EXHIBIT 10.4

                 UNIPRO FINANCIAL SERVICES, INC.
                     Officers Code of Ethics

I.   INTRODUCTION
     A.      Purpose of Code.
UniPro  Financial Services, Inc. ("Corporation") is committed  to
the  highest  standards of legal and ethical  conduct,  including
providing  full and accurate financial disclosure  in  compliance
with  applicable laws, rules and regulations and maintaining  its
books  and  records  in  accordance  with  applicable  accounting
policies,  laws, rules and regulations. This Code of  Ethics  for
all  of  the Corporation's Officers ("Code") is designed  to  set
forth  particular  standards  of  conduct  that  the  Corporation
requires  of  all of its officers to follow. Any activity  by  an
officer  of  the Corporation contrary to this Code is  prohibited
and  is  not within the scope of employment or authority of  such
persons.
     B.      Persons Subject to this Code.
This Code is applicable to the following Corporation personnel:
        1.      Chief Executive Officer
        2.      Chief Financial Officer
        3.       President
        4.      All Vice Presidents
        5.      Secretary and any and all assistant secretaries
        6.      Treasurer, Assistant Treasurer, and or
Controller; and
        7.      All other persons performing similar functions as
persons in the enumerated positions.
     C.      Distribution and Commitment.
All  Covered  Persons will be given a copy of  this  Code.   Each
Covered Person will be required to certify that each (i) has read
and  understands the guidelines contained in this Code  and  (ii)
will comply with the terms of this Code.

II.   COMPLIANCE WITH RULES AND REGULATIONS.  The Corporation  is
committed  to  conducting its business  in  accordance  with  all
applicable laws, rules and regulations and in accordance with the
highest  standards of business ethics. As a Covered  Person,  you
must not only comply with applicable laws, however. You also have
leadership  responsibilities that include creating a  culture  of
high  ethical standards and commitment to compliance; maintaining
a  work  environment that encourages employees to raise concerns;
and promptly addressing employee compliance concerns.

III.  CONFLICTS OF INTEREST.
      A.  General Statement.  All Covered Persons are expected to
use good ethical judgment, and to avoid situations that create an
actual   or  potential  conflict  between  the  Covered  Person's
personal  interests  and  the interests  of  the  Corporation.  A
conflict  of  interest  also exists where  the  Covered  Person's
loyalties  or  actions  are  divided  between  the  Corporation's
interests and those of another, such as a competitor, supplier or
customer.  Both the fact and the appearance of a conflict  should
be  avoided. Before making any investment, accepting any position
or  benefits  or  participating in any  transaction  or  business
arrangement  that  creates or appears to  create  a  conflict  of
interest, Covered Persons must obtain the written approval of the
Board  of  Directors. While it is not feasible  to  describe  all
possible  conflicts of interest that could develop, the following
are some of the more common examples.
      B.  Examples of Conflicts. 1. Financial Interest in Another
Business.  Covered Persons should not have an undisclosed  direct
or   indirect   financial  interest  in  a  customer,   supplier,
competitor or others with whom the Corporation does business. The
ownership  of less than Five (5%) percent of the publicly  traded
stock  of  a  corporation will not be considered a  conflict.  2.
Other  Employment  and Outside Activities.  Without  the  written
consent  of  the Board of Directors, Covered Persons  should  not
work for, become directly or indirectly involved with, or receive
compensation of any sort from, a customer, supplier or competitor
of  the  Corporation  or others with whom  the  Corporation  does
business.  Covered Persons should not engage in  any  undisclosed
activity  that  may  be  competitive  with  or  contrary  to  the
interests   of  the  Corporation.   3.  Corporate  Opportunities.
Business opportunities of which Covered Persons learn as a result
of  employment with the Corporation belong to the Corporation, if
within  the  scope of the Corporation's existing or  contemplated
business, and should not be taken advantage of for personal gain.

IV.  DISCLOSURE  IN  REPORTS.  The Corporation  is  committed  to
providing   full,  fair,  accurate,  timely  and   understandable
disclosure in reports and documents filed with, or submitted  to,
the  Securities  and  Exchange Commission  and  in  other  public
communications made by the Corporation.

V.   COMPLIANCE WITH THIS CODE. If Covered Persons have questions
about  this  Code,  advice should be sought  from  the  Board  of
Directors. If a Covered Person knows of or suspects a conflict of
interest or a violation of applicable laws or regulations or this
Code, the Covered Person must immediately report that information
to  the  Chief  Executive Officer or, if the suspected  violation
concerns the Chief Executive Officer, to the Board of Directors.


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VI.   ACCOUNTABILITY;  WAIVER  OF THIS  CODE.   The  Board  shall
determine,   or  designate  appropriate  persons  to   determine,
appropriate  actions to be taken in the event  of  violations  of
this  Code.  Such actions shall be reasonably designed  to  deter
wrongdoing  and to promote accountability for adherence  to  this
Code,  and may include written notices to the individual involved
that  the  Board has determined that there has been a  violation,
censure  by the Board, demotion or reassignment of the individual
involved,  suspension  with  or  without  pay  or  benefits   and
termination of the individual's employment. The Corporation  will
waive  application of the policies set forth in  this  Code  only
when  circumstances warrant granting a waiver, and then  only  in
conjunction  with  any appropriate monitoring of  the  particular
situation. Changes in and waivers of this Code may be  made  only
by the Board of Directors and will be disclosed as required under
applicable law and regulations.



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