Exhibit 4.3

                UNIVERSAL BROADBAND COMMUNICATIONS, INC.
          EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2002 NO. 2

     1.   General Provisions.
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     1.1  PURPOSE.  This Stock Incentive Plan (the "Plan") is intended to
allow designated officers, employees  and certain non-employees (all of
whom are sometimes collectively referred to herein as the "Employees," or
individually as the "Employee") of Universal Broadband Communications,
Inc., a Nevada corporation ("UBC") and its Subsidiaries (as that term is
defined below) which they may have from time to time (UBC and such
Subsidiaries are referred to herein as the "Company") to receive certain
options (the "Stock Options") to purchase UBC common stock, par value
$0.001 per share (the "Common Stock"), and to receive grants of the
Common Stock subject to certain restrictions (the "Awards").  As used in
this Plan, the term "Subsidiary" shall mean each corporation which is a
"subsidiary corporation" of UBC within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose
of this Plan is to provide the Employees with equity-based compensation
incentives who make significant and extraordinary contributions to the
long-term growth and performance of the Company, and to attract and
retain the Employees.

     1.2  Administration.
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     1.2.1 The Plan shall be administered by the Compensation Committee
(the "Committee") of, or appointed by, the Board of Directors of UBC (the
"Board").  The Committee shall select one of its members as Chairman and
shall act by vote of a majority of a quorum, or by unanimous written
consent.  A majority of its members shall constitute a quorum.  The
Committee shall be governed by the provisions of UBC's Bylaws and of
Nevada law applicable to the Board, except as otherwise provided herein
or determined by the Board.

     1.2.2 The Committee shall have full and complete authority, in its
discretion, but subject to the express provisions of this Plan (a) to
approve the Employees nominated by the management of the Company to be
granted Awards or Stock Options; (b) to determine the number of Awards or
Stock Options to be granted to an Employee; (c) to determine the time or
times at which Awards or Stock Options shall be granted; to establish the
terms and conditions upon which Awards or Stock Options may be exercised;
(d) to remove or adjust any restrictions and conditions upon Awards or
Stock Options; (e) to specify, at the time of grant, provisions relating
to exercisability of Stock Options and to accelerate or otherwise modify
the exercisability of any Stock Options; and (f) to adopt such rules and
regulations and to make all other determinations deemed necessary or
desirable for the administration of this Plan.  All interpretations and
constructions of this Plan by the Committee, and all of its actions
hereunder, shall be binding and conclusive on all persons for all
purposes.

     1.2.3 The Company hereby agrees to indemnify and hold harmless each
Committee member and each Employee, and the estate and heirs of such
Committee member or Employee, against all claims, liabilities, expenses,
penalties, damages or other pecuniary losses, including legal fees, which
such Committee member or Employee, his estate or heirs may suffer as a
result of his responsibilities, obligations or duties in connection with
this Plan, to the extent that insurance, if any, does not cover the
payment of such items.  No member of the Committee or the Board shall be
liable for any action or determination made in good faith with respect to
this Plan or any Award or Stock Option granted pursuant to this Plan.

     1.3  ELIGIBILITY AND PARTICIPATION.  The Employees eligible under
this Plan shall be approved by the Committee from those Employees who, in
the opinion of the management of the Company, are in positions which
enable them to make significant contributions to the long-term
performance and growth of the Company.  In selecting the Employees to
whom Award or Stock Options may be granted, consideration shall be given
to factors such as employment position, duties and responsibilities,
ability, productivity, length of service, morale, interest in the Company
and recommendations of supervisors.

     1.4  SHARES SUBJECT TO THIS PLAN.  The maximum number of shares of
the Common Stock that may be issued pursuant to this Plan shall be
1,000,000 subject to adjustment pursuant to the provisions of Paragraph
4.1.  If shares of the Common Stock awarded or issued under this Plan are
reacquired by the Company due to a forfeiture or

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for any other reason, such shares shall be cancelled and thereafter shall
again be available for purposes of this Plan.  If a Stock Option expires,
terminates or is cancelled for any reason without having been exercised
in full, the shares of the Common Stock not purchased thereunder shall
again be available for purposes of this Plan.

