[Exhibit 10.3]

         Software Development & Consulting Agreement

THIS  AGREEMENT  ("Agreement") is made on  the  23rd  day  of
October,  2003,  by  and between UniPro  Financial  Services,
Inc.,  ("UniPro")  and MCM Systems Corporation  ("MCM")  both
parties   being  Florida  corporations  and  maintain   their
corporate offices in the State of Florida.

The  parties agree that MCM is acknowledged to be  the  owner
and primary  software  developer for the  eBroker system (the
"Product") and its future enhancements.

1.0  Product.  MCM developed the Product, and by  a  separate
contemporaneous agreement (the Exclusive Marketing Agreement)
has  granted  to  UniPro the worldwide  exclusive  rights  to
market the completed Product; which shall not be substituted,
modified,  or  otherwise changed from the  specifications  in
existence  at  the time said transaction is  Closed,  without
prior consultation with UniPro.

2.0 Term. This Agreement shall be in effect commencing on the
Closing date of the Exclusive Marketing Agreement, and  shall
remain  in  effect  for  the  duration  (including  automatic
renewal  terms)  of that Exclusive Marketing Agreement.  This
Agreement  may  also be terminated earlier  pursuant  to  the
provisions  hereof  notwithstanding  any  provisions  to  the
contrary.

3.0 Software Development & Consulting.

  3.1 All software development ("Product Enhancements") to be
performed  for  the  benefit of the Product by MCM  shall  be
subject to acceptance by UniPro.

  3.2  No  such  enhancements shall  be  installed  into  the
Product's programming until approved in writing by UniPro.

  3.3. All enhancements of the Product developed by MCM shall
be deemed part of the Product.

  3.4 MCM agrees to provide its development services and give
UniPro such assistance as may be required regarding the sales
and marketing of the Product.

  3.5   MCM  agrees  to  give  priority  to  its  performance
pursuant to this agreement.

4.0  Compensation.  The  parties acknowledge that UniPro  has
paid  the  sum  of  Twenty-Five Hundred ($2,500)  dollars  in
partial   consideration  for  this  Agreement.  Additionally,
effective   on   the  Closing  Date  of  the  contemporaneous
Exclusive  Marketing Agreement, the parties shall participate
on  an  equal basis in the net revenues generated  by  future
sales of the Product. MCM assumes full responsibility for the
costs of all future Product Enhancements.

5.0  Payment. UniPro shall pay to MCM its share  of  the  net
revenues  on a monthly basis, unless otherwise agreed  to  in
writing by the parties. Each Invoice is payable within twenty
(20) days from the date of receipt.

6.0 Exclusivity. MCM agrees that the Product Enhancements  it
develops  will  be for and shall be exclusively  provided  to
UniPro; and that MCM shall not supply, distribute or sell the
Product  or  any  of  its future Enhancements  to  any  third
parties.

7.0  Quality Control. MCM assures that it will provide strict
quality control over its development of Product Enhancements.
MCM further agrees to require all of its production personnel
to  be  properly trained and qualified to produce the Product
Enhancements.

8.0  Representation and Warranties of MCM. MCM represents and
warrants,  which warranties and representations will  survive
the term of this Agreement:

        8.1  that   the   Product   will   conform   to   all
specifications, and will be merchantable, free  from  defects
and will be fit for the purpose intended;

       8.2   that  the Product has  been  developed and is to
be delivered in  full  compliance with all applicable federal
(US),  state and local statutes, rules and regulations   (the
"Regulations");

       8.3   that   MCM  has  or  will  maintain   sufficient
facilities  and capacity  to develop  Product Enhancements in
accordance with this Agreement.


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        8.4  that  MCM  is  authorized  to  enter  into  this
Agreement,  that MCM's execution of this Agreement  has  been
duly   approved  by  all  applicable  procedures,  that  this
Agreement  constitutes a legal, valid and binding  obligation
of  MCM, and that to MCM's knowledge this Agreement will  not
violate the rights of any third party.
The  aforesaid warranties shall be in additional to all other
warranties, express, implied or statutory and in addition  to
all  obligations  contained in this Agreement.   Payment  for
inspection of, or receipt of the Product by UniPro shall  not
constitute a waiver of any breach or warranty.

       9.0  Representations and Warranties of UniPro.  UniPro
represents and warrants, which warranties and representations
will survive the term of this Agreement:

       9.1 that UniPro has, or will have the right to use the
various  trade  name,  trademarks  and  logos  (the  "Marks")
pursuant to any required third party license agreements,  for
the manufacture of the Product throughout the Initial Term of
this Agreement and any Renewal Term hereof;

        9.2 that UniPro is free to enter into this Agreement,
that  UniPro's  execution  of this Agreement  has  been  duly
approved  by all applicable corporate procedures,  that  this
Agreement  constitutes a legal, valid and binding  obligation
of UniPro, and that to UniPro's knowledge this Agreement will
not  violate the rights of any third party. These  warranties
shall  be  in  addition  to  all other  warranties,  express,
implied  or  statutory  and in addition  to  all  obligations
contained in this Agreement.

        9.3  that UniPro shall use its best efforts to market
and promote the Product, including as necessary raising third
party financing to fund such efforts.

