or other rule requiring construction against the party causing
this Agreement to be drafted, including any presumption of superior knowledge or


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responsibility based upon a party's business or profession or any professional
training, experience, education or degrees of any member, agent, officer or
employee of any party. If any words in this Agreement have been stricken out or
otherwise eliminated (whether or not any other words or phrases have been added)
and the stricken words initialed by the party against whom the words are
construed, this Agreement shall be construed as if the words so stricken out or
otherwise eliminated were never included in this Agreement and no implication or
inference shall be drawn from the fact that those words were stricken out or
otherwise eliminated.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                              COMPANY:

                                              By: /s/ Michael J. Zwebner
                                                 -----------------------
                                              Name:  Michael J. Zwebner
                                              Title: Chairman


                                              CONSULTANT:

                                              /s/ Dorit Elazari
                                              -----------------
                                              Dorit Elazari


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