10.19 Professional Services Agreement -
                  Company and Ormiston Gore Securities Limited

                          FINANCIAL SERVICES AGREEMENT

This Financial Services Agreement is made and entered into to be effective as of
the date upon  which  Financial  Services  were  first  rendered  in  accordance
herewith  and is by and  between  Ormiston-Gore  Securities  Limited  (OGSL) and
BioProgress Technology International, Inc. (Client). OGSL is willing and able to
provide various valuable services for and on behalf of Client in connection with
the business of Client  including,  but not limited to, procuring equity or debt
finance for the Company  (together the Services).  Client desires to retain OGSL
as provider of  Services  to be  performed  by OGSL on behalf of Client and OGSL
desires  to  be  retained  in  that  capacity  upon  the  terms  and  conditions
hereinafter set forth. In  consideration of the foregoing  premises,  the mutual
promises  and  agreements  hereinafter  set forth,  and such other and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Client and OGSL agree as follows:

1.  Services.  Client hereby  retains OGSL and OGSL hereby accepts and agrees to
such  retention.  OGSL shall  render to Client  Services  of such  nature as are
necessary to provide for the day to day  financial  needs of the Company.  It is
not intended  that the  performance  of the Services  described  herein shall be
accomplished  exclusively  by  OGSL;  therefore,  OGSL  may  engage  persons  as
subcontractors  to assist in the  discharge of the  responsibilities  hereunder;
however,  the cost of such  persons or  subcontractors  shall be at the cost and
expense of OGSL.

2.  Time,  Place and  Manner of  Performance.  OGSL  shall  render  Services  at
reasonable and convenient times and places. Except as aforesaid, the time, place
and manner of  performance  of the Services  hereunder,  including the amount of
time to be allocated by OGSL to any specific service, shall be determined in the
sole discretion of OGSL.

3. Term of Agreement. This agreement shall begin when OGSL first began rendering
Services  for Client,  and shall  terminate  when the  Services  have been fully
rendered hereunder or when a change in control of Client shall have occurred.

4. Compensation. Client shall pay OGSL a fee in the amount of $10,000 per month.
At the option of OGSL,  OGSL may elect to take all or any portion of this amount
in shares of the free trading common stock of Client and Client  undertakes with
OGSL to procure the  registration  of such shares as soon as  permissible  under
statute,  law or regulation  following  the issue of the same.  The parties have
agreed that the fair market value of this stock, after considering the financial
condition of Client,  as well as the lack of a trading market for the stock,  is
$0.28 per share.

5.  Loans  and Loan  Advances.  Any and all loans or loan  advances  made to the
Client  by OGSL,  or  procured  by OGSL on  behalf  of a third  party,  shall be
unsecured and repayable in full upon formal demand made in writing and submitted
to the Client by OGSL. At the option of OGSL, OGSL may elect to accept repayment
of any and all loans or loan  advances  made to Client  under this  Agreement in
shares of the free  trading  common stock of Client and Client  undertakes  with
OGSL to procure the  registration  of such shares as soon as  permissible  under
statute,  law or regulation  following  the issue of the same.  The parties have
agreed that the fair market value of this stock, after considering the financial
condition of Client,  as well as the lack of a trading market for the stock,  is
$0.28 per share.

6 Expenses.  Client  shall  reimburse  OGSL on demand for all expenses and other
disbursements,  including, but not limited to, travel,  entertainment,  mailing,
printing and postage, incurred by OGSL, or any of its subcontractors,  on behalf
of Client in connection  with the  performance of the Services  pursuant to this
agreement.  Expenses  and  disbursements  in excess of $100 shall have  Client's
prior approval. These expenses shall be paid in cash, or, at the option of OGSL,
in shares of  Client's  common and Client  undertakes  with OGSL to procure  the
registration  of such  shares  as  soon as  permissible  under  statute,  law or
regulation  following the issue of the same.  If this option is exercised,  said
shares shall be issued at the fair market value therefor,  which Client and OGSL
agree will be the closing inside bid price  therefor on the date of payment.  6.
Work Product. It is agreed that, all intellectual  property,  business contacts,
commercial knowledge, actual or intangible know-how,  documents,  materials, and
any and all other  work  produced  or  performed  by the OGSL  pursuant  to this
Agreement shall be the sole and exclusive property of the Client upon payment to
the OGSL therefor.

7. Disclosure of Information. OGSL recognizes and acknowledges that OGSL has and
will  have  access  to  certain  confidential  information  of  Client  and  its
affiliates  that are valuable,  special and unique assets and property of Client
and such affiliates.  OGSL will not, during or after the term of this agreement,
disclose, without the prior written consent or authorization of Client, any such
information to any person,  except to authorized  representatives of OGSL or its
affiliates for purposes of the Services to be rendered under this agreement, for
any  reason or purpose  whatsoever.  In this  regard,  Client  agrees  that such
authorization  or consent to disclosure may be  conditioned  upon the disclosure
being made  pursuant to a secrecy  agreement,  protective  order,  provision  of
statute,  rule,  regulation or procedure under which the  confidentiality of the
information is maintained in the hands of the person to whom the  information is
to be  disclosed  or in  compliance  with  the  terms  of a  judicial  order  or
administrative process.

8.  Conflict  of  Interest.  OGSL  shall be free to perform  Services  for other
persons  during  the term of this  agreement.  OGSL  will  notify  Client of the
performance of consulting Services for any other person that would conflict with
the  obligations  of this  agreement.  Upon  receiving  such notice,  Client may
terminate  this  agreement  or consent to OGSL's  outside  consulting  Services.
Failure to terminate this agreement shall constitute Client's ongoing consent to
OGSL's outside consulting activities.

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9. Miscellaneous  Provisions.  (a) Notices. Any notices required or permitted to
be given under this agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle  office of each party. (b)
Waiver of  Breach.  Any waiver by a party of a breach of any  provision  of this
agreement  by the other party shall not operate or be  construed  as a waiver of
any subsequent  breach by the waiving party. (c) Assignment.  This agreement and
the rights and obligations of the parties hereunder are not assignable by either
party.  (d) Applicable  Law. It is the intention of the parties hereto that this
Agreement and the  performance  hereunder and all suits and special  proceedings
hereunder be construed in accordance  with and under and pursuant to the laws of
the  State  of  Nevada  and  that in any  action,  special  proceeding  or other
proceeding  that may be brought  arising out of, in connection with or by reason
of this agreement, the laws of the State of Nevada shall be applicable and shall
govern to the  exclusion  of the law of any other forum,  without  regard to the
jurisdiction  in which any action or special  proceeding may be instituted.  (e)
Severability.  All agreements and covenants contained herein are severable,  and
in the event any of them shall be held to be invalid by any competent court, the
agreement  shall be interpreted as if such invalid  agreements or covenants were
not contained  herein.  (f) Entire  Agreement.  This Agreement  constitutes  and
embodies the entire  understanding  and agreement of the parties and  supersedes
and replaces all prior  understandings,  agreements and negotiations between the
parties solely and expressly in respect of the subject matter. (g) Counterparts.
This agreement may be executed in counterparts, each of which shall be deemed an
original, but both of which taken together shall constitute but one and the same
document.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  entered  into this  agreement
effective as of the day and year first above written.

OGSL: ORMISTON-GORE SECURITIES LIMITED

Simon Ashley Couldridge, Director

CLIENT: BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.

Barry J. Muncaster, President