[Exhibit 4.2]

              LOAN AGREEMENT AND PROMISSORY NOTE

THIS   LOAN  AGREEMENT  AND  PROMISSORY  NOTE  HAS  NOT  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  (THE
"ACT")  OR APPLICABLE STATE SECURITIES LAWS. A FURTHER  SALE,
ASSIGNMENT OR TRANSFER OR OTHER DISPOSITION MAY NOT  BE  MADE
EXCEPT  PURSUANT TO THE PROVISIONS OF THE ACT AND  APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, SATISFACTORY
TO  THE ISSUER, IS OBTAINED STATING THAT SUCH DISPOSITION  IS
IN   COMPLIANCE  WITH  AN  AVAILABLE  EXEMPTION   FROM   SUCH
REGISTRATION AND THE PROVISIONS HEREOF.

$22,500                              Dated:  October 28, 2003
-------                                      ----------------

IN CONSIDERATION OF THE LOAN TO THE BORROWER OF THE PRINCIPAL
SUM  IN  CASH,  the  undersigned, UniPro Financial  Services,
Inc., a Florida corporation in good standing, maintaining its
principal place of business at: 1450 S. Dixie Highway,  Suite
101,  Boca Raton, Florida 33432 (hereinafter referred  to  as
the "Borrower"),

DOES HEREBY Promise To Pay To The Order Of:

Suouconni  Ltd,  hereinafter referred  to  as  the  "Lender",
maintaining  its  principal office in  Sarasota  County,  the
State of Florida, or at such other place as may hereafter  be
designated  in writing, in lawful money of the United  States
of  America, and in immediately available funds, the  sum  of
TWENTY-TWO THOUSAND FIVE HUNDRED ($22,500) Dollars.

Principal Payments.
------------------
The  Principal sum shall be due and payable on or before  the
thirty-first day of October, 2005.

Unless  otherwise agreed, payment of Principal and any  other
amounts  due hereunder shall be made in lawful money  of  the
United  States  of  America.  This  Promissory  Note  may  be
prepaid, in whole or in part, at any time without premium  or
penalty of any kind.

The  terms  and conditions hereof may be altered, changed  or
otherwise amended only by the mutual written consent  of  the
parties hereto.

Lender has the option to receive payment of the Principal sum
in  the form of Ten Thousand (10,000) "restricted" shares  of
the Borrower's Common Stock (valued at $2.25 per share).

Interest Payments.
-----------------
Beginning October 31, 2004, interest on unpaid principal,  at
the  rate  of 6% per annum, shall be due and payable annually
on  the anniversary of that date or at the time any Principal
payment  (partial  or  full payment)  is  tendered.  Interest
payments  may  be made in cash or shares of common  stock  at
Lender's option.

Any of the following events shall be an "Event of Default":
----------------------------------------------------------

   a)    If the principal payment is not made  on or within 3
business days after the due date;

   b)    If the Borrower  becomes insolvent or  unable to pay
its  debts  generally  as  they  become  due,   or  makes  an
assignment for the benefit of creditors;  or

   c)    If  relief  is sought by or against the  Borrower by
legal action pursuant to any insolvency or bankruptcy law.

Should  one  or more Events of Default hereunder  occur,  and
continue,  Lender  may  proceed to protect  and  enforce  all
rights  hereunder, either by suit in equity or by  action  at
law,  or  both; whether for the specific performance  of  any
covenant, condition, or agreement contained herein, or in aid
of  the exercise of any power granted in this Promissory Note
to enforce any other legal or equitable right. After an Event
of  Default and immediately upon written demand therefor, the
Borrower  shall  pay  any  amounts  reasonably  expended   or
incurred  by  Lender  in the collection  of  any  amount  due
hereunder, including without limitation, attorney's fees  and
costs,  whether  or  not any legal action  is  instituted  in
connection therewith.


<PAGE>   [Exhibit 4.2 - Pg. 1]


This Promissory Note shall be binding upon the Borrower,  its
successors, representatives and assigns, and shall  inure  to
the  benefit of and be enforceable by Lender, its  successors
and assigns. This Promissory Note may not be changed, waived,
discharged  or terminated except by an instrument in  writing
and  signed  by  Lender. A waiver of any  provision  of  this
Promissory  Note shall be interpreted narrowly and  only  for
the  specific  contractual provision and  the  specific  time
period set forth herein. No failure by Lender to enforce  any
right or exercise any remedy hereunder shall waive any future
right of enforcement thereof or an exercise of such remedy at
a later time.

The  Borrower  hereby  waives presentment,  demand,  protest,
notice  of dishonor and all other notices and demands, except
as   expressly  set  forth  herein.  Further,  the   Borrower
specifically  waives any conflict of interest  which  may  be
construed or otherwise arise as a result of the fact that the
Lender is or hereafter becomes an affiliate (as defined under
the  Act) of the Borrower. There is no personal liability  on
the  part of the Borrower's officers or directors with regard
to the provisions hereof.

This  Promissory Note shall be construed and governed in  all
respects  by  the laws of the State of Florida applicable  to
contracts made and to be performed therein.

Any  notice  or communications required or sent in connection
with  this Promissory Note shall be sent delivered in  person
or  by  first class mail, postage prepaid, addressed  as  set
forth  hereinabove or to such other address as the respective
party  shall  provide  hereafter. In the  event  of  personal
delivery  of notice or communication proof of delivery  shall
be obtained.

IN  WITNESS  WHEREOF,  the parties have  executed  this  Loan
Agreement and Promissory Note in counterparts on the day  and
year first above written.


UniPro Financial Services, Inc.      Suouconni Corporation
-------------------------------      ---------------------
-Borrower                            -Lender


by:__/s/ Harvey Judkowitz__          by:__ /s/ Lance Galant__
      Harvey Judkowitz                    Lance V. Galant
         President                           President


<PAGE>   [Exhibit 4.2 - Pg. 2]