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<P ALIGN="CENTER">As filed with the Securities and Exchange Commission on September 20, 2002</P>

<P ALIGN="CENTER">Commission File No. 0-15303</P>

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<P ALIGN="CENTER">UNITED STATES</P>

<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>

<P ALIGN="CENTER"><U>                      Washington, D.C. 20549                      </U></P>

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<P ALIGN="CENTER"><STRONG>Form S-8</STRONG></P>

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<P ALIGN="CENTER"><STRONG>REGISTRATION STATEMENT</STRONG></P>

<P ALIGN="CENTER"><STRONG><U>UNDER THE SECURITIES ACT OF 1933</U></STRONG></P>

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<P ALIGN="CENTER"><U>                      ABSS, CORP. (f/k/a Unico, Inc.)                       </U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Exact name of registrant as specified in its charter)</FONT></P>

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<P ALIGN="CENTER">        <U>Delaware</U>                                                               <U>73-1215433</U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">          (State or other jurisdiction                                                    (IRS Employer</FONT></P>

<P ALIGN="CENTER"><FONT SIZE="-1">           of incorporation or organization)                                             Number)      </FONT></P>

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<P ALIGN="CENTER">315 Greenwich Avenue</P>

<P ALIGN="CENTER"><U>             Greenwich, CT 06830             </U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Address of principal executive offices) (zip code)</FONT></P>

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<P ALIGN="CENTER"><U>PAYMENT TO BUSINESS DEVELOPMENT CONSULTANT</U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Full titles of plans)</FONT></P>

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<P ALIGN="CENTER">Benny Blom, President</P>

<P ALIGN="CENTER">ABSS, CORP.</P>

<P ALIGN="CENTER">315 Greenwich Avenue</P>

<P ALIGN="CENTER">Greenwich, CT 06830 </P>

<P ALIGN="CENTER"><U>                                           (203) 422-0448                                           </U></P>

<P ALIGN="CENTER"><FONT SIZE="-1">(Name, address and telephone number, including area code, of agent for service)</FONT></P>

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<P ALIGN="CENTER"><STRONG>CALCULATION OF REGISTRATION FEE</STRONG></P>

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<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT SIZE="-1"><STRONG>Title of Securities
to be Registered</STRONG></FONT></TD>
<TD><FONT SIZE="-1"><STRONG>Amount being
Registered</STRONG></FONT></TD>
<TD><FONT SIZE="-1"><STRONG>Proposed
Maximum
Offering Price Per
Share</STRONG></FONT></TD>
<TD><FONT SIZE="-1"><STRONG>Proposed
Maximum
Aggregate
Offering price</STRONG></FONT></TD>
<TD><FONT SIZE="-1"><STRONG>Amount of
Registration Fee</STRONG></FONT><STRONG></STRONG></TD></TR>
<TR VALIGN="TOP"><TD>Common Stock</TD>
<TD>550,000</TD>
<TD>$.30</TD>
<TD>$165,000</TD>
<TD>$15.18</TD></TR></TABLE>

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<P>(a) The Registration Fee with respect to the shares registered hereby has been calculated pursuant
to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended (the "<STRONG>Act</STRONG>"), based upon
the last price per share of the Registrant's Common Stock on September 19, 2002, the last date
on which the securities of the Registrant were traded prior to the filing of this Registration
Statement, as reported by the OTC Electronic Bulletin Board.</P>

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<P><A NAME="node3"></A><STRONG>PART II</STRONG></P>

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<P ALIGN="CENTER"><STRONG>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</STRONG></P>

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<P><A NAME="node4"></A>Item 3.   Incorporation of Certain Documents by Reference.</P>

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<P>The following documents are incorporated by reference in the Registration Statement:</P>

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<P>(a)  The Registrant's Annual Report on Form 10-KSB for its fiscal year ended </P>

<P>December 31, 2001. </P>

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<P>(b)  The Registrant's Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2002
and June 30, 2002.</P>

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<P>Item 4.   Description of Securities.</P>

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<P>Not applicable.</P>

<P><A NAME="node6"></A></P>

<P>Item 5.   Interests of Named Experts and Counsel.</P>

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<P>Sellers and Associates, P.C. has issued its report dated April 30, 2002 relating to the financial
statements of the Registrant incorporated herein.</P>

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<P>Certain legal matters with respect to the legality of the issuance of the Common Stock offered
hereby will be passed upon for the Registrant by Jerold K. Levien, Esq.</P>

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<P><A NAME="node7"></A>Item 6.   Indemnification of Directors and Officers.</P>

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<P>Reference is hereby made to the provisions of the Delaware General Corporation Law which
provides for indemnification of directors and officers under certain circumstances.</P>

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<P>The Registrant's Certificate of Incorporation and By-laws provide that the Company shall, to the
fullest extent permitted by the laws of the State of Delaware, indemnify any director, officer,
employee and agent of the corporation against expenses incurred by such person by reason of the
fact that he serves or has served the corporation in such capacity.</P>

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<P>Indemnification under the Company's Articles of Incorporation and By-laws is nonexclusive of
any other right such persons may have under statute, agreement, by law or action of the Board of
Directors or shareholders of the corporation.<FONT SIZE="-2"></FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Item 7.   Exemption from Registration Claimed.</FONT></P>

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<P><FONT FACE="Times New Roman">Not applicable.</FONT></P>

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<P><FONT FACE="Times New Roman"><A NAME="node9"></A>Item 8.   Exhibits.</FONT></P>