     2.   Provisions Relating to Stock Options.
          ------------------------------------

     2.1  GRANTS OF STOCK OPTIONS.  The Committee may grant Stock Options
in such amounts, at such times, and to the Employees nominated by the
management of the Company as the Committee, in its discretion, may
determine.   Stock Options granted under this Plan shall constitute
"incentive stock options" within the meaning of Section 422 of the Code,
if so designated by the Committee on the date of grant.  The Committee
shall also have the discretion to grant Stock Options which do not
constitute incentive stock options, and any such Stock Options shall be
designated non-statutory stock options by  the Committee on the date of
grant.  The aggregate Fair Market Value (determined as of the time an
incentive stock option is granted) of the Common Stock with respect to
which incentive stock options are exercisable for the first time by any
Employee during any one calendar year (under all plans of the Company and
any parent or subsidiary of the Company) may not exceed the maximum
amount permitted under Section 422 of the Code (currently, $100,000.00)).
Non-statutory stock options shall not be subject to the limitations
relating to incentive stock options contained in the preceding sentence.
Each Stock Option shall be evidenced by a written agreement (the "Option
Agreement") in a form approved by the Committee, which shall be executed
on behalf of the Company and by the Employee to whom the Stock Option is
granted, and which shall be subject to the terms and conditions of this
Plan.  In the discretion of the Committee, Stock Options may include
provisions (which need not be uniform), authorized by the Committee in
its discretion, that accelerate an Employee's rights to exercise Stock
Options following a "Change in Control," upon termination of the
Employee's employment by the Company without "Cause" or by the Employee
for "Good Reason," as such terms are defined in Paragraph 3.1 hereof.
The holder of a Stock Option shall not be entitled to the privileges of
stock ownership as to any shares of the Common Stock not actually issued
to such holder.

     2.2  PURCHASE PRICE.  The purchase price (the "Exercise Price") of
shares of the Common Stock subject to each Stock Option (the "Option
Shares") shall not be less than 85 percent of the Fair Market Value of
the Common Stock on the date of exercise.  For an Employee holding
greater than 10 percent of the total voting power of all stock of the
Company, either Common or Preferred, the Exercise Price of an incentive
stock option shall be at least 110 percent of the Fair Market Value of
the Common Stock on the date of the grant of the option.  As used herein,
"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 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.

     2.3  OPTION PERIOD.  The Stock Option period (the "Term") shall
commence on the date of grant of the Stock Option and shall be 10 years
or such shorter period as is determined by the Committee.  Each Stock
Option shall provide that it is exercisable over its term in such
periodic installments as the Committee in its sole discretion may
determine.  Such provisions need not be uniform.  Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") exempts
persons normally subject to the reporting requirements of Section 16(a)
of the Exchange Act (the "Section 16 Reporting Persons") pursuant to a
qualified employee stock option plan from the normal requirement of not
selling until at least six months and one day from the date the Stock
Option is granted.

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     2.4  Exercise of Options.
          -------------------

     2.4.1 Each Stock Option may be exercised in whole or in part (but
not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary, at the
principal office of the Company, together with payment of the Exercise
Price and an executed Notice and Agreement of Exercise in the form
prescribed by Paragraph 2.4.2.  Payment may be made (a) in cash, (b) by
cashier's or certified check, (c) by surrender of previously owned shares
of the Common Stock valued pursuant to Paragraph 2.2 (if the Committee
authorizes payment in stock in its discretion), (d) by withholding from
the Option Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price
of the Stock Option, if such withholding is authorized by the Committee
in its discretion, or (e) in the discretion of the Committee, by the
delivery to the Company of the optionee's promissory note secured by the
Option Shares, bearing interest at a rate sufficient to prevent the
imputation of interest under Sections 483 or 1274 of the Code, and having
such other terms and conditions as may be satisfactory to the Committee.

