EXHIBIT 10.18

USM CAPITAL GROUP, INC.                        Phone: 760-918-1860
5922 Farnsworth Court                          Fax:   760-918-1855
Calrsbad, CA 92008                             Mail: mail@bugsatwork.com

                  INDEPENDENT CLIENT SERVICE AGREEMENT

This Agreement is made and entered into by and between USM Capital Group,
Inc., 5922-B Farnsworth Court, Carlsbad, CA 92008 (hereinafter
"Contractor") and UNIVERSAL BROADBAND COMMUNICATIONS, (hereinafter
"Client") with principal offices at 18200 Von Karman Avenue, 10th Floor,
Irvine, CA, 92612  telephone number 949.474.1500.

Whereas, Contractor declares it is engaged in an independent business,
and has complied with all federal, state and local laws regarding
business permits, insurances and licenses of any kind that may be
required to carry out said business and the tasks to be performed under
this Agreement.  Contractor also declares that it has and does provide
similar product or services to other Clients in addition to contract
services provided to Client.

Whereas, Client operates a legitimate business and desires to arrange for
the services of Contractor as set forth herein.

THEREFORE, IN CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE
FOLLOWING TERMS AND CONDITIONS, THE PARTIES AGREE :

     1. SERVICES TO BE PERFORMED.  Client engages Contractor and
Contractor agrees to : _________See Exhibit "A" _______________________

_______________________________________________________________________

_______________________________________________________________________

     2. TERMS OF PAYMENT. Client shall pay Contractor for the above
described services, as the same are reasonably and acceptably provided
and within 10 days after receipt of a detailed invoice or billing
therefore.  Payments are to be made, costs and fees to be reimbursed and
prices to be charged as follows until otherwise agreed in writing :

_________220,000 common shares of Client with registration rights _____

_________Market Valuation of $.50/share _______________________________

_______________________________________________________________________

     3. EXPENSE REIMBURSEMENT.  Client shall reimburse Contractor and
make payment for requested or necessary pre-approved travel and expenses
from Contractor's office.  Any such charges or requests for reimbursement
for these agreed charges shall be invoiced and may be paid separately by
Contractor or by two-party check, either to Contractor or to the
independent supplier for which reimbursement is sought.

     4. CONTROL.  Contractor retains the sole and exclusive right to
control or direct the manner or means by which the work described herein
is to be performed.  Client retains only the right to control the end
product or quality of service delivered to insure its conformity with
Client specifications and the provisions herein.

     5. PAYROLL OR EMPLOYMENT TAXES.  No payroll, income withholding or
employment taxes of any kind shall be withheld or paid by Client with
respect to payments to Contractor.  The taxes that are the subject of
this paragraph include but are not limited to FICA,

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FUTA, federal personal income tax, state personal income tax, state
disability insurance tax, and state unemployment insurance tax.
Contractor represents and covenants that it has and will file and pay all
such payroll, self employment, employment, worker's compensation,
withholding and other taxes and reports as the same might be legally due
and payable to all applicable state and federal authorities.  The
Contractor will not be treated as an employee for state or federal tax
purposes.  Contractor hereby indemnifies and holds harmless Client from
any and all duty or obligation whatsoever relating to the payment or
filing for any and all such taxes, penalties and interest.  Contractor
represents that its federal employer identification number is 71-0890241.

     6. WORKER'S COMPENSATION.  No workers compensation insurance has
been or will be obtained by Client on account of Contractor or
Contractor's employees.  Contractor shall register and comply with all
applicable worker's compensation laws in all applicable states and
Contractor releases and indemnifies Client from all liability as to
working conditions and the safety or possible injury of Contractor and
its employees.

     7. TERMINATION.  This Agreement covers and relates to services to be
provided through September 30, 2002.

     8. The parties agree that a fasimile signature shall have the same
effect as an actual signature.

Agreed to be effective this 30th day of August, 2002 at Carlsbad, CA.

USM Capital Group, Inc.. ("CONTRACTOR")      CLIENT


    /s/ Robert C. Brehm                         /s/ Mark Ellis
----------------------------                 ----------------------------
Signature                                    Signature

    Robert C. Brehm
----------------------------                 ----------------------------
Printed Name                                 Mark Ellis

    Vice President
----------------------------                 ----------------------------
Title                                        CEO



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                               Exhibit "A"
                        Services To Be Performed

1.   Provide Financial Strategy for merger/spin-off and other related

     activities.

2.   Provide business development consulting for telecom related business

     including prepaid cellular, contract negotiations, and strategic

     business planning.

3.   Provide consulting for management on running a public company.









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