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<P><FONT FACE="Times New Roman">The exhibits to the Registration Statement are listed in the Exhibit Index </FONT></P>

<P><FONT FACE="Times New Roman">elsewhere herein.</FONT></P>

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<P><FONT FACE="Times New Roman"><A NAME="node10"></A>Item 9.   Undertakings.</FONT></P>

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<P><FONT FACE="Times New Roman">The undersigned Registrant hereby undertakes:</FONT></P>

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<P><FONT FACE="Times New Roman">(1)  to file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:</FONT></P>

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<P><FONT FACE="Times New Roman">(a)   to include any prospectus required by Section 10(a)(3) of the Securities </FONT></P>

<P><FONT FACE="Times New Roman">Act of 1933;</FONT></P>

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<P><FONT FACE="Times New Roman">(b)  to reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement;</FONT></P>

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<P><FONT FACE="Times New Roman">(c) to include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by this paragraph is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.</FONT></P>

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<P><FONT FACE="Times New Roman">(2)  That, for the purpose of determining any liability under the Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.</FONT></P>

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<P><FONT FACE="Times New Roman">(3)  To remove registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.</FONT></P>

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<P><FONT FACE="Times New Roman">(4)  The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</FONT></P>

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<P><FONT FACE="Times New Roman">(5)  The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of </FONT></P>

<P><FONT FACE="Times New Roman">1934; and, where interim financial information required to be presented by Article 3 or
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial information.</FONT></P>

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<P><FONT FACE="Times New Roman">(6)  Insofar as indemnification for liabilities arising under the Act may be permitted to directors,
officers and controlling persons or the registrant pursuant to the provisions described in Item 6,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceedings) is
asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will</FONT></P>

<P><FONT FACE="Times New Roman">be governed by the final adjudication of such issue.</FONT></P>

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<P ALIGN="CENTER"><FONT FACE="Times New Roman">SIGNATURES</FONT></P>

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<P><FONT FACE="Times New Roman">Pursuant to the requirements of the Securities Act of 1933, the registrant</FONT></P>

<P><FONT FACE="Times New Roman">certifies that it has reasonable grounds to believe that it meets all of the</FONT></P>

<P><FONT FACE="Times New Roman">requirements for filing on Form S-8 and has duly caused this registration</FONT></P>

<P><FONT FACE="Times New Roman">statement to be signed on its behalf by the undersigned, thereunto duly </FONT></P>

<P><FONT FACE="Times New Roman">authorized, in Greenwich, CT on September 20, 2002.</FONT></P>

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<P><FONT FACE="Times New Roman">                        			                       ABSS, CORP.</FONT></P>

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<P><FONT FACE="Times New Roman">                                              				By: <U>\s\ Benny Blom</U></FONT></P>

<P><FONT FACE="Times New Roman">                                                   			Benny Blom</FONT></P>

<P><FONT FACE="Times New Roman">                                                   			President</FONT></P>

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<P><FONT FACE="Times New Roman">Pursuant to the requirements of the Securities Act of 1933, this registration</FONT></P>

<P><FONT FACE="Times New Roman">statement or amendment thereto has been signed by the following persons in the</FONT></P>

<P><FONT FACE="Times New Roman">capacities and on the dates indicated.</FONT></P>

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<P><FONT FACE="Times New Roman"><U>Signature </U>    		                <U>Title</U>                     		      <U>Date</U></FONT></P>

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<P><FONT FACE="Times New Roman">			       Chairman, President, </FONT></P>

<P><FONT FACE="Times New Roman">			       CEO and Director        	          September 20, 2002</FONT></P>

<P><FONT FACE="Times New Roman"><U>\s\ Benny Blom</U>	      (Principal executive officer)</FONT></P>

<P><FONT FACE="Times New Roman">Benny Blom              </FONT></P>

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<P ALIGN="CENTER"><FONT FACE="Times New Roman"><U>EXHIBIT</U> <U>INDEX</U></FONT></P>

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<P><FONT FACE="Times New Roman">Exhibit Number	Exhibit</FONT></P>

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<P><FONT FACE="Times New Roman">	4 		Consulting Agreement dated as of July 11, 2002 between ABSS, Corp.and
Phillip Lawrence Smith.</FONT></P>

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<P><FONT FACE="Times New Roman">	5		Opinion and Consent of Jerold K. Levien, Esq.</FONT></P>

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<P><FONT FACE="Times New Roman">	23.1		Consent of Sellers &amp; Associates, P.C., as Independent Auditor</FONT></P>

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<P><FONT FACE="Times New Roman">	23.2		Consent of Jerold K. Levien, Esq. is included in the Opinion referenced in
Exhibit 5 above.</FONT></P>

<P><FONT FACE="Times New Roman"><U>CONSULTANT AGREEMENT</U></FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This Consultant agreement, dated as of July 11, 2002, is entered into between ABSS, Corp., a Delaware
corporation (the "Company") and Phillip Lawrence Smith, an individual resident in Argentina (the
"Consultant").    The parties hereto agree as follows:</FONT></P>

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<P><FONT FACE="Times New Roman">1.  Consulting.</FONT></P>

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<P><FONT FACE="Times New Roman"> 	(a) Agreement to Consult.  Upon the terms and subject to the conditions of this Agreement, the
Company shall hereby hire the Consultant and the Consultant</FONT></P>

<P><FONT FACE="Times New Roman">hereby agrees to be hired by the Company on the following terms and conditions: </FONT></P>