     2.4.2 Exercise of each Stock Option is conditioned upon the
agreement of the Employee to the terms and conditions of this Plan and of
such Stock Option as evidenced by the Employee's execution and delivery
of a Notice and Agreement of Exercise in a form to be determined by the
Committee in its discretion.  Such Notice and Agreement of Exercise shall
set forth the agreement of the Employee that (a) no Option Shares will be
sold or otherwise distributed in violation of the Securities Act of 1933,
as amended (the "Securities Act") or any other applicable federal or
state securities laws, (b) each Option Share certificate may be imprinted
with legends reflecting any applicable federal and state securities law
restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its
Transfer Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the Company a
copy of each Form 4 or Form 5 filed by said Employee and will timely file
all reports required under federal securities laws, and (e) the Employee
will report all sales of Option Shares to the Company in writing on a
form prescribed by the Company.

     2.4.3 No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been fully
complied with.  The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for
the issuance of Stock Options and shares acquired thereunder, but there
may be times when no such Registration Statement will be currently
effective.  The exercise of Stock Options may be temporarily suspended
without liability to the Company during times when no such Registration
Statement is currently effective, or during times when, in the reasonable
opinion of the Committee, such suspension is necessary to preclude
violation of any requirements of applicable law or regulatory bodies
having jurisdiction over the Company.  If any Stock Option would expire
for any reason except the end of its term during such a suspension, then
if exercise of such Stock Option is duly tendered before its expiration,
such Stock Option shall be exercisable and exercised (unless the
attempted exercise is withdrawn) as of the first day after the end of
such suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

     2.5  CONTINUOUS EMPLOYMENT.  Except as provided in Paragraph 2.7
below, an Employee may not exercise a Stock Option unless from the date
of grant to the date of exercise the Employee remains continuously in the
employ of the Company.   For purposes of this Paragraph 2.5, the period
of continuous employment of an Employee with the Company shall be deemed
to include (without extending the term of the Stock Option) any period
during which the Employee is on leave of absence with the consent of the
Company, provided that such leave of absence shall not exceed three
months and that the Employee returns to the employ of the Company at the
expiration of such leave of absence.  If the Employee fails to return to
the employ of the Company at the expiration of such leave of absence, the
Employee's employment with the Company shall be deemed terminated as of
the date such leave of absence commenced.  The continuous employment of
an Employee with the Company shall also be deemed to include any period
during which the Employee is a member of the Armed Forces of the United
States, provided that the Employee returns to the employ of the Company
within 90 days (or such longer period as may be prescribed by law) from
the date the Employee first becomes entitled to a discharge from military
service.  If an Employee does not return to the employ of the Company
within 90 days (or such longer period as may be prescribed by law) from
the date the Employee first becomes entitled to a discharge from military
service, the Employee's employment with the Company shall be deemed to
have terminated as of the date the Employee's military service ended.

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     2.6  RESTRICTIONS ON TRANSFER.  Each Stock Option granted under this
Plan shall be transferable only by will or the laws of descent and
distribution.  No interest of any Employee under this Plan shall be
subject to attachment, execution, garnishment, sequestration, the laws of
bankruptcy or any other legal or equitable process.  Each Stock Option
granted under this Plan shall be exercisable during an Employee's
lifetime only by the Employee or by the Employee's legal representative.

     2.7  Termination of Employment.
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     2.7.1 Upon an Employee's Retirement, Disability (both terms being
defined below) or death, (a) all Stock Options to the extent then
presently exercisable shall remain in full force and effect and may be
exercised pursuant to the provisions thereof, including expiration at the
end of the fixed term thereof, and (b) unless otherwise provided by the
Committee, all Stock Options to the extent not then presently exercisable
by the Employee shall terminate as of the date of such termination of
employment and shall not be exercisable thereafter.

