Exhibit 10.7

                      CONSULTING AGREEMENT

THIS  CONSULTING AGREEMENT ("Agreement") is entered into  and  is
effective  as  of  February 25, 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 David  Larry,  ("Consultant")
residing in Pompano Beach, Florida.

R E C I T A L S:
           A.      Consultant  has more than 35 years  of  varied
business  and  technology development experience,  including  the
evaluation  and development of technical communication  products;
and he 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  or  develop  new technology products  in  which  the
Company  may  have  an interest in developing  or  acquiring.  In
addition,  Consultant  may on his own seek  and  find  technology
related  products  and or business entities  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 10,000  shares
of  the  Company's common stock, and 13,250 Common Stock Purchase
Warrants,  entitling  the Consultant to  purchase  up  to  13,250
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 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.
  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.


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   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

AGREED TO AND ACCEPTED:

/s/David Larry
------------------------------
David Larry



<PAGE>


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

Grant of options to David Larry (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
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 10,000 shares  of  Common
Stock,  and options to purchase 13,250 shares of common stock  of
the  Grantor  on  the  terms and conditions  set  forth  in  this
Agreement  made  as  of this 25th day of February,  2004  by  and
between Grantor, a Florida corporation and the Optionee, residing
in Pompano Beach, 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 Thirteen Thousand  Two
Hundred  and Fifty (13,250) 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.
     (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


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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 25th day of February 2004.


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


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

AGREED TO AND ACCEPTED:

/s/David Larry
------------------------------
David Larry


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