Exhibit 4.3
Specimen Unit Warrant Agreement

          REDEEMABLE COMMON STOCK UNIT PURCHASE WARRANT

Each Unit Offered @$14 per Unit
consists of:                                    ___________, 2004
   40 Class "A" Warrants and
   80 Class "B" Warrants.
 [280 Aggregate Common Shares On Conversion]

Units Purchased:___________


  THIS REDEEMABLE UNIT WARRANT REPRESENTS THE RIGHT TO PURCHASE
                  SHARES OF THE COMMON STOCK OF

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

FOR  VALUE  RECEIVED, UniPro Financial Services, Inc., a  Florida
corporation  (the  "Issuer") promises  to  sell  and  deliver  to
____________________________(the "Holder") the  following  stated
number  of  shares  of the Common Stock of the Issuer,  upon  the
payment  by the Holder to the Issuer at the "Exercise Price",  as
herein  defined,  payable  in  U.S.  funds  accepted  subject  to
collection.

a.  ___________ Class "A" Common Stock Purchase Warrants  -  Each
"A"  Warrant is exercisable at any time prior to its termination,
being  the  first anniversary of the Effective Date of  the  SB-2
Registration  statement, and is convertible  into  One  share  of
Common  Stock  upon payment of the Exercise Price  of  $5.00  per
share.

b.  ____________ Class "B" Common Stock Purchase Warrants -  Each
"B" Warrant is exercisable at any time prior to their termination
three  years  from  the Effective Date of  the  Offering  and  is
convertible into Three shares of Common Stock upon payment of the
Exercise Price of $6.25 per Share.


Redemption.  The  Class "A" Warrants and the Class  "B"  Warrants
composing  the  Unit  Warrant  are individually  and  or  jointly
redeemable by the Issuer as provided herein.



                             NOTICE
This  Unit Warrant, and the securities issuable upon its exercise
(in  whole  or in part) have been sold to the Holder pursuant  to
the  Form  SB-2 Registration Statement filed with,  and  declared
effective  by  the Securities and Exchange Commission.  The  Unit
Warrant  and  or  the  underlying  shares  may  be  freely  sold,
transferred  or otherwise disposed of while they are the  subject
of  an effective registration statement, which the Company agrees
to  use its best efforts to keep current at all times during  the
unexpired term of this Unit Warrant. The Class "A" and the  Class
"B" Warrants are inseparable.


Registered Warrant Holder:

