[Exhibit 10.2]

           Exclusive MARKETING and SALES AGREEMENT

THIS  AGREEMENT ("Agreement") is made and entered into as  of
the  23rd  day  of  October,  2003,  by  and  between  UniPro
Financial  Services, Inc., ("UniPro") organized and  existing
under  the  laws  of the State of Florida;  and  MCM  Systems
Corporation,  ("MCM")  duly organized  and  validly  existing
under  the  laws  of  the  State of Florida.  Both  corporate
parties  maintain their principal place of  business  in  the
County of Palm Beach, State of Florida.

WHEREAS, UniPro desires to acquire and the MCM, the developer
of  a  proprietary  CRM system, presently  known  as  and  by
"eBroker  system", (the "Product") desires  to  transfer  the
exclusive sales and marketing rights, the "Exclusive Rights",
thereto  upon  the  terms and subject to the  conditions  set
forth herein.

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1.   Acquisition.

Section  1.  1  Acquisition of Exclusive Rights.  MCM  hereby
agrees  to  transfer and assign to UniPro and  UniPro  hereby
agrees to accept same the following described "Asset",  being
the  Exclusive  worldwide rights to  sell  and  market  MCM's
proprietary Customer Relations Management System (CRM)  known
as  and  by the currently unregistered trade name of  eBroker
system,  together  with  all  programming  documentation  and
marketing documents developed as of the date hereof.

Section  1.2   Acquisition Price.  The consideration for  the
transfer  and  assignment of the aforesaid  Exclusive  Rights
shall  be  Five Hundred Thousand (500,000) Shares of UniPro's
$0.001   par  value  Common  Stock.  Such  shares  shall   be
unregistered  and  MCM  acknowledges  the  federal   transfer
restrictions  imposed  thereon. The parties  agree  that  the
aggregate Acquisition Price shall be deemed to equal $500,000
for  federal  and  other income tax purposes,  and  for  book
purposes,  in accordance with Section 1060 with the  Internal
Revenue   Code  of  1986;  and  any  regulations  promulgated
pursuant   thereto,  as  amended  from  time  to  time.   The
Acquisition price shall be paid by UniPro's Issuance  of  the
aforesaid Shares to MCM on the Closing.

Section  1.3  No Assumption of Liabilities. MCM  acknowledges
that  there  shall  be  no  known  encumbrances,  claims   or
obligations of record, pending or otherwise on said Asset  at
the Closing of the aforementioned transaction.
ARTICLE  2.    Representations  and  Warranties  of  MCM  and
UniPro.

Section  2.1    Representations and Warranties of  MCM.   MCM
hereby represents and warrants to UniPro as follows:

(a)  Due Incorporation and Organization. MCM is a corporation
duly  organized, validly existing and in good standing  under
the laws of the State Florida.

(b)  Authority.   MCM has the legal power  and  authority  to
enter  into  and perform this Agreement and the  transactions
contemplated  by this Agreement. The execution, delivery  and
performance  of  this Agreement by MCM and  the  transactions
contemplated  by  this Agreement have been duly  and  validly
approved  and  authorized  by  all  necessary  corporate  and
shareholder action of MCM.

(c)  Title to Asset. MCM has good and marketable title to the
demised Asset conveyed hereunder.

(d)   Actions  Pending.  There  are  no  actions,  suits   or
proceedings  pending or, to the knowledge of MCM,  threatened
against  or affecting the subject Asset at law or in  equity,
or  before  any  governmental or  public  office,  agency  or
authority which involves the possibility of any liability  or
which  may  result in any adverse change in the ownership  of
the Purchased Asset.

(e) Brokers. MCM and UniPro agree that there was no broker or
finder who brought about the subject transaction. Each  party
agrees to indemnify and save harmless the other in the  event
of a third party claim.

(f)  Absence  of  Conflicts and Consent  Requirements.  MCM's
execution  and delivery of this Agreement and performance  of


<PAGE>   [Exhibit 10.2 - Pg. 1]


its   obligations   hereunder,   including   the   continuing
Consulting Agreement hereunder, do not (i) conflict  with  or
violate  MCM's  Articles  of Incorporation  or  Bylaws,  (ii)
violate  or,  alone or with notice or the  passage  of  time,
result in the material breach or termination of, or otherwise
give  any contracting party the tight to terminate or declare
a  default under, the terms of any written agreement to which
MCM  is  a party or by which its properties or assets may  be
bound;  or (iii) violate any judgment, order, decree,  or  to
the  knowledge of MCM, any law, statute, regulation or  other
judicial or governmental restriction to which MCM is subject.
Section 2.2  Representations and Warranties of UniPro. UniPro
hereby represents and warrants to MCM as follows:

(a)    Due  Organization.   UniPro  is  a  corporation   duly
organized,  existing and in good standing under the  laws  of
the Stare of Florida.