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<P><FONT FACE="Times New Roman">     (b) Term of Consulting.  The Company has hired the Consultant to begin non-exclusive Consulting with
the Company pursuant to the terms hereof for the period commencing August 1, 2002 (the "Start date"),
which shall be the earliest date reasonably possible for Consultant,</FONT></P>

<P><FONT FACE="Times New Roman">and ending on February 28, 2003, provided that the Consultant's consulting with the Company shall be
deemed to be automatically renewed upon the same terms and</FONT></P>

<P><FONT FACE="Times New Roman">conditions for an additional six month period ending on August 1, 2003 unless either party hereto shall have
given the other party written notice that such party does not intend to renew the Agreement as of such date
at least thirty (30) days in advance of the date on which</FONT></P>

<P><FONT FACE="Times New Roman">this Agreement would otherwise automatically be renewed.  The period during which the Consultant is hired
pursuant to this Agreement, including any renewal thereof in</FONT></P>

<P><FONT FACE="Times New Roman">accordance with this Section (1)(b), shall be referred to as the "Consulting Period."</FONT></P>

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<P><FONT FACE="Times New Roman">2.  Consulting work.</FONT></P>

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<P><FONT FACE="Times New Roman">     During the Consulting Period, the Consultant shall act as a Business Developer and Finder for the
Company and the Consultant shall have the duties, responsibilities and obligations customarily assigned to
individuals serving in the position or positions in which the Consultant serves hereunder. The Consultant
shall report to the CEO of the Company.  Rights to all tangible, intangible and intellectual property including,
but not limited to Copyrights, Patents and Trade Marks that the Consultant produces during the Consultant
period belongs and will after any termination of the Consulting period belong to the Company, and the
Consultant and the Company hereby agree to draft a detailed agreement at a later stage in regard to that
matter.  The Consultant shall not devote his full time to the services required of him hereunder, but shall,
except for vacation time and reasonable periods of absence due to sickness, personal injury or other
disability, use his best efforts, judgment, skill and energy to perform such services in a manner consonant
with the duties of his position and to improve and advance the business and interests of the Company.  </FONT></P>

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<P><FONT FACE="Times New Roman">3.  Compensation Fee.</FONT></P>

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<P><FONT FACE="Times New Roman">     The Company shall pay the Consultant, a fee of 550,000 free trading shares (S-8 Registration Statement)
of common stock in ABSS, Corp., (OTC BB:ABSOP).  Following renewal of the Consultant  agreement the
parties hereto agree to re-negotiate the number of shares, a lump sum, or a combination of both, as the case
may be.  </FONT></P>

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<P><FONT FACE="Times New Roman">4. Non-competition and Confidentiality. </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(a)	Non-competition.  </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">If the Consultant's Consulting with the Company terminates during the Consulting Period</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">for any reason the Consultant shall not become associated with any entity, whether as a principal, partner,
employee, consultant or shareholder (other than as a holder of not in excess of 1% of the outstanding voting
shares of any publicly traded company), that is actively engaged in the any business that directly competes
with any business, that at the time of termination, The Company was actively engaged in during a period of
three years (Restriction Period).</FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(b)	Confidentiality.  </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Without the prior written consent of the Company, except for disclosures of</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Confidential Information (as defined below) in the ordinary course of business that, individually and in the
aggregate, are not materially injurious to the Company or any of its subsidiaries, and except to the extent
required by an order of a court having competent jurisdiction or under subpoena from an appropriate
government agency, the Consultant shall not disclose any trade secrets, customer lists, computer programs,
drawings, designs, marketing or sales plans, management organization information (including data and other
information relating to members of the Board or management), operating policies or manuals, business plans,
financial records or other financial, commercial, business or technical information relating to the Company
or any of its subsidiaries or information designated as confidential or proprietary that the Company or any
of its subsidiaries may receive belonging to suppliers, customers or others who do business with the
Company or any of its subsidiaries (collectively, "Confidential Information") to any third person unless such
Confidential Information has been previously disclosed to the public by the Company or is in the public
domain (other than by reason of the Consultant's breach of this</FONT></P>

<P><FONT FACE="Times New Roman">Section  4(b). If the Consultant receives an order of a court or a subpoena requiring the Consultant to disclose
any Confidential Information, as described above, the Consultant shall promptly deliver a copy of such order
or subpoena to the Company and the Company shall use its</FONT></P>

<P><FONT FACE="Times New Roman">best efforts to assist the Consultant in responding thereto.</FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(c)	Company Property.  </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"> Promptly following the Consultant's termination of Consulting, the Consultant shall return to  the
Company all property of the Company, and all copies thereof in the Consultant's   possession or under
his control, including, without limitation, all Confidential Information, in whatever media. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">(d) Non-solicitation of Employees.  During the Consulting Period and the Restriction Period, the
Consultant shall not directly or indirectly induce any employee of the Company or any of its subsidiaries
to terminate Consulting with such entity, and will not directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise, employ or offer Consulting to any person who is or was
hired by the Company or a subsidiary thereof unless such person shall have ceased to be hired by such
entity for a period of at least six months.</FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(d)	Injunctive Relief with Respect to Covenants. </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">The Consultant acknowledges and agrees that the covenants and obligations of the Consultant with
respect to non-competition, non-solicitation, confidentiality and Company property relate to special,
unique and extraordinary matters and that a violation of any of the terms of such covenants and
obligations will cause the Company and its subsidiaries irreparable injury for which adequate remedies
are not available at law. Therefore, the Consultant agrees that the Company and its subsidiaries shall be
entitled to an injunction, restraining order or such other equitable relief (without the requirement to post
bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Consultant
from committing any violation of the covenants and obligations contained in this Section 4. These
injunctive remedies are cumulative and are in addition to any other rights and remedies the Company or
its subsidiaries may have at law or in equity.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">5. Miscellaneous.  </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(a)	Binding Effect.  </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This Agreement shall be binding on the Company and any person or entity which succeeds to</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">the interest of the Company (regardless of whether such succession occurs by operation of law, by reason
of the sale of all or a portion of the Company's stock or assets or a merger,  consolidation or reorganization
involving the Company).  This Agreement shall also inure to the</FONT></P>

