Exhibit 4.4

                UNIVERSAL BROADBAND COMMUNICATIONS, INC.
   NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
                             YEAR 2002 NO. 2


     1.   INTRODUCTION.  This Plan shall be known as the "Universal
Broadband Communications, Inc. Non-Employee Directors and Consultants
Retainer Stock Plan for the Year 2002 No. 2" is hereinafter referred to
as the "Plan."  The purposes of this Plan are to enable Universal
Broadband Communications, Inc., a Nevada corporation (the "Company"), to
promote the interests of the Company and its stockholders by attracting
and retaining non-employee Directors and Consultants capable of
furthering the future success of the Company and by aligning their
economic interests more closely with those of the Company's stockholders,
by paying their retainer or fees in the form of shares of the Company's
common stock, par value $0.001 per share (the "Common Stock").

     2.   DEFINITIONS.  The following terms shall have the meanings set
forth below:

     "Board" means the Board of Directors of the Company.

     "Change of Control" has the meaning set forth in Paragraph 12(d)
hereof.

     "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of the Code
or rule or regulation thereunder shall be deemed to include any amended
or successor provision, rule or regulation.

     "Committee" means the committee that administers this Plan, as more
fully defined in Paragraph 13 hereof.

     "Common Stock" has the meaning set forth in Paragraph 1 hereof.

     "Company" has the meaning set forth in Paragraph 1 hereof.

     "Deferral Election" has the meaning set forth in Paragraph 6 hereof.

     "Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's interest in
the shares credited to such Deferred Stock Account pursuant to Paragraph
7 hereof.

     "Delivery Date" has the meaning set forth in Paragraph 6 hereof.

     "Director" means an individual who is a member of the Board of
Directors of the Company.

     "Dividend Equivalent" for a given dividend or other distribution
means a number of shares of the Common Stock having a Fair Market Value,
as of the record date for such dividend or distribution, equal to the
amount of cash, plus the Fair Market Value on the date of distribution of
any property, that is distributed with respect to one share of the Common
Stock pursuant to such dividend or distribution; such Fair Market Value
to be determined by the Committee in good faith.

     "Effective Date" has the meaning set forth in Paragraph 3 hereof.

     "Exchange Act" has the meaning set forth in Paragraph 13(b) hereof.

     "Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the New York Stock Exchange
Composite Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on The Nasdaq
Stock Market, or, if not so listed on any other national securities
exchange or The Nasdaq Stock Market, then the average of the bid price of
the Common Stock during the last five trading days on the OTC Bulletin
Board immediately preceding the last trading day prior

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to the date with respect to which the Fair Market Value is to be
determined.  If the Common Stock is not then publicly traded, then the
Fair Market Value of the Common Stock shall be the book value of the
Company per share as determined on the last day of March, June,
September, or December in any year closest to the date when the
determination is to be made.  For the purpose of determining book value
hereunder, book value shall be determined by adding as of the applicable
date called for herein the capital, surplus, and undivided profits of the
Company, and after having deducted any reserves theretofore established;
the sum of these items shall be divided by the number of shares of the
Common Stock outstanding as of said date, and the quotient thus obtained
shall represent the book value of each share of the Common Stock of the
Company.

     "Participant" has the meaning set forth in Paragraph 4 hereof.

     "Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Paragraph 5 hereof (without regard to the effect
of any Deferral Election).

     "Stock Retainer" has the meaning set forth in Paragraph 5 hereof.

     "Third Anniversary" has the meaning set forth in Paragraph 6 hereof.

     3.   EFFECTIVE DATE OF THE PLAN.  This Plan was adopted by the Board
effective November 20, 2002 (the "Effective Date").

     4.   ELIGIBILITY.  Each individual who is a Director or Consultant
on the Effective Date and each individual who becomes a Director or
Consultant thereafter during the term of this Plan, shall be a
participant (the "Participant") in this Plan, in each case during such
period as such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of the Common Stock pursuant to this Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of the
Company and a Participant, if such an agreement is required by the
Company to assure compliance with all applicable laws and regulations.