(b)   Authority.  UniPro  is authorized  to  do  business  in
Florida.  UniPro has the legal power and authority  to  enter
into   and   perform  this  Agreement  and  the   transaction
contemplated  by this Agreement. The execution, delivery  and
performance  of this Agreement by UniPro and the transactions
contemplated  by  this Agreement have been duly  and  validly
approved and authorized by all necessary corporate action  of
UniPro.  Neither the execution and delivery by the UniPro  of
this  Agreement,  nor  the consummation of  the  transactions
contemplated hereby, not compliance by UniPro with any of the
provisions  hereof will:  i) conflict with  or  result  in  a
breach  of any provision of the Articles of Incorporation  or
Bylaws   of   UniPro,  or  (ii)  violate  any  order,   writ,
injunction, decree, statute, rule or regulation applicable to
UniPro or any of its properties or assets.

(c) Brokers.  All negotiations relative to this Agreement and
the transactions contemplated hereby have been carried on  by
UniPro in such a manner as not to give rise, as the result of
any action of UniPro, to any valid claim against either party
for  a  brokerage  commission,  finders  fee  or  other  like
payment.

ARTICLE 3.    Closing.

Section  3.1   Closing Date. The closing for the consummation
of  the  transactions  contemplated by  this  Agreement  (the
Closing) shall take place at the offices of the UniPro on  or
before  October  31, 2003 or by contemporaneous  delivery  by
each party to the other of duly executed documents, as may be
required.

Section  3.2 Obligations of MCM.  At the closing,  MCM  shall
deliver  to UniPro, a full and complete signed "original"  of
this Agreement, together with evidence of the approval by the
Board  of  Directors and shareholder of MCM  authorizing  the
execution, delivery and performance of this Agreement and all
other  agreements, documents and instruments relating  hereto
and the consummation of the transactions contemplated hereby.

Section  3.3  Obligations of UniPro.  At the closing,  UniPro
shall execute and/or deliver to MCM a full and complete  duly
executed   original   of  this  Agreement,   containing   the
obligation to issue in compliance with the provisions of  the
Securities  Act  of 1933, as amended (the "Act")  the  agreed
upon  shares  -  with  an  appropriate  transfer  restriction
legend,  either  directly to the individual sharesholders  of
MSM's parent company, or to MSM as circumstances may require.

ARTICLE 4.   Affirmative Covenants of MCM.

MCM agrees and covenants with UniPro as follows:

Section  4.1.  Conduct of the Business.  Except as  otherwise
agreed   to   in  writing  by  UniPro,  MCM  shall   continue
development and enhancement of the CRM System in the ordinary
course and shall provide such continuing "consulting" efforts
to  enhance the sales and marketing of the Product as per the
separate  contemporaneous Consulting  Agreement  between  the
parties;  nor  shall MCM take any action that  may  interfere
with or prevent performance of this Agreement.

(a)  Maintenance of the Product. The Product's software codes
shall be maintained in good repair, order and condition.

(b) Insurance. The MCM shall maintain in full force insurance
covering  loss or damage to the property conveyed  hereunder,
and  shall take all actions necessary to preserve all  rights


<PAGE>   [Exhibit 10.2 - Pg. 2]


under such insurance.

(c) Accuracy of Representations and Warranties. MCM shall not
take  any  action,  which would render any representation  or
warranty made herein by MCM untrue in any material respect as
of the Closing Date.

Section  4.2  Notice of Breach or Failure of Condition.   MCM
will give notice promptly to UniPro of the occurrence of  any
event  or  the  failure  of any event  to  occur  that  would
preclude the satisfaction of any condition contained herein.

Section  4.3  Further Assurances.  MCM shall promptly execute
and  deliver such instruments and take such actions as UniPro
reasonably  may  request in order to effect the  transactions
contemplated  by this Agreement and to satisfy  each  of  the
conditions set forth in Article 6 of this Agreement.

Section  4.4   Best Efforts of MCM to Obtain  Consents.   MCM
shall  use  its best efforts to obtain promptly all  consents
and authorizations of third parties, to make all filings, and
to  give  all notices to third parties which may be necessary
and  reasonably required in order to effect, or in connection
with, the transactions contemplated by this Agreement.

Section  4.5  Non-Competition and Consulting Agreement.  MCM,
its officers, directors and affiliates shall not compete with
UniPro in the sales and marketing of the Product.

ARTICLE 5.   Covenants of UniPro and MCM.

Section  5.1  Publicity. UniPro and MCM agree to maintain  in
confidence  information  concerning this  Agreement  and  the
transactions  contemplated  by this  Agreement.  The  parties
shall   consult   with  each  other  prior  to   any   public
announcements or disclosures required by law to be made  with
respect  to  the transactions contemplated by this Agreement,
and  no  other  announcements will  be  made  without  mutual
consent of the parties.

