Exhibit 10.5

                      CONSULTING AGREEMENT

THIS  CONSULTING AGREEMENT ("Agreement") is entered into  and  is
effective  as  of  February 23, 2004 ("Effective  Date")  by  and
between  UniPro  Financial Services, Inc. a  Florida  Corporation
with  principal offices at 1450 S. Dixie Highway, Suite 200, Boca
Raton,  FL 33432 ("Company"), and Willis B. Hale,  ("Consultant")
residing in Pompano Beach, Florida.

R E C I T A L S:
           A.      Consultant  has more than 20 years  of  varied
business  and  technology development experience,  including  the
evaluation  of financial operations of business enterprises;  and
provides his services to the general business community.
           B.     Company desires to avail itself of Consultant's
services  to  provide positive effects for  the  Company  and  to
enhance its business efforts.

NOW  THEREFORE,  for and in consideration of the mutual  premises
and  covenants  contained  herein, and other  good  and  valuable
consideration, the receipt, sufficiency and adequacy of which  is
hereby acknowledged, the parties agree as follows:

T E R M S:
1.00     Services to be performed by Consultant
From  time to time, and at his own convenience, Consultant  shall
review and evaluate business entities and or technology products,
which  the  Company  may  have  an  interest  in  acquiring.   In
addition,  Consultant  may  on his own  seek  and  find  business
entities and or technology products to present to the Company  as
possible merger or acquisition targets.
2.00     Terms & Fees
      2.01  This  Agreement  shall  commence  on  March  1,  2004
("Effective  Date")  and shall expire on  the  first  anniversary
thereof. The company shall have the right to extend this contract
for  an  additional  One  Year duration on  the  same  terms  and
conditions.
      2.02    As  compensation for Consultant's services required
hereunder, Consultant shall be entitled to receive 17,500  shares
of  the  Company's common stock, and 23,500 Common Stock Purchase
Warrants,  entitling  the Consultant to  purchase  up  to  23,500
shares  of  the Company's common stock at the exercise  price  of
$1.00 per share.
The shares and the shares underlying the Warrants shall be issued
pursuant  to  the  Company's  2003  Equity  Incentive  Plan,  and
registered pursuant to an appropriate S-8 Registration Statement,
to  be filed on or before issuance. Unless otherwise agreed,  the
certificate representing the shares shall be issued subsequent to
the Effective Date of this Agreement.
      2.03  In the event that Consultant introduces a third party
business  opportunity to the Company and a transaction with  that
third  party  is  effectively  completed,  Consultant  shall   be
entitled to a finder's fee, payable in cash and/or stock, as  may
hereafter  be  agreed upon between the parties at or  before  the
subject transaction is completed.
      2.04 The Consultant is an independent contractor, and shall
at  all time maintain control of his performance pursuant to this
Agreement.  There  is no other relationship between  the  parties
intended or implied.
3.00     Termination
     3.01   Company may terminate this agreement anytime after
the first 90 days with 30 days prior written notice.  If this
Agreement is terminated, the Warrants to Purchase shares that
have not yet been exercised, if any, shall automatically
terminate simultaneously herewith.
      3.02    If  Company  chooses to extend  the  term  of  this
Agreement  beyond  March  1,  2005,  and  thereafter  desires  to
terminate  this  contract, it may do so at any time  provided  it
gives Consultant at least 30 days prior written notice.
4.00     Miscellaneous
     4.01     Anti-dilution.  There is no implied "anti-dilutive"
provision in this Agreement.
      4.02 Successors.  The provisions of this Agreement shall be
deemed  to  obligate, extend to and inure to the benefit  of  the
successors,  assigns, transferees, grantees, and  indemnities  of
each of the parties to this Agreement.
      4.03  Governing Law.  This Agreement and the interpretation
and  enforcement of the terms of this Agreement shall be governed
under and subject to the laws of the State of Florida.
      4.04  Integration.  This Agreement, after  full  execution,
acknowledgment  and  delivery, memorializes and  constitutes  the
entire  agreement  and  understanding  between  the  parties  and
supersedes and replaces all prior negotiations and agreements  of
the parties, whether written or unwritten. Each of the parties to
this Agreement acknowledges that no other party, nor any agent or
attorney   of   any   other   party  has   made   any   promises,
representations,  or  warranty whatsoever,  express  or  implied,
which  is  not  expressly contained in this Agreement;  and  each
party  further  acknowledges that he or it has not executed  this
Agreement  in  reliance  upon any  belief  as  to  any  fact  not
expressly recited hereinabove.