     5.   GRANTS OF SHARES.  Commencing on the Effective Date, the amount
of compensation for service to directors or consultants shall be payable
in shares of the Common Stock (the "Stock Retainer") pursuant to this
Plan at the deemed issuance price of $0.001 per Share.

     6.   DEFERRAL OPTION.  From and after the Effective Date, a
Participant may make an election (a "Deferral Election") on an annual
basis to defer delivery of the Stock Retainer specifying which one of the
following ways the Stock Retainer is to be delivered (a) on the date
which is three years after the Effective Date for which it was originally
payable (the "Third Anniversary"), (b) on the date upon which the
Participant ceases to be a Director or Consultant for any reason (the
"Departure Date") or (c) in five equal annual installments commencing on
the Departure Date (the "Third Anniversary" and "Departure Date" each
being referred to herein as a "Delivery Date").  Such Deferral Election
shall remain in effect for each Subsequent Year unless changed, provided
that, any Deferral Election with respect to a particular Year may not be
changed less than six months prior to the beginning of such Year, and
provided, further, that no more than one Deferral Election or change
thereof may be made in any Year.

     Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later than
six months prior to the beginning of the Year in which it is to be
effected; provided that, with respect to the Year beginning on the
Effective Date, any Deferral Election or revocation thereof must be
delivered no later than the close of business on the 30th day after the
Effective Date.

     7.   DEFERRED STOCK ACCOUNTS.  The Company shall maintain a Deferred
Stock Account for each Participant who makes a Deferral Election to which
shall be credited, as of the applicable Payment Time, the number of
shares of the Common Stock payable pursuant to the Stock Retainer to
which the Deferral Election relates.  So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant under
Paragraph 8 hereof, each Deferred Stock Account shall be credited as of
the payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of the Common Stock
equal to

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(a) the number of shares of the Common Stock shown in such Deferred Stock
Account on the record date for such dividend or distribution multiplied
by (b) the Dividend Equivalent for such dividend or distribution.

     8.   DELIVERY OF SHARES.

          (a)  The shares of the Common Stock in a Participant's Deferred
Stock Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to such
shares credited to such Deferred Stock Account) shall be delivered in
accordance with this Paragraph 8 as soon as practicable after the
applicable Delivery Date.  Except with respect to a Deferral Election
pursuant to Paragraph 6(c) hereof, or other agreement between the
parties, such shares shall be delivered at one time; provided that, if
the number of shares so delivered includes a fractional share, such
number shall be rounded to the nearest whole number of shares. If the
Participant has in effect a Deferral Election pursuant to Paragraph 6(c)
hereof, then such shares shall be delivered in five equal annual
installments (together with dividends attributable to such shares
credited to such Deferred Stock Account), with the first such installment
being delivered on the first anniversary of the Delivery Date; provided
that, if in order to equalize such installments, fractional shares would
have to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered after
the Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the case may
be, in accordance with the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Paragraph 6(c) hereof in
effect, the Committee shall deliver all remaining undelivered shares to
the Participant's estate immediately.  References to a Participant in
this Plan shall be deemed to refer to the Participant's estate or legal
guardian, where appropriate.

     (b)  The Company may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, "Trust") to
assist it in accumulating the shares of the Common Stock needed to
fulfill its obligations under this Paragraph 8.  However, Participants
shall have no beneficial or other interest in the Trust and the assets
thereof, and their rights under this Plan shall be as general creditors
of the Company, unaffected by the existence or nonexistence of the Trust,
except that deliveries of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as satisfying the Company's
obligations under this Paragraph 8.

     9.   SHARE CERTIFICATES; VOTING AND OTHER RIGHTS.  The certificates
for shares delivered to a Participant pursuant to Paragraph 8 above shall
be issued in the name of the Participant, and from and after the date of
such issuance the Participant shall be entitled to all rights of a
stockholder with respect to the Common Stock for all such shares issued
in his name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made with
respect thereto.