Section 5.2  Obligation of UniPro.  UniPro agrees to use  its
best  efforts to market and promote the Product at all  times
for the duration of this Agreement, and to seek to raise such
third party funding, from time to time, as may be required to
effectuate such efforts. UniPro may contract with third party
sales and marketing organizations, firms and individuals  for
such purposes.

Section 5.3  Best Efforts. UniPro and MCM will use their best
efforts to perform or cause to be satisfied each covenant  or
condition to be performed or satisfied by them. MCM will seek
third party firms and individuals to assist in the sales  and
marketing of the product.

Section  5.4  Governmental and other Filings. MCM and  UniPro
agree  to  cooperate with each other in filing any  necessary
applications, reports or other documents with any Federal; or
State  authorities having jurisdiction with  respect  to  the
transactions  contemplated by this Agreement and  in  seeking
necessary consultation with and favorable action by any  such
agencies, authorities or bodies.

Section  5.5  Cooperation After Closing.  After  the  Closing
Date, UniPro and MCM shall whenever and as often as shall  be
reasonably  required by the other, execute,  acknowledge  and
deliver, or cause to be executed, acknowledged and delivered,
any  and  all  further  instruments as may  be  necessary  or
expedient to consummate the transactions provided for in this
Agreement.

ARTICLE 6.  Conditions.

Section  6.1 Conditions Precedent to Obligations  of  UniPro.
All  obligations of UniPro under this Agreement are,  at  the
option  of  UniPro, subject to and shall be conditioned  upon
the satisfaction on or prior to the Closing Date, of each  of
the following additional conditions:

(a)   Representations,  Warranties  and  Agreements  of  MCM.
Except for changes contemplated by this Agreement and changes
occurring   in   the   ordinary  course  of   business,   the
representations, warranties and agreements made by MCM herein
shall  be  true  in all material respects on  an  as  of  the
Closing   Date   with  the  same  effect   as   though   such
representations and warranties had been made or given on  and
as of the Closing Date. MCM and all shareholders of MCM shall
have  performed  in  all material respects  the  obligations,
agreements  and  covenants undertaken by them  herein  to  be


<PAGE>   [Exhibit 10.2 - Pg. 3]


performed at or prior to the Closing Date.

(b)  Consents  to  Assignments. UniPro  shall  have  received
evidence,  satisfactory to UniPro and its counsel,  that  any
necessary consents to any assignments of agreements, licenses
and commitments contemplated hereunder have been obtained.

(c)  Necessary  Approvals:  Regulatory  Authorizations.   All
authorizations and approvals of any third parties,  including
Federal  or State regulatory bodies and officials, necessary,
in  the reasonable opinion of UniPro, for the consummation of
the  transactions  contemplated by this  Agreement,  and  the
continuation in all material respects of the business without
interruption  after  the Closing Date  in  substantially  the
manner  in  which such business is now conducted, shall  have
been received and shall be in full force and effect.

(d)  Corporate  Authorization. All  resolutions  and  actions
necessary   to   authorize   the  execution,   delivery   and
performance  of  this Agreement and the consummation  of  the
transactions contemplated hereby by MCM shall have been  duly
and validly made and taken, and MCM shall have full power and
right to consummate the transactions contemplated hereby.

(e)  Payment of Transfer Taxes. MCM shall have paid  or  made
provision  for payment of all transfer taxes sales  taxes  or
other  similar  taxes,  which become due  by  reason  of  the
transactions herein provided, if any.

Section  6.2 Conditions Precedent to Obligations of MCM.  All
obligations  of MCM under this Agreement are subject  to  and
shall  be  conditioned  upon the satisfaction  prior  to  the
Closing Date, of each of the following conditions:

(a) Representations, Warranties and Agreements of UniPro. The
representations,  warranties and agreements  made  by  UniPro
herein  shall be true in all material respects on and  as  of
the  Closing  Date  with  the  same  effect  as  though  such
representations and warranties had been made or given on  and
as  of  the Closing Date with the same effect as though  such
representations and warranties had been made or given on  and
as  of  the  Closing Date, except as affected by transactions
contemplated  hereby.  UniPro shall  have  performed  in  all
material  respects the obligations, agreements and  covenants
undertaken herein to be performed at or prior to the  Closing
Date.

(b)  Corporate  Authorization. All  resolutions  and  actions
necessary   to   authorize   the  execution,   delivery   and
performance  of  this Agreement and the consummation  of  the
transactions  contemplated hereby by UniPro shall  have  been
duly  and validly made and taken, and UniPro shall have  full
power  and  right to consummate the transactions contemplated
hereby.