     2.7.2 Upon the termination of the employment of an Employee with the
Company for any reason other than the reasons set forth in Paragraph
2.7.1 hereof, (a) all Stock Options to the extent then presently
exercisable by the Employee shall remain exercisable only for a period of
90 days after the date of such termination of employment (except that the
90 day period shall be extended to 12 months if the Employee shall die
during such 90 day period), and may be exercised pursuant to the
provisions thereof, including expiration at the end of the fixed term
thereof, and (b) unless otherwise provided by the Committee, all Stock
Options to the extent not then presently exercisable by the Employee
shall terminate as of the date of such termination of employment and
shall not be exercisable thereafter.

     2.7.3 For purposes of this Plan:

          (a)  "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which the Employee attains
the age of 65 years; and

          (b)  "Disability" shall mean total and permanent incapacity of
an Employee, due to physical impairment or legally established mental
incompetence, to perform the usual duties of the Employee's employment
with the Company, which disability shall be determined (i) on medical
evidence by a licensed physician designated by the Committee, or (ii) on
evidence that the Employee has become entitled to receive primary
benefits as a disabled employee under the Social Security Act in effect
on the date of such disability.

     3.   Provisions Relating to Awards.
          -----------------------------

     3.1  GRANT OF AWARDS.  Subject to the provisions of this Plan, the
Committee shall have full and complete authority, in its discretion, but
subject to the express provisions of this Plan, to (1) grant Awards
pursuant to this Plan, (2) determine the number of shares of the Common
Stock subject to each Award (the "Award Shares"), (3) determine the terms
and conditions (which need not be identical) of each Award, including the
consideration (if any) to be paid by the Employee for such the Common
Stock, which may, in the Committee's discretion, consist of the delivery
of the Employee's promissory note meeting the requirements of Paragraph
2.4.1, (4) establish and modify performance criteria for Awards, and (5)
make all of the determinations necessary or advisable with respect to
Awards under this Plan.  Each Award under this Plan shall consist of a
grant of shares of the Common Stock subject to a restriction period
(after which the restrictions shall lapse), which shall be a period
commencing on the date the Award is granted and ending on such date as
the Committee shall determine (the "Restriction Period").  The Committee
may provide for the lapse of restrictions in installments, for
acceleration of the lapse of restrictions upon the satisfaction of such
performance or other criteria or upon the occurrence of such events as
the Committee shall determine, and for the early expiration of the
Restriction Period upon an Employee's death, Disability or Retirement as
defined in Paragraph 2.7.3, or, following a Change of Control, upon
termination of an Employee's employment by the Company without "Cause" or
by the Employee for "Good Reason," as those terms are defined herein.
For purposes of this Plan:

     "Change of Control" shall be deemed to occur (a) on the date the
Company first has actual knowledge that any person (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) has become the
beneficial

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owner (as defined in Rule 13(d)-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 40 percent or more
of the combined voting power of the Company's then outstanding
securities, or (b) on the date the stockholders of the Company approve
(i) a merger of the Company with or into any other corporation in which
the Company is not the surviving corporation or in which the Company
survives as a subsidiary of another corporation, (ii) a consolidation of
the Company with any other corporation, or (iii) the sale or disposition
of all or substantially all of the Company's assets or a plan of complete
liquidation.

     "Cause," when used with reference to termination of the employment
of an Employee by the Company for "Cause," shall mean:

          (a)  The Employee's continuing willful and material breach of
his duties to the Company after he receives a demand from the Chief
Executive of the Company specifying the manner in which he has willfully
and materially breached such duties, other than any such failure
resulting from Disability of the Employee or his resignation for "Good
Reason," as defined herein; or

          (b)  The conviction of the Employee of a felony; or

          (c)  The Employee's commission of fraud in the course of his
employment with the Company, such as embezzlement or other material and
intentional violation of law against the Company; or

          (d)  The Employee's gross misconduct causing material harm to
the Company.