     10.  GENERAL RESTRICTIONS.

          (a)  Notwithstanding any other provision of this Plan or
agreements made pursuant thereto, the Company shall not be required to
issue or deliver any certificate or certificates for shares of the Common
Stock under this Plan prior to fulfillment of all of the following
conditions:
               (i)  Listing or approval for listing upon official notice
of issuance of such shares on the New York Stock Exchange, Inc., or such
other securities exchange as may at the time be a market for the Common
Stock;

               (ii) Any registration or other qualification of such
shares under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or advisable;
and

               (iii)     Obtaining any other consent, approval, or permit
from any state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

          (b)  Nothing contained in this Plan shall prevent the Company
from adopting other or additional compensation arrangements for the
Participants.

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     11.  SHARES AVAILABLE.  Subject to Paragraph 12 below, the maximum
number of shares of the Common Stock which may in the aggregate be paid
as Stock Retainers pursuant to this Plan is 2,000,000.  Shares of the
Common Stock issueable under this Plan may be taken from treasury shares
of the Company or purchased on the open market.

     12.  ADJUSTMENTS; CHANGE OF CONTROL.

          (a)  In the event that there is, at any time after the Board
adopts this Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or rights
offering to purchase the Common Stock at a price below its Fair Market
Value, reclassification, or recapitalization, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off,
stock dividend, or other extraordinary distribution of stock or property
of the Company, any reorganization (whether or not such reorganization
comes within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the foregoing
a "Transaction"), in each case other than any such Transaction which
constitutes a Change of Control (as defined below), (i) the Deferred
Stock Accounts shall be credited with the amount and kind of shares or
other property which would have been received by a holder of the number
of shares of the Common Stock held in such Deferred Stock Account had
such shares of the Common Stock been outstanding as of the effectiveness
of any such Transaction, (ii) the number and kind of shares or other
property subject to this Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction, and (iii) the
Committee shall appropriately adjust any other relevant provisions of
this Plan and any such modification by the Committee shall be binding and
conclusive on all persons.

          (b)  If the shares of the Common Stock credited to the Deferred
Stock Accounts are converted pursuant to Paragraph 12(a) into another
form of property, references in this Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property, with
such other modifications as may be required for this Plan to operate in
accordance with its purposes.  Without limiting the generality of the
foregoing, references to delivery of certificates for shares of the
Common Stock shall be deemed to refer to delivery of cash and the
incidents of ownership of any other property held in the Deferred Stock
Accounts.

          (c)  In lieu of the adjustment contemplated by Paragraph 12(a),
in the event of a Change of Control, the following shall occur on the
date of the Change of Control (i) the shares of the Common Stock held in
each Participant's Deferred Stock Account shall be deemed to be issued
and outstanding as of the Change of Control; (ii) the Company shall
forthwith deliver to each Participant who has a Deferred Stock Account
all of the shares of the Common Stock or any other property held in such
Participant's Deferred Stock Account; and (iii) this Plan shall be
terminated.

          (d)  For purposes of this Plan, Change of Control shall mean
any of the following events:

               (i)  The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20 percent or more of either (1) the then
outstanding shares of the Common Stock of the Company (the "Outstanding
Company Common Stock"), or (2) the combined voting power of then
outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following acquisitions shall
not constitute a Change of Control (A) any acquisition directly from the
Company (excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself
acquired directly from the Company), (B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by
the Company or (D) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such
reorganization, merger or consolidation, the conditions described in
clauses (A), (B) and (C) of paragraph (iii) of this Paragraph 12(d) are
satisfied; or

               (ii) Individuals who, as of the date hereof, constitute
the Board of the Company (as of the date hereof, "Incumbent Board") cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the
directors then

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comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as
a result of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

