Exhibit 10.9

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



     This Agreement is entered into on this 28th day of November, 2001,
in the City of Irvine, California, by and between UNIVERSAL BROADBAND
COMMUNICATIONS, INC., a Nevada Corporation,  (hereinafter referred to as
"COMPANY") and HAROLD R. STOKES, an Attorney at Law (hereinafter referred
to as "EMPLOYEE and/or ATTORNEY") 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
"C.E.O.".

     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 Intergrated Telecommunications
          Company engaging in Long Distance Telephone and ISP services to
          the business and individual customers. The principle place of
          business of Company is 18200 Von Karman Avenue, 10 Floor,
          Irvine, California 92612.

     1.2  Company is in the process of  Merger and Acquisition of a
          publicly reporting corporation in compliance with the SEC; and
          prior to that merger, has felt the need of establishing a
          General Counsel's Office.

     1.3  Employee is a licensed attorney in the State of California,
          whose California Bar Number is 62914, and has a Professional
          Law Corporation registered with the State Bar Association by
          the name of " Law Office of Harold R. Stokes, A Professional
          Law Corporation", doing business at 18301 Irvine Boulevard,
          Suite 108, Tustin, California 92780.

     1.4  The Parties have negotiated an Agreement that would require the
          Employee to establish a General Counsel Office within the
          headquarters of the Company, and have reached an agreement.

     1.5  The C.E.O. has represented to Employee that he has the power
          and authority to bind the Company to accept the terms and
          conditions of this Agreement.

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     1.6  The Parties desire to place their agreement in writing, which
          sets out Employee's employment with Company as General Counsel,
          commencing December 3, 2001,  to oversee and manage the legal
          aspects of Company, with the statement of the respective
          responsibilities of both parties.

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


                   2.  EMPLOYMENT AS GENERAL COUNSEL
                       AND INDEPENDENT CONTRACTOR

     2.1  Company hereby employs Employee as General Counsel for  a
          three-year term, unless modified by the Parties as set out
          below, commencing on Monday, December 3, 2001, to establish,
          supervise and oversee a General Counsel Office for Company.
          Employee hereby accepts such employment, upon the terms and
          conditions set forth.

     2.2  From the date of this Agreement, until December 3, 2001,
          Employee/Attorney will act as an Independent Contractor, and
          report directly to the C.E.O. of Company.  Work assignment will
          be based upon task and legal contracts that need to be reviewed
          by the General Counsel prior to employment date.  As an
          Independent Contractor, work can be performed at the Company's
          headquarters, as well as at Employee's law firm in Tustin.
          Employee shall not be reimbursed for travel time, travel
          expenses, nor staff time utilized at his office in Tustin, for
          this interim task.  Company, however, on an as-is basis, will
          provide computer and secretarial support, as approved by the
          C.E.O.


               3.  DUTIES AND RESPONSIBILITIES OF EMPLOYEE

     3.1  Employee will establish a General Counsel Department at the
          principle business location in Irvine, referenced above, and
          manage and supervisor the performance of said department.

     3.2  Company will provide office space at its Irvine location on the
          10th floor, per schematic diagrams, discussed by and between
          Employee and Chief Executive Officer, Mark Ellis.

     3.3  Company shall provide furniture, computers, law library
          updates, space for a Paralegal Assistant and Legal Secretary,
          for the Employee.  Staff personnel for the General Counsel's
          office shall be

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          paid directly by Company and  shall work under the supervision
          and control of Employee.  It is agreed  that Employee reports
          to the CEO on all hiring, dismissal, and such other employment
          decisions.

     3.4  Dependant upon work load of Company and its growth, Employee
          shall be allowed to hire an additional Attorney or Staff
          Counsel on an as-needed  needed basis, upon approval by the
          CEO.

     3.5  Employee will not be duly responsible for Securities and
          Exchange Commission matters, although Employee will be allowed
          to hire and supervise work product and billings of Outside
          Counsel on an as-needed basis, with  the approval of the CEO.
          General Counsel, would be responsible make Court Hearings,
          attend Court Trials, if any, Settlement Conferences,
          Depositions, and review of Complaints and such other related
          matters for Company.

     3.6  PARTICIPATION IN ORIENTATION AND TRAINING: 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.  Furthermore, Employee is expected to attend
          Continuing Educational Programs, as directed by the State Bar,
          in order to keep license current.  Any programs that are
          related to Corporate Law, Employment, Securities matters,
          mergers and acquisitions, and financial matters, shall be
          reimbursed by Company, so long as prior notice is given and
          approved.

     3.7  COMPLIANCE: 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.


                       4.  PERFORMANCE EVALUATION

     4.1  Employee's performance shall be reviewed for the first 90 days
          of employment and on an annual basis by COMPANY.  Annual basis
          shall be deemed as the end of its fiscal accounting period,
          which is December 31st of each year.