Name:     ________________________________

Address: ________________________________

         ______________________________

SS/Tax ID#: _____________________________


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  1.   Warrant Exercise. The Holder shall be entitled to purchase
       ----------------
up  to  the stated number of Common shares of the Issuer, at  any
time  from  the  date  of this Agreement, until  the  appropriate
Expiration  Date,  hereinafter defined.  To  exercise  this  Unit
Warrant,  whether  in whole or in part, the Holder  shall  tender
payment  in U.S. funds, to the Issuer for the Exercise Price  per
share,  as  hereinafter described, multiplied by  the  number  of
shares  being  purchased. A properly completed Form  Of  Exercise
together  with  this  Original Unit Warrant shall  accompany  the
Holder's payment.
     1.1  Cashless Exercise: The underlying shares may be  issued
          -----------------
by  the  Issuer, in its discretion, on the basis of a  Promissory
Note, duly executed by the Holder; provided that the Holder shall
simultaneously  provide the Issuer with a duly  executed  Payment
Instruction  directing  that upon the settlement  date  from  the
public  sale of the shares the appropriate funds computed at  the
Exercise  Price  per  share, be wired by the executing  brokerage
firm directly to the Issuer's bank account.
     1.2  Partial Exercise: If an exercise is for less  than  the
          ----------------
aforesaid total shares, this Unit Warrant shall automatically  be
adjusted  to  reflect the remaining balance, or at  the  Issuer's
option, a revised Agreement may be issued.
  2. Exercise Price:
     --------------
     "A" Warrants. The Exercise Price for the conversion of the
     ------------
"A" Warrants shall be $5.00 per share.
     "B" Warrants. The Exercise Price for the conversion of the
     ------------
"B" Warrants   shall be $6.25 per share.
   3.  SEC Registration. The Warrants and their underlying shares
       ----------------
have  been  sold  to the Holder pursuant to an SB-2  Registration
Statement  declared  effective by  the  Securities  and  Exchange
Commission  on   ________________; as such the Warrants  and  the
shares are free from trading restrictions otherwise imposed under
the Act. At any time prior to the expiration date if there is  no
effective  SEC  registration statement  covering  the  underlying
shares,  shares issued on conversion of the Warrant will  not  be
free  from trading restrictions, and would only be qualified  for
resale  pursuant to a valid exemption from registration  at  that
time.
   4.  Inseparability of Warrants. The Class "A" and the Class "B"
       --------------------------
Warrants  are inseparable except as to redemption by the  Issuer,
as hereinafter defined.
   5.  Stockholders Rights. Possession or ownership of this  Unit
       -------------------
Warrant,  prior to any full or partial exercise, does not  confer
any voting or other shareholder rights on the Holder.
  6.   Anti-Dilution Provisions. The number of shares, which may be
       ------------------------
issuable  hereunder,  shall  be proportionately  decreased  if  a
reverse  stock split or other such reclassification is  declared.
The  shares issuable hereunder shall be proportionately increased
in the event that the Issuer causes to be issued more shares as a
stock  dividend, forward split or other such reclassification  is
declared.  In  the event that all shareholders  are  granted  the
right  to purchase additional shares such event shall be  treated
as  a  stock  dividend  as relates to the  Holders  Anti-dilutive
rights.
   7.  Successor  Corporation. All rights granted to  the  Holder
       ----------------------
hereof  shall survive any merger, consolidation or other business
combination  of the Issuer with another "successor"  entity.  The
Holder shall have the same anti-dilutive rights in such case,  in
the securities of the new entity.
   8.  Exercise  Price Adjustments. Upon the occurrence  of  each
       ---------------------------
event  requiring  an  adjustment in the Exercise  Price,  or  the
number of underlying shares, the Issuer shall give prompt written
notice,  setting  forth the computation used  to  arrive  at  the
adjusted price or number of underlying shares. The Issuer's Chief
Financial  Officer  or the Issuer's accountants  shall  make  the
computations. Such computations shall be conclusive  and  binding
upon  the Holder unless written objection is given to the Issuer,
within  fourteen  days  from the date  of  the  Issuer's  initial
adjustment notice.
   9.  Dissolution Or Liquidation of the Issuer. In the event that
       ----------------------------------------
the  Issuer  is dissolved, or otherwise liquidates a  substantial
portion (i.e., 60% or more) of its assets with the intent to make
a   distribution  to  shareholders  of  the  proceeds   therefrom
(including  the sale of assets of a wholly-owned subsidiary)  the
Holder  shall be entitled, after proper exercise of the Warrants,
in  whole or in part, to participate in the distribution  on  the
same  terms  and conditions as are all of the other shareholders.
In  such  event, the Issuer shall give 30 days written notice  to
the Holder. Failure of the Holder to exercise within 30 days from
the  date of the Issuer's notice, shall cause all such rights  in
the  Warrants to terminate. The Issuer may finalize the  intended
transaction  but  it  may  not make any shareholder  distribution
during the 30 day notice period.
 10.   Non-Adjustment Events. It is acknowledged and agreed that no
       ---------------------
price or quantity adjustments shall be required in the event that
the  Issuer issues additional shares of its common stock: a) upon
the  exercise  of warrants or options granted previously  to  the
date  hereof;  b) pursuant to any stock option plan  or  employee
benefit  plan;  c)  in  exchange for good  and  valuable  assets,
including  an  operating  entity;  or  d)  for  any  purpose   in
connection with debt or equity offerings.
  11.  Redemption. The Class "A" Warrants and or  the  Class  "B"
       ----------
Warrants  composing  the  Unit Warrant are  individually  and  or
jointly  redeemable  by the Issuer at any  time  after  at  least
twenty  successive  trading days during which  the  market  "bid"
price, if there is a public trading market for the shares of  the
Issuer, is at least 110% of the Exercise Price of the Class being
redeemed.  If  only  the  Class  "A"  Warrants  are  noticed  for
redemption,  the Class "B" Warrants shall survive and  this  Unit
Warrant  shall automatically be deemed adjusted accordingly.  The
redemption price shall be $0.005 per Class "A" and per Class  "B"
Warrants.
  12.  Available  Shares. The Issuer agrees to reserve  and  keep
       -----------------
available  out  of its authorized, and unissued  capital  shares,
sufficient  shares  to cover the exercise of all  of  the  shares
covered  by this Unit Warrant. Further, that upon issuance,  such
shares shall be validly issued, fully paid and non-assessable.


