Exhibit 10.11

Employment Agreement                                                    1

                UNIVERSAL BROADBAND COMMUNICATIONS, INC.
                          EMPLOYMENT AGREEMENT
                          --------------------

            FOR RICHARD DUNHAM, CHIEF FINANCIAL OFFICER (CFO)


          This Agreement is entered into on this 13th day of May, 2002,
in the City of Irvine, California, by and between UNIVERSAL BROADBAND
COMMUNICATIONS, INC., a California corporation  (hereinafter referred to
as "COMPANY") and  RICHARD DUNHAM (hereinafter referred to as "EMPLOYEE")
and collectively called the "Parties".   As of the date of the signing of
this Agreement, Mark Ellis is serving as Chief Executive Officer for the
Company, referred to in this Agreement as "CEO".

     This Employment Agreement (hereinafter referred to as "Agreement")
is entered into by and between Company and Employee as follows:


                              1.  RECITALS

     1.1  Company owns and operates a Integrated Telecommunications
          Company engaging in Long Distance and ISP services to business
          and residential customers. The principle place of business of
          Company is 18200 Von Karman Avenue, 10th Floor, Irvine,
          California  92612.

     1.2  EMPLOYEE is employed by COMPANY as  Chief Financial Officer
          (CFO) and reports to the CEO and the Board of Directors on the
          financial performance of the COMPANY. CFO is also to locate and
          assist in capital raising efforts for the COMPANY.

     1.3  The CEO has represented to Employee that he has the power and
          authority to bind the Company and any successor to accept the
          revised terms and conditions of this Agreement.


NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the parties agree as follows:


             2.  EMPLOYMENT AS CHIEF FINANCIAL OFFICER (CFO)

     2.1  COMPANY hereby employs EMPLOYEE as Chief Financial Officer
          (CFO) and EMPLOYEE hereby accepts employment with COMPANY for
          period of one

Initial: ______                                           Initial: ______
<PAGE>
Employment Agreement                                                    2

          year beginning May 13, 2002.  An additional one year option at
          the discretion of CEO. This Agreement may be terminated earlier
          as hereinafter provided.


               3.  DUTIES AND RESPONSIBILITIES OF EMPLOYEE

     3.1  The Chief Financial Officer (CFO) is responsible for managing
          the Accounting Department, supervising specific account
          functions as directed by the CEO, as well as assisting CEO with
          general Accounting functions and recommend Accounting Policy
          and procedures.

     3.2  EMPLOYEE is hereby given responsibilities for preparing monthly
          financial statements, Quarterly and Annual Reports.  Balance
          sheets shall be prepared, which show profit and loss and cash
          flow projections, and to given to CEO monthly.  CFO will also
          assist in conducting a year-end audit and interface with
          outside audit firms, so COMPANY may complete audits, and
          perform other  such duties as may be set forth in the Employee
          Manual, incorporated herein by this reference, or as directed
          by CEO.

     3.3  EMPLOYEE shall also interface with banking institutions in
          establishing Corporate Bank Accounts and monitor cash flow.
          All checks, however, are signed by the CEO, and final
          disbursements are determined by CEO only. EMPLOYEE is to
          coordinate Investment bankers and/or Broker dealers for the
          investment purposes of Company.

     3.4  The duties of EMPLOYEE may be changed from time to time by the
          mutual consent of COMPANY and EMPLOYEE without resulting in a
          rescission of this contract.  Notwithstanding any such change
          the employment of EMPLOYEE shall be construed as continuing
          under this Agreement as modified.

     3.5  EMPLOYEE agrees to participate in orientation and service
          training programs designated by COMPANY, and to comply with all
          training requirements and policies, established from time to
          time, by COMPANY.

     3.6  EMPLOYEE agrees to comply with all applicable policies of
          COMPANY including, but not limited to, personnel and employment
          qualifications, employment policies and procedures, etc.
          EMPLOYEE further agrees that all activities carried out by him,
          pursuant to this Agreement, shall be carried out without
          discrimination on the basis of age, sex, physical or mental
          handicap, race, color, religion, ancestry, or national origin.



Initial: ______                                           Initial: ______
<PAGE>
Employment Agreement                                                    3


                       4.  PERFORMANCE EVALUATION

     4.1  EMPLOYEE'S performance shall be reviewed for the first 90 days,
          then on an annual basis by a procedure approved by the CEO of
          COMPANY.


                            5.  COMPENSATION

     5.1  For all services to be rendered by EMPLOYEE on behalf of
          COMPANY, COMPANY agrees to pay, and EMPLOYEE agrees to accept
          compensation as follows:

          (a)  $104,000 first year base salary; beginning on May 13,
               2002. Second option year salary to be first year base
               salary plus eight percent (8%) increase.

          (b)  50,000 (fifty thousand) shares of common stock of COMPANY,
               ownership of said stock shall vest with EMPLOYEE in three
               months; vesting full amount over three months beginning
               May 13, 2002.

          (c)  The Options of 10,000 (ten thousand) shares of common
               stock to be granted with vesting over a twelve-month
               period vesting at 1/12 per month, starting May 13, 2002.
               Option price to be eighty-five percent (85%) of common
               stock evaluation.