<P><FONT FACE="Times New Roman">benefit of the Consultant's heirs, executors, administrators and legal representatives.</FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(b)	Assignment.  </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Except as provided under Section 5 (a) above, neither this Agreement nor any of the rights</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">or obligations hereunder shall be assigned or delegated by either party hereto without the prior written
consent of the other party.</FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(c)	Entire Agreement.  </FONT></P>

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<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This Agreement supersedes any and all prior agreements between the parties hereto, and</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">constitutes the entire agreement between the parties hereto with respect to the matters referred to herein, and
no other agreement, oral or otherwise, shall be binding between the parties unless it is in writing and signed
by the party against whom enforcement is sought.  There are no promises, representations, inducements or
statements between the parties other than those that are</FONT></P>

<P><FONT FACE="Times New Roman">expressly contained herein. The Consultant acknowledges that he is entering into this Agreement of his own
free will and accord, and with no duress, that he has read this Agreement and that he understands it and its
legal consequences.  No parole or other evidence may be admitted to alter, modify or construe this
Agreement, which may be changed only by a writing signed by the parties hereto.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(d)	Severability; Reformation.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">     In the event that one or more of the provisions of this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby. In the event any provision or Section</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">of this agreement is not enforceable in accordance with its terms, the Consultant and the Company agree that
such Section, or such portion of such Section, shall be reformed to make it enforceable in a manner which
provides the Company the maximum rights permitted under</FONT></P>

<P><FONT FACE="Times New Roman">applicable law.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(e)	Waiver.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Waiver by either party hereto of any breach or default by the other party of any of the terms</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different
from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any
course of dealing between the parties hereto or from any</FONT></P>

<P><FONT FACE="Times New Roman">failure by either party hereto to assert their rights hereunder on any occasion or series of occasions. </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(f)	Notices.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Any notice required or desired to be delivered under this Agreement shall be in writing and</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy
and shall be effective upon dispatch to the party to whom such notice shall be directed, and shall be
addressed as follows (or to such other address as the party entitled</FONT></P>

<P><FONT FACE="Times New Roman">to notice shall hereafter designate in accordance with the terms hereof):</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">If to the Company:</FONT></P>

<P><FONT FACE="Times New Roman">                      </FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">ABSS, Corp., Inc.</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">                      	315 Greenwich Avenue </FONT></P>

<P><FONT FACE="Times New Roman">                      	Greenwich, Ct 06830</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">If to the Consultant:</FONT></P>

<P><FONT FACE="Times New Roman">		                      </FONT></P>

<P><FONT FACE="Times New Roman">		Phillip L. Smith</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Formosa</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">		Mar del Plata	</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Argentina 	</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(g)	Amendments.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This Agreement may not be altered, modified or amended except by a written instrument signed by each
of the parties hereto.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(h)	Headings.  </FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Headings to sections in this Agreement are for the convenience of the parties only and are not intended
to be part of or to affect the meaning or interpretation hereof.</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"> </FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(i)	Counterparts.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This Agreement may be executed in counterparts, each of which shall be deemed an original but both of
which together shall constitute one and the same instrument.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(j)	Withholding.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Any payments provided for herein shall be reduced by any amounts required to be withheld</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">by the Company from time to time under applicable Federal, state or local income or Consulting tax laws or
similar statutes or other provisions of law then in effect.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">(k)	Governing Law.  </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">This Agreement shall be governed by the laws of the State of Connecticut, without</FONT></P>

<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">reference to principles of conflicts or choice of law under which the law of any other jurisdiction would
apply.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">IN WITNESS WHEREOF, the Company has caused this Agreement</FONT></P>

<P><FONT FACE="Times New Roman">to be executed by its duly authorized officer and the Consultant has hereunto set her hand as of the day and
year first above written.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">                   </FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ABSS, Corp, Inc.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT></P>

<P><FONT FACE="Times New Roman">By: /------------------------------/					Date: ----------------------------- </FONT></P>

<P><FONT FACE="Times New Roman">      Benny Blom</FONT></P>

<P><FONT FACE="Times New Roman">      Chairman, President</FONT></P>

<P><FONT FACE="Times New Roman">      and CEO</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">Phillip L. Smith</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">                     </FONT></P>

<P><FONT FACE="Times New Roman">/------------------------------/					Date: -----------------------------</FONT></P>

<P><FONT FACE="Times New Roman">                       </FONT><FONT FACE="Times New Roman" SIZE="-1">      </FONT><FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"></FONT><FONT FACE="EngraversGothic BT Regular" SIZE="-2">LAW OFFICES</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="EngraversGothic BT Regular" SIZE="-2">OF<STRONG></STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="EngraversGothic BT Regular" SIZE="-2"><STRONG></STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="ShelleyVolante BT" SIZE="+2"><STRONG>Jerold K. Levien</STRONG></FONT><FONT FACE="EngraversGothic BT Regular" SIZE="-2"><STRONG></STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="EngraversGothic BT Regular" SIZE="-2"><STRONG></STRONG></FONT><FONT FACE="EngraversGothic BT Regular" SIZE="-2">30 JEAN DRIVE</FONT></P>