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 13.   Miscellaneous.
       -------------
   13.1  Loss  of  Unit  Warrant. In the event  of  the  loss  by
         -----------------------
destruction or mutilation of this Unit Warrant, upon request, the
Issuer  shall  execute  and deliver a new  Warrant  Agreement  in
exchange  for  and  upon the surrender and cancellation  of  such
mutilated or defaced Unit Warrant. If the Unit Warrant  was  lost
or  stolen, the Issuer may, at its option, as a condition to  the
execution  and delivery of a new Unit Warrant, require  that  the
Holder  provide satisfactory indemnity to the Issuer. The  Holder
may  be required to post a surety bond to protect the Issuer from
conflicting claims.
  13.2 Record Owner. At the time this Unit Warrant is surrendered
       ------------
for  exercise, together with the completed Form of  Exercise  and
the  monetary  consideration required, the person  so  exercising
shall be deemed to be the Holder of record, notwithstanding  that
the  stock transfer books of the Issuer shall then be closed,  or
that certificates representing such securities shall not then  be
actually  delivered  to such person. In the event  of  a  dispute
regarding the ownership of the rights to exercise under this Unit
Warrant, unless and until the Issuer has received a duly executed
Assignment,  with appropriate medallion signature guarantee,  the
Issuer  shall recognize the record holder as the valid owner.  No
third party shall have any claim whatsoever against the Issuer in
the absence of such properly executed Assignment.
  13.3 Fractional Shares. No fractional shares shall be  issued
       -----------------
under any circumstances. The Holder may elect to remit additional
funds  to obtain the next full share, or the Issuer may reimburse
the  Holder  for  such fractional amount. In no event  shall  the
Issuer  issue more shares than the maximum quantity indicated  on
the first page hereof.
  13.4 Notices.  All  notices required hereunder  shall  be  in
       -------
writing,  delivered  by certified, registered  or  express  mail,
return  receipt requested, to the address of record of the  party
being  noticed.  All time periods to be determined  under  notice
shall be so counted from the actual date of mailing.
  13.5 Best  Efforts. The Issuer shall use its best efforts  to
       -------------
keep  current its SB-2 registration covering the Warrant and  the
underlying shares.
  13.6 Stock  Issuance  Taxes.  The  Issuer  shall  bear  full
       ----------------------
responsibility for payment of any federal or state stock issuance
taxes which may be required.
  13.7 Entire Binding Agreement. This Unit Warrant represents the
       ------------------------
entire  agreement between the parties. No change, alteration,  or
other modification hereof may be made except by a further written
agreement,  duly  executed  by  the  parties  hereto.   No   oral
agreement or understanding, express or implied, shall invalidate,
empower  or affect this written Agreement. By acceptance of  this
Unit  Warrant, the Holder agrees to be bound by all of its  terms
and conditions.
  13.8 Expiration Date. Unless extended by the Board of Directors
       ---------------
of the Issuer, the Class "A" Warrants expire at the close of
business on the first anniversary of the Effective Date of the
Issuer's SB-2 Registration Statement pursuant to which the Unit
Warrant was issued and sold. The Class "B" and the Unit Warrant
expire at the close of business on the third anniversary of the
Effective Date of the Issuer's initial SB-2 Registration
Statement pursuant to which the Unit Warrant was issued and sold.
 13.9 Captions. The paragraph captions are for information
      --------
purposes only.
 13.10 Controlling Law. This Unit Warrant shall be governed  by
       ---------------
and  construed  in  accordance with the  laws  of  the  State  of
Florida.
IN  WITNESS WHEREOF, the Issuer, by its duly authorized  officers
has   executed  this  Unit  Warrant  as  of  the  _____  day   of
___________, 2004.

UniPro Financial Services, Inc.           ATTEST:

By:                                       By:
   --------------------------------          -------------------------------
   Harvey Judkowitz,  President              Paul M. Galant, Secretary

                         Election to Purchase
                         --------------------
To: UniPro Financial Services, Inc.
The Undersigned hereby irrevocably elects to exercise
  [   ]  All or  [   ] _____________________ of the
  [   ]  Class "A" Warrants
  [   ]  Class "B" Warrants
as  evidenced by the Unit Warrant dated _________, 2004,  and  to
purchase the shares of Common Stock issuable upon the exercise of
said Warrants. Please issue the shares as follows:
____________________________________________      Taxpayer
I.D./SS#:________________________
(Name)
____________________________________________
__________________________________________________
(Address- if different from that on first page)
If  the  said number of Warrants shall not be all of the Warrants
evidenced by the subject Unit Warrant, the Unit Warrant shall  be
appropriately noted and remain valid for the remaining balance of
such  Warrants. Payment of the aggregate exercise  price  in  the
amount  of  $__________ is made herewith, or the authorized  Note
Payable is duly executed and presented herewith.
Dated, _______________, 200__
Signature: ______________________________
Medallion Signature Guarantee:
____________________________________________
Required If Shares Are To Be Registered In A
Name Other Than The Named Warrant Holder


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