ARTICLE  7. Termination.  Unless otherwise agreed upon,  this
Agreement,  including  the continuing  Consulting  provisions
shall  continue  for  a period of Ten (10)  years,  or  until
October  31, 2013.  In the absence of written notice  to  the
contrary   given  at  least  60  days  prior   to   aforesaid
termination  date, this Agreement and all of  its  terms  and
conditions  shall  be  automatically  renewed  for  two   (2)
successive Five (5) year periods.

Section 7.1 Termination by Mutual Consent. At any time on  or
prior  to  the Closing Date, this Agreement may be terminated
by  the mutual consent of UniPro and MCM without liability on
the  part  of  any party. In the event of the termination  of
this Agreement by mutual consent, this Agreement shall become
void and have no effect, without any liability on the part of
any party or its directors, officers or shareholders.

Section 7.2  Termination Upon Breach or Default.  At any time
if  a  material  default shall be made  by  a  party  in  the
observance  or  in  the  due and timely  performance  of  the
covenants  herein contained, or if there shall  have  been  a
material breach by a party of any of the representations  and
warranties set forty in this Agreement, UniPro or MCM, as the
case  may  be, any terminate this Agreement without prejudice
to  its  other  rights and remedies, including  such  party's
right to recover its expenses, costs, and other damages.


<PAGE>   [Exhibit 10.2 - Pg. 4]


Section  7.3  Termination  Based  Upon  Conditions.  If   the
conditions of this Agreement to be complied with or performed
by  a party on or before the Closing Date shall not have been
complied with and such noncompliance or nonperformance  shall
not  have been waived, the party to whom the benefit of  such
condition runs may terminate this Agreement without prejudice
to  its  other  rights and remedies, including  such  party's
right to recover its expenses, costs and other damages.

ARTICLE 8.    Miscellaneous.

Section   8.1  Amendment.  This  agreement  may  be  amended,
modified  or  supplemented in whole or in  part  only  by  an
instrument in writing executed by both UniPro and MCM.

Section 8.2  Assignment. The parties agree that neither  this
Agreement  nor any rights created hereby shall be  assignable
by  any party without the prior written consent of the  other
party.

Section  8.3 Counterparts. This Agreement may be executed  in
any number of counterparts, each of which shall be considered
to be an original instrument.

Section  8.4  Expenses.  MCM and UniPro shall each  bear  the
respective expenses incurred by them in connection  with  the
negotiation, execution and delivery of this Agreement and the
consummation of he transactions contemplated hereby.

Section  8.5   Entire Agreement. This Agreement contains  the
entire  agreement between UniPro and MCM with respect to  the
transaction and related transactions and supersedes all prior
arrangements or understandings with respect thereto.

Section  8.6  Descriptive Headings. The description  headings
are  for  convenience of reference only and shall not control
or  affect  the meaning or construction of any  provision  of
this Agreement.

Section  8.7  Notices.   All notices or other  communications
that  are required or permitted hereunder shall be in writing
and  sufficient if delivered personally or sent by registered
or   certified  mail,  postage  prepaid,  addressed  to   the
respective party at the address provided.

Section 8.8  Specific Performance. MCM acknowledges that  the
Product  is  unique and that if MCM fails to  consummate  the
transactions  contemplated by this  Agreement,  such  failure
will cause irreparable harm to UniPro for which there will be
no  adequate  remedy  at law. UniPro shall  be  entitled,  in
addition   to   its  other  remedies  at  law,  to   specific
performance  of  this Agreement of MCM, without  just  cause,
refuses  to consummate the transactions contemplated by  this
Agreement.

Section   8.9   Survival   of   Covenants,   Representations,
Warranties     and    Indemnifications.    All     covenants,
representations  and warranties made by  any  party  to  this
Agreement  shall be deemed made for the purpose  of  inducing
the   other  parties  to  enter  into  this  Agreement.   The
representations, warranties and covenants contained  in  this
Agreement  shall,  except  as  otherwise  provided  in   this
Agreement,  survive the Closing indefinitely. The  provisions
of  Article  7  of this Agreement shall survive  the  Closing
indefinitely. The covenants, presentations and warranties  of
both  MCM and UniPro are made only to and for the benefit  of
the  other  party to this Agreement and shall not  create  or
vest rights in other persons.

Section  8.10   Controlling Law.   This  Agreement  shall  be
governed by and construed pursuant to the laws of Florida.

IN  WITNESS  WHEREOF, the parties have caused this Agreement,
consisting of 5 pages, including this page, to be executed by
their authorized officers on the date stated above.

UNIPRO:                           MCM:

BY:__/s/Harvey Judkowitz_____     BY:__/s/ Willis Hale______
      Harvey Judkowitz                  Willis B. Hale
        President                         President



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