<P ALIGN="CENTER"><FONT FACE="EngraversGothic BT Regular" SIZE="-2">ENGLEWOOD CLIFFS, NEW JERSEY  07632</FONT></P>

<P ALIGN="CENTER"><FONT FACE="EngraversGothic BT Regular" SIZE="-2">JKIDODEALS@aol.com</FONT></P>

<TABLE BORDER="1" WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT FACE="EngraversGothic BT Regular" SIZE="-2"></FONT><FONT FACE="EngraversGothic BT Regular" SIZE="-2">NEW YORK OFFICE</FONT>

<P><FONT FACE="EngraversGothic BT Regular" SIZE="-2">425 MADISON AVENUE  -  SUITE 700</FONT></P>

<P><FONT FACE="EngraversGothic BT Regular" SIZE="-2">NEW YORK, NY  10017-1110</FONT></P>

<P><FONT FACE="EngraversGothic BT Regular" SIZE="-2">TELEPHONE:   (212) 308-2555</FONT></P>

<P><FONT FACE="EngraversGothic BT Regular" SIZE="-2">   FACSIMILE:   (212) 308-7677</FONT></TD>
<TD><FONT FACE="EngraversGothic BT Regular" SIZE="-2"></TD>
<TD ALIGN="CENTER"></FONT><FONT FACE="EngraversGothic BT Regular" SIZE="-2">NEW JERSEY OFFICE</FONT></P>

<P><FONT FACE="EngraversGothic BT Regular" SIZE="-2"> TELEPHONE:   (201) 541-1943</FONT></P>

<P><FONT FACE="EngraversGothic BT Regular" SIZE="-2">    FACSIMILE:   (201) 541-1320</FONT></TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="EngraversGothic BT Regular"></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman">									September 20, 2002</FONT></P>

<P><FONT FACE="Times New Roman">Mr. Benny Blom, </FONT></P>

<P><FONT FACE="Times New Roman">Chairman and President</FONT></P>

<P><FONT FACE="Times New Roman">ABSS, Corp.</FONT></P>

<P><FONT FACE="Times New Roman">315 Greenwich Avenue</FONT></P>

<P><FONT FACE="Times New Roman">Greenwich, CT 06830</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Gentlemen:</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">I have acted as special counsel to ABSS, Corp. (f/k/a Unico, Inc.), a Delaware corporation (the
"Corporation"), in connection with the issuance of 550,000 shares of its Common Stock, par value
$.01 (the "Common Stock"), pursuant to that certain Consulting Agreement dated as of July 11, 2002
between the Corporation and Phillip Lawrence Smith.  I have been advised by you that such shares
of Common Stock will be registered pursuant to a Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission (the "Registration Statement").</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Please be advised that, based upon the Resolutions of the Board of Directors of the Corporation
adopted in a Written Consent to Action by the sole Director of the Corporation on July 11, 2002,
I am of the opinion that the shares of the Corporation's Common Stock to be registered pursuant to
the Registration Statement and issued pursuant to the foregoing Resolutions, have been duly
authorized by the Corporation and that such Common Stock, when issued and delivered to the
aforesaid consultant, will be validly issued by the Corporation, fully paid and non-assessable.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">I hereby consent to the use of my name in the Registration Statement in the section entitled "Interest
of Named Experts and Counsel" and the filing of this opinion as an Exhibit to the Registration
Statement.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Yours very truly,</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">/s/ Jerold K. Levien</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Jerold K. Levien<STRONG></STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman" SIZE="+2"><STRONG>SELLERS &amp; ASSOCIATES. P.C.</STRONG></FONT><FONT FACE="Times New Roman"></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG>5230 S 500 W						2050 W. WARM SPRINGS ROAD, #1522</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG>Ogden, Utah 84405							   Henderson, Nevada 89014</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG>Phone: 801-476-0270          				Phone   702-547-6661   Fax   702-547-6691</STRONG></FONT></P>

<P><FONT FACE="Times New Roman"><STRONG>Cell 801-721-0984								     Cell 702-245-9382</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>E-mail:   Sellers <U>Assoc@aol.com</U></STRONG></FONT><FONT FACE="Times New Roman"></FONT><FONT FACE="Times New Roman"></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT FACE="Times New Roman"><STRONG>CONSENT OF INDEPENDENT AUDITOR</STRONG></FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">ABSS, Corp. and Subsidiaries</FONT></P>

<P><FONT FACE="Times New Roman">Greenwich, CT</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">We have issued our report dated April 30, 2002, relating to the financial statements of ABSS, Corp.
(f/k/a Unico, Inc.) and Subsidiaries for the years ended December 31, 2001 and 2000 appearing in
the Company's Annual Report on Form 10-KSB.  Such report has been incorporated by reference
in the Registration Statement of Form S-8 and we consent to the use of our name as it appears under
the caption "Experts."</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Sellers &amp; Associates, P.C.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">/s/ Sellers &amp; Associates, P.C.</FONT></P>