     "Good Reason" shall mean any one or more of the following, occurring
following or in connection with a Change of Control and within 90 days
prior to the Employee's resignation, unless the Employee shall have
consented thereto in writing

          (a)  The assignment to the Employee of duties inconsistent with
his executive status prior to the Change of Control or a substantive
change in the officer or officers to whom he reports from the officer or
officers to whom he reported immediately prior to the Change of Control;
or

          (b)  The elimination or reassignment of a majority of the
duties and responsibilities that were assigned to the Employee
immediately prior to the Change of Control; or

          (c)  A reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or

          (d)  The Company requiring the Employee to be based anywhere
outside a 35-mile radius from his place of employment immediately prior
to the Change of Control, except for required travel on the Company's
business to an extent substantially consistent with the Employee's
business travel obligations immediately prior to the Change of Control;
or

          (f)  The failure of the Company to grant the Employee a
performance bonus reasonably equivalent to the same percentage of salary
the Employee normally received prior to the Change of Control, given
comparable performance by the Company and the Employee; or

          (f)  The failure of the Company to obtain a satisfactory
Assumption Agreement (as defined in Paragraph 4.12 of this Plan) from a
successor, or the failure of such successor to perform such Assumption
Agreement.

     3.2  INCENTIVE AGREEMENTS.  Each Award granted under this Plan shall
be evidenced by a written agreement (an "Incentive Agreement") in a form
approved by the Committee and executed by the Company and the Employee to
whom the Award is granted.  Each Incentive Agreement shall be subject to
the terms and conditions of this Plan and other such terms and conditions
as the Committee may specify.

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     3.3  WAIVER OF RESTRICTIONS.  The Committee may modify or amend any
Award under this Plan or waive any restrictions or conditions applicable
to the Award; provided, however, that the Committee may not undertake any
such modifications, amendments or waivers if the effect thereof
materially increases the benefits to any Employee, or adversely affects
the rights of any Employee without his consent.

     3.4  TERMS AND CONDITIONS OF AWARDS.  Upon receipt of an Award of
shares of the Common Stock under this Plan, even during the Restriction
Period, an Employee shall be the holder of record of the shares and shall
have all the rights of a stockholder with respect to such shares, subject
to the terms and conditions of this Plan and the Award.

     3.4.1 Except as otherwise provided in this Paragraph 3.4, no shares
of the Common Stock received pursuant to this Plan shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of
during the Restriction Period applicable to such shares.  Any purported
disposition of such the Common Stock in violation of this Paragraph 3.4.2
shall be null and void.

     3.4.2 If an Employee's employment with the Company terminates prior
to the expiration of the Restriction Period for an Award, subject to any
provisions of the Award with respect to the Employee's death, Disability
or Retirement, or Change of Control, all shares of the Common Stock
subject to the Award shall be immediately forfeited by the Employee and
reacquired by the Company, and the Employee shall have no further rights
with respect to the Award.  In the discretion of the Committee, an
Incentive Agreement may provide that, upon the forfeiture by an Employee
of Award Shares, the Company shall repay to the Employee the
consideration (if any) which the Employee paid for the Award Shares on
the grant of the Award.  In the discretion of the Committee, an Incentive
Agreement may also provide that such repayment shall include an interest
factor on such consideration from the date of the grant of the Award to
the date of such repayment.

     3.4.3 The Committee may require under such terms and conditions as
it deems appropriate or desirable that (a) the certificates for the
Common Stock delivered under this Plan are to be held in custody by the
Company or a person or institution designated by the Company until the
Restriction Period expires, (b) such certificates shall bear a legend
referring to the restrictions on the Common Stock pursuant to this Plan,
and (c) the Employee shall have delivered to the Company a stock power
endorsed in blank relating to the Common Stock.

     4.   Miscellaneous Provisions.
          ------------------------

     4.1  ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.