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      4.05 Attorneys Fees. In the event of a dispute between  the
parties  concerning  the  enforcement or interpretation  of  this
Agreement, the prevailing party in such dispute, whether by legal
proceedings or otherwise, shall be reimbursed immediately for the
reasonably incurred attorneys' fees and other costs and  expenses
by the other parties to the dispute.
     4.06 Context. Wherever the context so requires, the singular
number shall include the plural and the plural shall include  the
singular.
      4.07  Captions.  The  captions by which  the  sections  and
subsections  of  this  Agreement  are      identified   are   for
convenience  only, and shall have no affect whatsoever  upon  its
interpretation.
      4.08 Severance.  If any provision of this Agreement is held
to  be  illegal  or invalid by a court of competent jurisdiction,
such  provision shall be deemed severed and deleted  and  neither
such provision, nor its severance and deletion, shall affect  the
validity of the remaining provisions.
      4.09  Counterparts. This Agreement may be executed  in  any
number of counterparts, each of which shall be deemed an original
and,  when  taken  together shall constitute  one  and  the  same
instrument.
      4.10 Expenses Associated With This Agreement.  Each of  the
parties hereto agrees to bear its own costs, attorney's fees  and
related expenses associated with this Agreement.
      4.11 Arbitration. Any dispute or claim arising to or in any
way related to this Agreement shall be settled by arbitration  in
the  State  of  Florida. All arbitration shall  be  conducted  in
accordance  with  the  rules  and  regulations  of  the  American
Arbitration Association ("AAA"). AAA shall designate a  panel  of
three  arbitrators from an approved list of arbitrators following
both  parties'  review and deletion of those arbitrators  on  the
approved  list  having a conflict of interest with either  party.
Each  party  shall  pay  its own expenses  associated  with  such
arbitration.  A  demand for arbitration shall be  made  within  a
reasonable  time  after the claim, dispute or  other  matter  has
arisen  and in no event shall such demand be made after the  date
when  institution of legal or equitable proceedings based on such
claim, dispute or other matter in question would be barred by the
applicable   statutes  of  limitations.  The  decision   of   the
arbitrators  shall  be  rendered  within  Sixty  (60)   days   of
submission  of  any  claim or dispute, shall be  in  writing  and
mailed  to  all  the  parties included in  the  arbitration.  The
decision of the arbitrator shall be binding upon the parties  and
judgment in accordance with that decision may be entered  in  any
court having jurisdiction thereof.
     4.12 Assignment. Neither Company, nor Consultant, shall have
the  right to assign or delegate this Agreement or any rights  or
obligations   created  hereby  unless  the  non-assigning   party
expressly approves the assignment in writing.
      4.13 Authority to Bind. A responsible officer of each party
has  read and understands the contents of this Agreement  and  is
empowered and duly authorized on behalf of that party to  execute
it.

IN  WITNESS WHEREOF, the parties have executed this Agreement  as
of the date set forth above.
          COMPANY:   UniPro Financial Services, Inc.
                     a Florida corporation

                     By: /s/Harvey Judkowitz
                        ----------------------------------
                         Harvey Judkowitz,  CEO


       CONSULTANT:   Willis B. Hale
                     --------------

                     /s/Willis B. Hale
                     --------------------------------------


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                 UniPro Financial Services, Inc.
                   2003 EQUITY INCENTIVE PLAN
                     Stock Option Agreement

Grant of options to Willis Hale (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  for One year from  the  date  hereof,  his
continual   technology  consulting  services  as  an  independent
business and financial consultant to the Grantor and to  help  it
achieve  the  goals  set  forth herein and  for  other  good  and
valuable consideration, the Grantor hereby grants to the Optionee
17,500  shares  of Common Stock, and options to  purchase  23,500
shares of common stock of the Grantor on the terms and conditions
set  forth in this Agreement made as of this 24th day of February
23,  2004 by and between Grantor, a Florida corporation  and  the
Optionee, residing at in Boca Raton, Florida.
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 March 1, 2005, up to Twenty-Three Thousand
Five Hundred (23,500) 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 ("exercise")  price  shall  be
$1.00  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 immediately.
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.
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.


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      (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 23rd day of February, 2004.

                              UniPro Financial Services, Inc.
                              -------------------------------


                              By: /s/
                                 -----------------------------

AGREED TO AND ACCEPTED:

/s/ Willis Hale
----------------------------
Willis Hale







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