10.0 Default and Termination.

     10.1  In the event that either party:

     (a)  breaches  any term  or condition of this Agreement;
or

     (b)  abuses  or  misrepresents its status regarding  the
Product  Enhancements to the detriment of the other party, or

     (c)  becomes  the subject of a ny proceeding  under  the
Bankruptcy Act, becomes insolvent or any assignment  is  made
for  the  benefit of creditors or a trustee is appointed  for
all or any portion of the party's assets, or

     10.2   The  failure to terminate the Agreement upon  the
occurrence  of one or more of these events of  default  by  a
party  shall not constitute a waiver or otherwise affect  the
right  of  the non-breaching party to terminate the Agreement
as  a result of a continuing or subsequent failure or refusal
by  the  breaching party to comply with any such obligations.
Failure  by  the non-breaching party to exercise any  of  its
rights   or  remedies  hereunder  or  to  insist  on   strict
compliance with any of the terms of this Agreement shall  not
constitute a waiver of any of the terms or conditions of this
Agreement  with  respect to any other subsequent  breach  nor
shall  it  constitute a waiver by the non-breaching party  of
its   rights  at  any  time  thereafter  to  require   strict
compliance with the terms of this Agreement.

      10.3  Upon  termination, the  parties  shall  make  any
outstanding payments which may be due to each of the other.

11.0 Indemnity.

  11.1 Both parties agree to indemnify and hold harmless  the
other  party  and,  its  officers, directors,  employees  and
agents,  and  other  users of the Product harmless  from  all
claims,  demands,  losses, liability,  suits  at  law  or  in
equity,  costs and expenses, including reasonable  attorney's
fees, resulting from injury, illness and/or death caused,  in
whole or in part, by contact with, use and/or consumption  of
the  Product,  unless  (and then only  to  the  extent)  such
injury, illness and/or death is caused by the sole negligence
or  misconduct. In the event of any claim, threatened  claim,
or  notification  of  either which  may  be  the  subject  of
indemnification provided for in this Section, prompt  written
notices thereof shall be provided to the other party.


<PAGE>   [Exhibit 10.3 - Pg. 2]


  11.2  The  provisions of this Section 11 and the  indemnity
hereunder,  shall survive this Agreement and any  performance
hereunder.

12.0  Confidentiality.  All  terms  and  conditions  of  this
Agreement  shall remain confidential between MCM and  UniPro.
Each  party  acknowledges that during the course of  carrying
out   this   Agreement,  it  may  receive  confidential   and
proprietary   information  related  to  the   other   party's
business,   created   or  provided   by   the   other   party
("Confidential   Information").   Confidential    Information
includes  any information, designs, data or know-how  that  a
party  has designated as proprietary and/or confidential,  or
that,  by  the  nature of the circumstances  surrounding  the
disclosure, ought to be treated as exclusive property of  the
other  party  and  undertakes to  retain  in  confidence  all
Confidential  Information.   Each party's  obligations  under
this  Section 12 shall survive expiration and termination  of
the Agreement and any amendments thereto.

13.0 Miscellaneous Provisions.

  13.1  Independent Contractor Relationship. MCM  and  UniPro
are  independent contracting parties and this Agreement  does
not  create a relationship of principal and agent,  partners,
joint  ventures or employer and employee between  UniPro  and
MCM.  MCM  shall  have  no authority  to  bind  or  otherwise
obligate  UniPro  in any manner nor shall  MCM  represent  to
anyone that it has a right to do so.

  13.2  Severability.  The provisions of  the  Agreement  are
severable and the Agreement shall be interpreted and enforced
as if all completely invalid or unenforceable provisions were
not  contained  in  the Agreement, and  partially  valid  and
enforceable  provisions shall be enforced to the extent  that
they are valid and enforceable.

14.0  Entire Agreement. The Agreement constitutes the  entire
written  Service & Consulting Agreement between  the  parties
and supersedes any and all prior negotiations, understandings
and/or  agreements, oral or written, between the  parties  to
this  Agreement  with respect to the subject matter  of  this
Agreement. The parties agree that neither party is relying on
any statement or promise not contained in this Agreement.

15.0 Amendments in Writing. Neither the Agreement nor any  of
its  provisions may be waived, modified or amended except  by
an  instrument  in  writing signed by  the  parties  to  this
Agreement.

16.0  Assignment.  The Agreement shall be  binding  upon  and
shall  inure to the benefit of the parties to this Agreement,
provided, however, it shall not be assigned by either  UniPro
or MCM, without the prior written consent of the other party.

17.0  Applicable  Law.  The parties  agree  that  all  terms,
conditions and provisions of this Agreement shall be governed
by  and construed in accordance with the laws of the State of
Florida.

18.0 No Delegation of Authority. MCM shall not subcontract or
otherwise  permit  third  parties  to  produce  the   Product
Enhancements  or  to  perform  its  obligations  under   this
Agreement, without the prior written consent of UniPro.

19.0  Cumulative  Remedies.  The rights  and  remedies  above
provided  to either party shall be cumulative in addition  to
all  other rights and remedies available to either  party  in
law and in equity.

20.0  Notices.  Whenever  a  provision  is  made  under  this
Agreement for any demand, notice or declaration of any  kind,
or  where it is deemed desirable or necessary by either party
to  give  or serve any such notice, demand or declaration  to
the  other  party, it shall be in writing and  served  either
personally or sent by United States mail, certified,  postage
prepaid, addressed to the address as either party may  advise
the  other  from  time to time. It shall be deemed  delivered
upon receipt.

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

UniPro Financial Services, Inc.        MCM Systems Corporation

By: __/s/ Harvey Judkowitz______       By:___/s/ Willis Hale_______
    Harvey Judkowitz, President           Willis B. Hale, President


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