<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Ogden, Utah</FONT></P>

<P><FONT FACE="Times New Roman">September 19, 2002</FONT></P>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "s892002.htm", "secsgml_size_bytes": 41942}]
{"company-data": {"conformed-name": "ABSS CORP", "cik": "0000797564", "assigned-sic": "7331", "irs-number": "731215433", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99961", "film-number": "02769157"}, "business-address": {"street1": "24 LAKESIDE AVENUE", "city": "POMPTON LAKES", "state": "NJ", "zip": "07442", "phone": "9738397200"}, "mail-address": {"street1": "24 LAKESIDE AVENUE", "city": "POMPTON LAKES", "state": "NJ", "zip": "07442"}, "former-company": [{"former-conformed-name": "CMS ADVERTISING INC", "date-changed": "19891107"}, {"former-conformed-name": "UNICO INC", "date-changed": "19950726"}]}
As filed with the Securities and Exchange Commission on September 20, 2002
Commission File No. 0-15303
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ABSS, CORP. (f/k/a Unico, Inc.)
(Exact name of registrant as specified in its charter)
Delaware
73-1215433
(State or other jurisdiction                                                    (IRS Employer
of incorporation or organization)                                             Number)
315 Greenwich Avenue
Greenwich, CT 06830
(Address of principal executive offices) (zip code)
PAYMENT TO BUSINESS DEVELOPMENT CONSULTANT
(Full titles of plans)
Benny Blom, President
ABSS, CORP.
315 Greenwich Avenue
Greenwich, CT 06830
(203) 422-0448
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount being
Registered
Proposed
Maximum
Offering Price Per
Share
Proposed
Maximum
Aggregate
Offering price
Amount of
Registration Fee
Common Stock
550,000
$.30
$165,000
$15.18
(a) The Registration Fee with respect to the shares registered hereby has been calculated pursuant
to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended (the "
Act
"), based upon
the last price per share of the Registrant's Common Stock on September 19, 2002, the last date
on which the securities of the Registrant were traded prior to the filing of this Registration
Statement, as reported by the OTC Electronic Bulletin Board.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the Registration Statement:
(a)  The Registrant's Annual Report on Form 10-KSB for its fiscal year ended
December 31, 2001.
(b)  The Registrant's Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2002
and June 30, 2002.
Item 4.   Description of Securities.
Not applicable.
Item 5.   Interests of Named Experts and Counsel.
Sellers and Associates, P.C. has issued its report dated April 30, 2002 relating to the financial
statements of the Registrant incorporated herein.
Certain legal matters with respect to the legality of the issuance of the Common Stock offered
hereby will be passed upon for the Registrant by Jerold K. Levien, Esq.
Item 6.   Indemnification of Directors and Officers.
Reference is hereby made to the provisions of the Delaware General Corporation Law which
provides for indemnification of directors and officers under certain circumstances.
The Registrant's Certificate of Incorporation and By-laws provide that the Company shall, to the
fullest extent permitted by the laws of the State of Delaware, indemnify any director, officer,
employee and agent of the corporation against expenses incurred by such person by reason of the
fact that he serves or has served the corporation in such capacity.
Indemnification under the Company's Articles of Incorporation and By-laws is nonexclusive of
any other right such persons may have under statute, agreement, by law or action of the Board of
Directors or shareholders of the corporation.
Item 7.   Exemption from Registration Claimed.
Not applicable.
Item 8.   Exhibits.
The exhibits to the Registration Statement are listed in the Exhibit Index
elsewhere herein.
Item 9.   Undertakings.
The undersigned Registrant hereby undertakes:
(1)  to file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(a)   to include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(b)  to reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(c) to include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs 1(a) and 1(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required to be included
in a post-effective amendment by this paragraph is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2)  That, for the purpose of determining any liability under the Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3)  To remove registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4)  The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5)  The undersigned registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by Article 3 or
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial information.
(6)  Insofar as indemnification for liabilities arising under the Act may be permitted to directors,
officers and controlling persons or the registrant pursuant to the provisions described in Item 6,
or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceedings) is
asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Greenwich, CT on September 20, 2002.
ABSS, CORP.
By:
\s\ Benny Blom
Benny Blom
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
Chairman, President,
CEO and Director        	          September 20, 2002
\s\ Benny Blom
(Principal executive officer)
Benny Blom
EXHIBIT
INDEX
Exhibit Number	Exhibit
4 		Consulting Agreement dated as of July 11, 2002 between ABSS, Corp.and
Phillip Lawrence Smith.
5		Opinion and Consent of Jerold K. Levien, Esq.
23.1		Consent of Sellers & Associates, P.C., as Independent Auditor
23.2		Consent of Jerold K. Levien, Esq. is included in the Opinion referenced in
Exhibit 5 above.
CONSULTANT AGREEMENT
This Consultant agreement, dated as of July 11, 2002, is entered into between ABSS, Corp., a Delaware
corporation (the "Company") and Phillip Lawrence Smith, an individual resident in Argentina (the
"Consultant").    The parties hereto agree as follows:
1.  Consulting.
(a) Agreement to Consult.  Upon the terms and subject to the conditions of this Agreement, the
Company shall hereby hire the Consultant and the Consultant
hereby agrees to be hired by the Company on the following terms and conditions:
(b) Term of Consulting.  The Company has hired the Consultant to begin non-exclusive Consulting with
the Company pursuant to the terms hereof for the period commencing August 1, 2002 (the "Start date"),
which shall be the earliest date reasonably possible for Consultant,
and ending on February 28, 2003, provided that the Consultant's consulting with the Company shall be