          (d)  Subsequent to the vesting date, shares shall remain the
               sole property of EMPLOYEE regardless of change in
               ownership and/or control of COMPANY, unless EMPLOYEE and
               only EMPLOYEE exercises his right in the sale or transfer
               of such stock;

          (e)  EMPLOYEE shall receive three (3) weeks' paid vacation (15
               working days) after first and second year, with no more
               than two weeks taken concurrently, unless given permission
               in writing by CEO. In the event an EMPLOYEE has accrued
               unused vacation days equivalent to the amount of days they
               are entitled to for one (1) year of employment at their
               current accrual rate, vacation days shall cease to accrue
               until such time as the accrued and unused vacation days
               fall below such amount. Once accruals begin again,
               accruals will not be retroactive;

          (f)  EMPLOYEE shall receive five days of paid Personal Time per
               year. Unused accrued Personal Time has no cash value;

          (g)  EMPLOYEE shall be included in any and all of COMPANY'S
               medical,   workers compensation, and all other health
               benefits and retirement

Initial: ______                                           Initial: ______
<PAGE>
Employment Agreement                                                    4

               plans COMPANY may have (whether they exist at the time of
               this Agreement is executed or any time thereafter).
               Benefits shall be granted immediately upon execution of
               this Agreement, if available by COMPANY;

          (h)  EMPLOYEE shall receive severance pay upon involuntary
               termination of his employment.  Such severance pay shall
               include two weeks' salary (measured at the time of
               termination).

          (i)  EMPLOYER agrees to provide CFO with an auto allowance of
               five hundred dollars ($500) per month.

     5.2  EMPLOYEE understands that other type(s) of compensation may be
          paid to EMPLOYEE other than that stated in paragraph 5.1.


              6.  CONFIDENTIAL AND PROPRIETARY INFORMATION

     6.1  In the course of his employment, EMPLOYEE may have access to
          COMPANY's confidential information and trade secrets, including
          all financial information, bank records, stock holder equity
          issues, merger issues, P.P.M. issues, confidential records,
          data specification, manuals, policies and procedures, client
          lists and other items of proprietary and/or confidential
          information which are the property of COMPANY and used in the
          regular course of its business.  During EMPLOYEE's employment
          and for three (3) years thereafter, EMPLOYEE warrants that he
          will not, directly or indirectly, disclose or use any such
          information for his personal benefit or for the benefit of any
          third party or to the detriment of COMPANY, except as required
          in the regular course of his employment with COMPANY.  However,
          such confidential information may be disclosed with the written
          consent of CEO

     6.2  EMPLOYEE shall not use any confidential or financial
          information or circulate it to any other person or persons,
          except when specifically authorized in advance by COMPANY and
          then only to the extent necessary for accomplishing any purpose
          CEO or COMPANY may specify in writing.

     6.3  EMPLOYEE agrees that copies of confidential information may not
          be made without the express written permission of COMPANY and
          that all such copies shall be returned to COMPANY, along with
          the originals.

     6.4  EMPLOYEE acknowledges and agrees that the sale or unauthorized
          use or disclosure of any of COMPANY's trade secrets and
          information technology that may be construed as Proprietary and
          obtained by EMPLOYEE during the course of HIS employment, is to
          be constituted as unfair competition.  EMPLOYEE promises and
          agrees not to engage in any unfair competition with

Initial: ______                                           Initial: ______
<PAGE>
Employment Agreement                                                    5

          COMPANY at any time, whether during or following the completion
          of assigned duties as Chief Financial Officer.


                             7.  COMPETITION

     7.1  During the term of this Agreement, EMPLOYEE shall not permit
          his name or his professional CPA license to be used by, be
          engaged with or carry on with financial and tax services
          (either for himself, outside clients, or as a member of
          partnership, or as a stockholder, officer including CFO, or
          Director of a Corporation, or as an Employee, Agent, Associate,
          Independent Contractor or Consultant of any person or
          Corporation) in any business including a business that is
          competitive with or adverse to COMPANY.


                             8.  TERMINATION

     8.1  COMPANY shall have the right to terminate this Agreement for
          any of the following reasons by serving written notice upon
          EMPLOYEE:

          (a)  For willful breach of any covenant and condition of
               employment, habitual neglect of, willful failure to
               perform, or inability to perform, EMPLOYEE's duties and
               obligations as CFO;

          (b)  For illegal conduct, constituting a crime involving moral
               turpitude, conviction of a felony, or any conduct
               detrimental to the interests of COMPANY;

          (c)  For physical or mental disability rendering EMPLOYEE
               incapable of performing his duties for a consecutive
               period of 180 days, or by death;

          (d)  Determination by CEO that the continued employment of CFO
               is detrimental to the best interests of COMPANY. If said
               matter of termination comes before the COMPANY's Board of
               Directors, the Board of Directors shall have the sole and
               absolute discretion as to whether or not continued
               employment is in the best interests of COMPANY.