     4.1.1 The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price), the
maximum number of Stock Options that may be granted under this Plan, the
minimum number of shares as to which a Stock Option may be exercised at
any one time, and the number and class of shares subject to each
outstanding Award, shall be proportionately adjusted in the event of any
increase or decrease in the number of the issued shares of the Common
Stock which results from a split-up or consolidation of shares, payment
of a stock dividend or dividends exceeding a total of five percent for
which the record dates occur in any one fiscal year, a recapitalization
(other than the conversion of convertible securities according to their
terms), a combination of shares or other like capital adjustment, so that
(a) upon exercise of the Stock Option, the Employee shall receive the
number and class of shares the Employee would have received had the
Employee been the holder of the number of shares of the Common Stock for
which the Stock Option is being exercised upon the date of such change or
increase or decrease in the number of issued shares of the Company, and
(b) upon the lapse of restrictions of the Award Shares, the Employee
shall receive the number and class of shares the Employee would have
received if the restrictions on the Award Shares had lapsed on the date
of such change or increase or decrease in the number of issued shares of
the Company.

     4.1.2 Upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which UBC is not the
surviving corporation or in which UBC survives as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially
all of the property of the Company to another corporation, or any
dividend or distribution to stockholders of more than 10 percent of the
Company's assets, adequate adjustment or other provisions shall be made
by the Company or other party to such transaction so that there shall
remain and/or be substituted for the Option Shares and Award Shares
provided for herein, the shares, securities or

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assets which would have been issuable or payable in respect of or in
exchange for such Option Shares and Award Shares then remaining, as if
the Employee had been the owner of such shares as of the applicable date.
Any securities so substituted shall be subject to similar successive
adjustments.

     4.2  WITHHOLDING TAXES.  The Company shall have the right at the
time of exercise of any Stock Option, the grant of an Award, or the lapse
of restrictions on Award Shares, to make adequate provision for any
federal, state, local or foreign taxes which it believes are or may be
required by law to be withheld with respect to such exercise (the "Tax
Liability"), to ensure the payment of any such Tax Liability.  The
Company may provide for the payment of any Tax Liability by any of the
following means or a combination of such means, as determined by the
Committee in its sole and absolute discretion in the particular case (1)
by requiring the Employee to tender a cash payment to the Company, (2) by
withholding from the Employee's salary, (3) by withholding from the
Option Shares which would otherwise be issuable upon exercise of the
Stock Option, or from the Award Shares on their grant or date of lapse of
restrictions, that number of Option Shares or Award Shares having an
aggregate Fair Market Value (determined in the manner prescribed by
Paragraph 2.2) as of the date the withholding tax obligation arises in an
amount which is equal to the Employee's Tax Liability or (4) by any other
method deemed appropriate by the Committee.  Satisfaction of the Tax
Liability of a Section 16 Reporting Person may be made by the method of
payment specified in clause (3) above only if the following two
conditions are satisfied:

               (a)  The withholding of Option Shares or Award Shares and
the exercise of the related Stock Option occur at least six months and
one day following the date of grant of such Stock Option or Award; and

               (b)  The withholding of Option Shares or Award Shares is
made either (i) pursuant to an irrevocable election (the "Withholding
Election") made by the Employee at least six months in advance of the
withholding of Options Shares or Award Shares, or (ii) on a day within a
10-day "window period" beginning on the third business day following the
date of release of the Company's quarterly or annual summary statement of
sales and earnings.

     Anything herein to the contrary notwithstanding, a Withholding
Election may be disapproved by the Committee at any time.

     4.3  RELATIONSHIP TO OTHER EMPLOYEE BENEFIT PLANS.  Stock Options
and Awards granted hereunder shall not be deemed to be salary or other
compensation to any Employee for purposes of any pension, thrift,
profit-sharing, stock purchase or any other employee benefit plan now
maintained or hereafter adopted by the Company.

     4.4  AMENDMENTS AND TERMINATION.  The Board of Directors may at any
time suspend, amend or terminate this Plan.  No amendment, except as
provided in Paragraph 2.8, or modification of this Plan may be adopted,
except subject to stockholder approval, which would (1) materially
increase the benefits accruing to the Employees under this Plan, (2)
materially increase the number of securities which may be issued under
this Plan (except for adjustments pursuant to Paragraph 4.1 hereof), or
(3) materially modify the requirements as to eligibility for
participation in this Plan.