deemed to be automatically renewed upon the same terms and
conditions for an additional six month period ending on August 1, 2003 unless either party hereto shall have
given the other party written notice that such party does not intend to renew the Agreement as of such date
at least thirty (30) days in advance of the date on which
this Agreement would otherwise automatically be renewed.  The period during which the Consultant is hired
pursuant to this Agreement, including any renewal thereof in
accordance with this Section (1)(b), shall be referred to as the "Consulting Period."
2.  Consulting work.
During the Consulting Period, the Consultant shall act as a Business Developer and Finder for the
Company and the Consultant shall have the duties, responsibilities and obligations customarily assigned to
individuals serving in the position or positions in which the Consultant serves hereunder. The Consultant
shall report to the CEO of the Company.  Rights to all tangible, intangible and intellectual property including,
but not limited to Copyrights, Patents and Trade Marks that the Consultant produces during the Consultant
period belongs and will after any termination of the Consulting period belong to the Company, and the
Consultant and the Company hereby agree to draft a detailed agreement at a later stage in regard to that
matter.  The Consultant shall not devote his full time to the services required of him hereunder, but shall,
except for vacation time and reasonable periods of absence due to sickness, personal injury or other
disability, use his best efforts, judgment, skill and energy to perform such services in a manner consonant
with the duties of his position and to improve and advance the business and interests of the Company.
3.  Compensation Fee.
The Company shall pay the Consultant, a fee of 550,000 free trading shares (S-8 Registration Statement)
of common stock in ABSS, Corp., (OTC BB:ABSOP).  Following renewal of the Consultant  agreement the
parties hereto agree to re-negotiate the number of shares, a lump sum, or a combination of both, as the case
may be.
4. Non-competition and Confidentiality.
(a)	Non-competition.
If the Consultant's Consulting with the Company terminates during the Consulting Period
for any reason the Consultant shall not become associated with any entity, whether as a principal, partner,
employee, consultant or shareholder (other than as a holder of not in excess of 1% of the outstanding voting
shares of any publicly traded company), that is actively engaged in the any business that directly competes
with any business, that at the time of termination, The Company was actively engaged in during a period of
three years (Restriction Period).
(b)	Confidentiality.
Without the prior written consent of the Company, except for disclosures of
Confidential Information (as defined below) in the ordinary course of business that, individually and in the
aggregate, are not materially injurious to the Company or any of its subsidiaries, and except to the extent
required by an order of a court having competent jurisdiction or under subpoena from an appropriate
government agency, the Consultant shall not disclose any trade secrets, customer lists, computer programs,
drawings, designs, marketing or sales plans, management organization information (including data and other
information relating to members of the Board or management), operating policies or manuals, business plans,
financial records or other financial, commercial, business or technical information relating to the Company
or any of its subsidiaries or information designated as confidential or proprietary that the Company or any
of its subsidiaries may receive belonging to suppliers, customers or others who do business with the
Company or any of its subsidiaries (collectively, "Confidential Information") to any third person unless such
Confidential Information has been previously disclosed to the public by the Company or is in the public
domain (other than by reason of the Consultant's breach of this
Section  4(b). If the Consultant receives an order of a court or a subpoena requiring the Consultant to disclose
any Confidential Information, as described above, the Consultant shall promptly deliver a copy of such order
or subpoena to the Company and the Company shall use its
best efforts to assist the Consultant in responding thereto.
(c)	Company Property.
Promptly following the Consultant's termination of Consulting, the Consultant shall return to  the
Company all property of the Company, and all copies thereof in the Consultant's   possession or under
his control, including, without limitation, all Confidential Information, in whatever media.
(d) Non-solicitation of Employees.  During the Consulting Period and the Restriction Period, the
Consultant shall not directly or indirectly induce any employee of the Company or any of its subsidiaries
to terminate Consulting with such entity, and will not directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise, employ or offer Consulting to any person who is or was
hired by the Company or a subsidiary thereof unless such person shall have ceased to be hired by such
entity for a period of at least six months.
(d)	Injunctive Relief with Respect to Covenants.
The Consultant acknowledges and agrees that the covenants and obligations of the Consultant with
respect to non-competition, non-solicitation, confidentiality and Company property relate to special,
unique and extraordinary matters and that a violation of any of the terms of such covenants and
obligations will cause the Company and its subsidiaries irreparable injury for which adequate remedies
are not available at law. Therefore, the Consultant agrees that the Company and its subsidiaries shall be
entitled to an injunction, restraining order or such other equitable relief (without the requirement to post
bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the Consultant
from committing any violation of the covenants and obligations contained in this Section 4. These
injunctive remedies are cumulative and are in addition to any other rights and remedies the Company or
its subsidiaries may have at law or in equity.
5. Miscellaneous.
(a)	Binding Effect.
This Agreement shall be binding on the Company and any person or entity which succeeds to
the interest of the Company (regardless of whether such succession occurs by operation of law, by reason
of the sale of all or a portion of the Company's stock or assets or a merger,  consolidation or reorganization