     8.2  In the event of termination of this Agreement, EMPLOYEE shall
          be entitled to the compensation earned prior to the date of
          termination, as provided for in this Agreement, computed pro
          rata, up to and including that date.

Initial: ______                                           Initial: ______
<PAGE>
Employment Agreement                                                    6


                           9.  CLIENT RECORDS

     9.1  It is expressly understood that all documents and/or records
          provided to EMPLOYEE by COMPANY including but not limited to
          audits, balance sheets, cash flow projections, investors,
          financial status, constitute proprietary information and is the
          property of COMPANY and upon termination of his employment,
          EMPLOYEE shall not have access to such records or documents.


                             10.  ASSIGNMENT

     10.1 Nothing contained in this Agreement shall be construed to
          permit assignment by EMPLOYEE, of any rights or duties under
          this Agreement.  Any such assignment is expressly prohibited.


                    11.  DISPUTE RESOLUTION/MEDIATION

     11.1 In the event that there is any dispute as to any items subject
          to this Agreement, including, but not limited to, the extent,
          quality, manner and location of duties and services to be
          rendered and compensation to be paid, such disagreement shall
          first be submitted to the CEO of Company for resolution and if
          not resolved by and between the parties, shall then be
          submitted  to the Board of Directors of COMPANY.  Any dispute
          related to the interpretation or enforcement of this Agreement
          that is not resolved by the CEO or the Board of Directors, the
          Parties agree that it first shall be submitted to Mediation.
          If Mediation is not successful in resolving the entire dispute,
          any outstanding issues shall be submitted to final and binding
          arbitration in accordance with the rules established by the
          American Arbitration Association.  The arbitrator's award shall
          be final and judgment may be entered upon it by any Court
          having competent jurisdiction.  If either party hereto shall
          institute any legal or other proceedings to enforce or
          interpret any rights hereunder or terms thereof, the prevailing
          party in such action will be entitled to reasonable Attorney
          fees and all court costs.  Jurisdiction and venue shall be in
          the County of Orange, State of California.


                     12.  COSTS AND ATTORNEYS' FEES

     12.1 In the event that either party hereto shall bring any such
          action to enforce any provision of this Agreement, pursuant to
          Paragraph 11, or as a result of any default in the performance
          of any provision of this Agreement, the prevailing party in
          such action shall be entitled to recover all costs and
          expenses,

Initial: ______                                           Initial: ______
<PAGE>
Employment Agreement                                                    7

          including reasonable Attorney's fees, incurred by such
          prevailing party in connection with such action.


                          13.  ENTIRE AGREEMENT

     13.1 This Agreement constitutes the entire Agreement between the
          parties hereto with respect to the employment of EMPLOYEE by
          COMPANY, and contains all the covenants and agreements between
          the Parties and supersedes all prior agreements.  Any
          modification of this Amended Agreement will become effective
          only if in writing, dated and signed by the Parties.


                           14.  CALIFORNIA LAW

     14.1 This Agreement shall be governed by and construed in accordance
          with the Laws of the State of California.


                              15.  NOTICES

     15.1 All notices or other communication that either party may desire
          or may be required to deliver to the other party, may be
          delivered in person or by depositing same in the United States
          mail, postage prepaid, Certified or Registered Mail, addressed
          as follows:


                         If to Employee:

                              RICHARD DUNHAM
                              2222 Michelson Drive, No. 222
                              Irvine, CA  92612


                         If to Company:

                              Mark Ellis, CEO
                              Universal Broadband Communications, Inc.
                              18200 Von Karman Avenue, 10th Floor
                              Irvine, CA  92612

Initial: ______                                           Initial: ______
<PAGE>
Employment Agreement                                                    8

                         16.  FURTHER DOCUMENTS

     16.1 The Parties hereto agree to execute any further documents and
          to take such further actions that may be necessary or
          appropriate in order to carry out the purposes of this
          Agreement.


                          17.  VIOLATION OF LAW

     17.1 In the event it is determined that any part of this Agreement
          is in violation of applicable law, the parties agree to
          negotiate, in good faith, to amend this Agreement as is
          necessary to conform to the Law.


                              18.  WAIVERS

     18.1 Any waiver of any term, covenant or condition of this Agreement
          by any party hereto, should not be effective unless set forth
          in writing, signed by the party granting such waiver and the
          other party thereto.  If a partial waiver is granted or agreed
          to by the parties, in no event shall any such waiver be deemed
          to be a waiver of any other term, covenant or condition of this
          Agreement.


                          19.  CONTRACT REVIEW

     I hereby agree to the above  AGREEMENT TO COVER MY employment
Contract period and certify that I have read the foregoing and fully
understand the meaning and effect thereof, and intend to be legally
bound.  This Agreement is executed on this 13 day of May, 2002, in
Irvine, California.




By:  /s/ RICHARD DUNHAM                           May 13, 2002
   -----------------------------------            ----------------
     RICHARD DUNHAM, Employee                     Date




By:  /s/ MARK ELLIS                               May 13, 2002
   -----------------------------------            ----------------
     Mark Ellis, CEO of Universal Broadband       Date



Initial: ______                                           Initial: ______