THIS CONVERTIBLE PROMISSORY NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. NO SALE OR
DISPOSITION MAY BE EFFECTED EXCEPT IN
COMPLIANCE WITH RULE 144 UNDER SAID ACT OR
AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL
FOR THE HOLDER, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE ACT OR RECEIPT OF A
NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION.
Unipro Financial Services, Inc.
CONVERTIBLE PROMISSORY NOTE
$100,000.00
September 30, 2005
Westlake Village, California
For value
received, UNIPRO FINANCIAL SERVICES, INC., a Florida
corporation
("Payor") promises to pay to Oceanus Value
Fund, L.P. or its assigns ("Holder")
the principal sum of one hundred thousand
dollars, ($100,000.00) with interest
on the outstanding principal amount at the
rate of 6.45% per annum, compounded
annually based on a 365-day year. Interest
shall commence with the date hereof
and shall continue on the outstanding
principal until paid in full.
1. This
note (the "Note") is issued as part of a series of similar
notes
(collectively, the "Notes") to be issued
pursuant to the terms of that certain
Note Purchase Agreement (the "Agreement")
effective as of September 30, 2005
(the "Agreement Date") to the persons
listed on the Schedule of Purchasers
thereof (collectively, the "Holders").
2. All
payments of interest and principal shall be in lawful money of
the
United States of America and