     4.5  SUCCESSORS IN INTEREST.  The provisions of this Plan and the
actions of the Committee shall be binding upon all heirs, successors and
assigns of the Company and of the Employees.

     4.6  OTHER DOCUMENTS.  All documents prepared, executed or delivered
in connection with this Plan (including, without limitation, Option
Agreements and Incentive Agreements) shall be, in substance and form, as
established and modified by the Committee; provided, however, that all
such documents shall be subject in every respect to the provisions of
this Plan, and in the event of any conflict between the terms of any such
document and this Plan, the provisions of this Plan shall prevail.

     4.7  NO OBLIGATION TO CONTINUE EMPLOYMENT.  This Plan and the grants
which might be made hereunder shall not impose any obligation on the
Company to continue to employ any Employee.  Moreover, no provision of
this Plan or any document executed or delivered pursuant to this Plan
shall be deemed modified in any way by any employment contract between an
Employee (or other employee) and the Company.

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     4.8  MISCONDUCT OF AN EMPLOYEE.  Notwithstanding any other provision
of this Plan, if an Employee commits fraud or dishonesty toward the
Company or wrongfully uses or discloses any trade secret, confidential
data or other information proprietary to the Company, or intentionally
takes any other action materially inimical to the best interests of the
Company, as determined by the Committee, in its sole and absolute
discretion, the Employee shall forfeit all rights and benefits under this
Plan.

     4.9  TERM OF PLAN.  This Plan was adopted by the Board effective
November 20, 2002.  No Stock Options or Awards may be granted under this
Plan after November 20, 2012.

     4.10 GOVERNING LAW.  This Plan shall be construed in accordance
with, and governed by, the laws of the State of Nevada.

     4.11 APPROVAL.  No Stock Option shall be exercisable, or Award
granted, unless and until the Directors of the Company have approved this
Plan and all other legal requirements have been met.

     4.12 ASSUMPTION AGREEMENTS.  The Company will require each
successor, (direct or indirect, whether by purchase, merger,
consolidation or otherwise), to all or substantially all of the business
or assets of the Company, prior to the consummation of each such
transaction, to assume and agree to perform the terms and provisions
remaining to be performed by the Company under each Incentive Agreement
and Stock Option and to preserve the benefits to the Employees
thereunder.  Such assumption and agreement shall be set forth in a
written agreement in form and substance satisfactory to the Committee (an
"Assumption Agreement"), and shall include such adjustments, if any, in
the application of the provisions of the Incentive Agreements and Stock
Options and such additional provisions, if any, as the Committee shall
require and approve, in order to preserve such benefits to the Employees.
Without limiting the generality of the foregoing, the Committee may
require an Assumption Agreement to include satisfactory undertakings by a
successor:

               (a)  To provide liquidity to the Employees at the end of
the Restriction Period applicable to the Common Stock awarded to them
under this Plan, or on the exercise of Stock Options;

               (b)  If the succession occurs before the expiration of any
period specified in the Incentive Agreements for satisfaction of
performance criteria applicable to the Common Stock awarded thereunder,
to refrain from interfering with the Company's ability to satisfy such
performance criteria or to agree to modify such performance criteria
and/or waive any criteria that cannot be satisfied as a result of the
succession;

               (c)  To require any future successor to enter into an
Assumption Agreement; and

               (d)  To take or refrain from taking such other actions as
the Committee may require and approve, in its discretion.

     The Committee referred to in this Paragraph 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession then
under consideration.

     4.13 COMPLIANCE WITH RULE 16b-3.  Transactions under this Plan are
intended to comply with all applicable conditions of Rule 16b-3.  To the
extent that any provision of this Plan or action by the Committee fails
to so comply, it shall be deemed null and void, to the extent permitted
by law and deemed advisable by the Committee.



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<PAGE>
     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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