               (iii) Approval by the stockholders of the Company of a
reorganization, merger, binding share exchange or consolidation, unless,
following such reorganization, merger, binding share exchange or
consolidation (1) more than 60 percent of, respectively, then outstanding
shares of common stock of the corporation resulting from such
reorganization, merger, binding share exchange or consolidation and the
combined voting power of then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization,
merger, binding share exchange or consolidation in substantially the same
proportions as their ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the
case may be, (2) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or consolidation and
any Person beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or indirectly,
20 percent or more of the Outstanding Company Common Stock or Outstanding
Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 20 percent or more of, respectively, then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger, binding share exchange or consolidation or the
combined voting power of then outstanding voting securities of such
corporation entitled to vote generally in the election of directors, and
(3) at least a majority of the members of the board of directors of the
corporation resulting from such reorganization, merger, binding share
exchange or consolidation were members of the Incumbent Board at the time
of the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

               (iv) Approval by the stockholders of the Company of (1) a
complete liquidation or dissolution of the Company, or (2) the sale or
other disposition of all or substantially all of the assets of the
Company, other than to a corporation, with respect to which following
such sale or other disposition, (A) more than 60 percent of,
respectively, then outstanding shares of common stock of such corporation
and the combined voting power of then outstanding voting securities of
such corporation entitled to vote generally in the election of directors
is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such sale or
other disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposition, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding the Company and
any employee benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately prior to such
sale or other disposition, directly or indirectly, 20 percent or more of
the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 20 percent or more of, respectively, then outstanding shares
of common stock of such corporation and the combined voting power of then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors, and (3) at least a majority of
the members of the board of directors of such corporation were members of
the Incumbent Board at the time of the execution of the initial agreement
or action of the Board providing for such sale or other disposition of
assets of the Company.

     13.  ADMINISTRATION; AMENDMENT AND TERMINATION.

          (a)  This Plan shall be administered by a committee consisting
of two members who shall be the current directors of the Company or
senior executive officers or other directors who are not Participants as
may be designated by the Chief Executive Officer (the "Committee"), which
shall have full authority to construe and interpret this Plan, to
establish, amend and rescind rules and regulations relating to this Plan,
and to take all such actions and make all such determinations in
connection with this Plan as it may deem necessary or desirable.

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          (b)  The Board may from time to time make such amendments to
this Plan, including to preserve or come within any exemption from
liability under Section 16(b) of the Exchange Act, as it may deem proper
and in the best interest of the Company without further approval of the
Company's stockholders, provided that, to the extent required under
Nevada law or to qualify transactions under this Plan for exemption under
Rule 16b-3 promulgated under the Exchange Act, no amendment to this Plan
shall be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for this Plan
to comply with Rule 16b-3 promulgated under the Exchange Act, no
amendment to this Plan shall be made more than once in any six month
period that would change the amount, price or timing of the grants of the
Common Stock hereunder other than to comport with changes in the Code,
the Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  The Board may terminate this Plan at any time by
a vote of a majority of the members thereof.

     14.  MISCELLANEOUS.

          (a)  Nothing in this Plan shall be deemed to create any
obligation on the part of the Board to nominate any Director for
reelection by the Company's stockholders or to limit the rights of the
stockholders to remove any Director.

          (b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of the Common Stock pursuant to this
Plan, that a Participant make arrangements satisfactory to the Committee
for the withholding of any taxes required by law to be withheld with
respect to the issuance or delivery of such shares, including, without
limitation, by the withholding of shares that would otherwise be so
issued or delivered, by withholding from any other payment due to the
Participant, or by a cash payment to the Company by the Participant.

     14.1 GOVERNING LAW.  The Plan and all actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of
Nevada.

     IN WITNESS WHEREOF, this Plan has been executed effective as of
November 20, 2002.

                                   UNIVERSAL BROADBAND
                                   COMMUNICATIONS, INC.



                                   By  /s/ Mark Ellis
                                      -----------------------------------
                                      Mark Ellis, President









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