involving the Company).  This Agreement shall also inure to the
benefit of the Consultant's heirs, executors, administrators and legal representatives.
(b)	Assignment.
Except as provided under Section 5 (a) above, neither this Agreement nor any of the rights
or obligations hereunder shall be assigned or delegated by either party hereto without the prior written
consent of the other party.
(c)	Entire Agreement.
This Agreement supersedes any and all prior agreements between the parties hereto, and
constitutes the entire agreement between the parties hereto with respect to the matters referred to herein, and
no other agreement, oral or otherwise, shall be binding between the parties unless it is in writing and signed
by the party against whom enforcement is sought.  There are no promises, representations, inducements or
statements between the parties other than those that are
expressly contained herein. The Consultant acknowledges that he is entering into this Agreement of his own
free will and accord, and with no duress, that he has read this Agreement and that he understands it and its
legal consequences.  No parole or other evidence may be admitted to alter, modify or construe this
Agreement, which may be changed only by a writing signed by the parties hereto.
(d)	Severability; Reformation.
In the event that one or more of the provisions of this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained
herein shall not be affected thereby. In the event any provision or Section
of this agreement is not enforceable in accordance with its terms, the Consultant and the Company agree that
such Section, or such portion of such Section, shall be reformed to make it enforceable in a manner which
provides the Company the maximum rights permitted under
applicable law.
(e)	Waiver.
Waiver by either party hereto of any breach or default by the other party of any of the terms
of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different
from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any
course of dealing between the parties hereto or from any
failure by either party hereto to assert their rights hereunder on any occasion or series of occasions.
(f)	Notices.
Any notice required or desired to be delivered under this Agreement shall be in writing and
shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy
and shall be effective upon dispatch to the party to whom such notice shall be directed, and shall be
addressed as follows (or to such other address as the party entitled
to notice shall hereafter designate in accordance with the terms hereof):
If to the Company:
ABSS, Corp., Inc.
315 Greenwich Avenue
Greenwich, Ct 06830
If to the Consultant:
Phillip L. Smith
Formosa
Mar del Plata
Argentina
(g)	Amendments.
This Agreement may not be altered, modified or amended except by a written instrument signed by each
of the parties hereto.
(h)	Headings.
Headings to sections in this Agreement are for the convenience of the parties only and are not intended
to be part of or to affect the meaning or interpretation hereof.
(i)	Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but both of
which together shall constitute one and the same instrument.
(j)	Withholding.
Any payments provided for herein shall be reduced by any amounts required to be withheld
by the Company from time to time under applicable Federal, state or local income or Consulting tax laws or
similar statutes or other provisions of law then in effect.
(k)	Governing Law.
This Agreement shall be governed by the laws of the State of Connecticut, without
reference to principles of conflicts or choice of law under which the law of any other jurisdiction would
apply.
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer and the Consultant has hereunto set her hand as of the day and
year first above written.
ABSS, Corp, Inc.
By: /------------------------------/					Date: -----------------------------
Benny Blom
Chairman, President
and CEO
Phillip L. Smith
/------------------------------/					Date: -----------------------------
LAW OFFICES
OF
Jerold K. Levien
30 JEAN DRIVE
ENGLEWOOD CLIFFS, NEW JERSEY  07632
JKIDODEALS@aol.com
NEW YORK OFFICE
425 MADISON AVENUE  -  SUITE 700
NEW YORK, NY  10017-1110
TELEPHONE:   (212) 308-2555
FACSIMILE:   (212) 308-7677
NEW JERSEY OFFICE
TELEPHONE:   (201) 541-1943
FACSIMILE:   (201) 541-1320
September 20, 2002
Mr. Benny Blom,
Chairman and President
ABSS, Corp.
315 Greenwich Avenue
Greenwich, CT 06830
Gentlemen:
I have acted as special counsel to ABSS, Corp. (f/k/a Unico, Inc.), a Delaware corporation (the
"Corporation"), in connection with the issuance of 550,000 shares of its Common Stock, par value
$.01 (the "Common Stock"), pursuant to that certain Consulting Agreement dated as of July 11, 2002
between the Corporation and Phillip Lawrence Smith.  I have been advised by you that such shares
of Common Stock will be registered pursuant to a Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission (the "Registration Statement").
Please be advised that, based upon the Resolutions of the Board of Directors of the Corporation
adopted in a Written Consent to Action by the sole Director of the Corporation on July 11, 2002,
I am of the opinion that the shares of the Corporation's Common Stock to be registered pursuant to
the Registration Statement and issued pursuant to the foregoing Resolutions, have been duly
authorized by the Corporation and that such Common Stock, when issued and delivered to the
aforesaid consultant, will be validly issued by the Corporation, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement in the section entitled "Interest
of Named Experts and Counsel" and the filing of this opinion as an Exhibit to the Registration
Statement.
Yours very truly,
/s/ Jerold K. Levien
Jerold K. Levien
SELLERS & ASSOCIATES. P.C.
5230 S 500 W						2050 W. WARM SPRINGS ROAD, #1522
Ogden, Utah 84405							   Henderson, Nevada 89014
Phone: 801-476-0270          				Phone   702-547-6661   Fax   702-547-6691
Cell 801-721-0984								     Cell 702-245-9382
E-mail:   Sellers
Assoc@aol.com
CONSENT OF INDEPENDENT AUDITOR
ABSS, Corp. and Subsidiaries
Greenwich, CT
We have issued our report dated April 30, 2002, relating to the financial statements of ABSS, Corp.
(f/k/a Unico, Inc.) and Subsidiaries for the years ended December 31, 2001 and 2000 appearing in
the Company's Annual Report on Form 10-KSB.  Such report has been incorporated by reference
in the Registration Statement of Form S-8 and we consent to the use of our name as it appears under
the caption "Experts."
Sellers & Associates, P.C.
/s/ Sellers & Associates, P.C.
Ogden, Utah
September 19, 2002