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                            5.  COMPENSATION

     5.1  For all services to be rendered by Employee on behalf of "UBC"
          or its affiliate or any successor, Company, commencing on
          December 3, 2001, agrees to pay, and Employee agrees to accept,
          compensation as follows:

     a.        $96,000 for the first year base salary (payable weekly);
               beginning on December 3, 2001.  Second year base salary at
               $115,000 and third year base salary of $140,000.  A 10%
               (ten percent) yearly bonus will be based on the yearly
               base salary, and will be paid at the end of the Accounting
               Year (December 31st of each year).

     b.        25,000 shares of common stock of Company; ownership of
               said stock shall vest with Employee in three months;
               vesting to start December 3, 2001.

     c.        The options of common stock to be granted with vesting
               over a twelve-month period vesting at fifty percent per
               month, and options are to be performance based.  Employee
               would be allowed to participate in Company  Employee Stock
               Option Plan.

     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
               (fifteen working days) after December 3, 2002 (first
               year), three weeks (fifteen working days) after second
               year, and four weeks (twenty working days), after third
               year.  Employee can stagger the accrued vacation time, and
               with approval of the C.E.O.   Any earned or unused
               vacation time shall be paid to Employee if Employee either
               voluntarily leaves Company, or is terminated by Company.

     f.        Employee shall be paid holidays, pursuant to Company
               policy, as well as receive five (5) days of paid personal
               time per year, per Company Policy.  Unused accrued
               personal time has no cash value and will not be paid at
               termination.

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     g.        Employee shall be included in any and all of Company's
               medical, Workers' Compensation, and all other Health
               benefits and Retirement Plans - 40l(K) that Company may
               have (whether they exist at the time of this Agreement or
               as executed or any time thereafter), effective 90 days
               after employment.

     h.        Employee, from time to time, may be required to travel
               and/or take selected professionals to
               breakfast/lunch/dinner, at the request or approval of
               C.E.O., Employee shall be reimbursed for said expenses,
               once itemization is provided and approved.

     i.        Employee shall receive Severance Pay upon involuntary
               termination of his employment.  If employed for at least
               one year, such severance pay shall include a minimum of at
               least  thirty (30) days' salary (measured at the time of
               termination).

     j.        Either party may terminate this contract by giving a
               thirty-day notice.  However, any termination notice by
               either party Employee shall be paid a lump sum based upon
               all accumulated earnings and benefits granted.

     5.2  Employee understands that other type(s) of compensation may be
          paid to Employee other than as stated in Paragraph 5.1, and
          this Agreement can be amended and updated accordingly, if
          agreed to by the Parties mutually in writing, or according to
          Company Policy.


              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
          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

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          employment with Company.  However, such confidential
          information may be disclosed with the written consent of
          Company.


                             7.  COMPETITION

     7.1  During the term of this Agreement, Employee shall not:

          a.   Render same or similar services on behalf of any person or
               company, except he is allowed to practice law and wind
               down affairs of his private law practice, as needed.
               According to Superior Court and State Bar policy, it may
               become necessary to render legal services to existing
               clients, with their current cases.  Attorney will covenant
               and agree the C.E.O. informed in advance of the events, as
               well as will work additional time for Company in order to
               compensate for the time expended.

          b.   Permit his name to be used by, be engaged with, or carry
               on (either for himself or as a member of a partnership, or
               as a stockholder, officer or director of a corporation, or
               as an employee, agent, associate or consultant of any
               person, or corporation) any business that is competitive
               with or adverse to Company.  It is understood by the
               Parties that Employee has a professional law corporation,
               is licensed by the California State Bar, and for licensing
               and tax purposes, is not required to abandon professional
               identity.

          c.   Employee will, from time to time, continue his obligations
               as officer and member of service clubs, non-profit
               organizations, for the purpose of advertising said
               company, and upon approval of C.E.O.   The Company has the
               option of paying for dues, if offered.



                             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 GENERAL
     COUNSEL;

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          b.   For illegal conduct, constituting a crime involving moral
     turpitude, conviction of a felony, or any conduct detrimental to the
     interest 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 C.E.O. that the continued employment of
     GENERAL COUNSEL is detrimental to the best interest 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.



                           9.  CLIENT RECORDS

     9.1  It is expressly understood that all legal files, documents
          and/or records for Company provided to Employee by Company
          and/or work product produced by Employee or Company constitute
          the property of Company.  Upon termination of his employment,
          Employee shall deliver said files/documents to Company.


                             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 services to be rendered and
          fees to be paid, such disagreement shall first be submitted to
          the C.E.O. of Company for resolution and if not resolved by and
          between the parties, 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

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          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 shall be in Orange County, or as
          agreed to by the parties.


                     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, 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, 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 matters herein, and
          supersedes all prior agreements.


                              14.  NOTICES

     14.1 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:

                         Harold R. Stokes
                         18301 Irvine Blvd, Suite 108
                         Tustin, CA  92780

                    If to Company:

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

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                         15.  FURTHER DOCUMENTS

     15.1 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.


                          16.  VIOLATION OF LAW

     16.1 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.


                              17.  WAIVERS

     17.1 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.


                           18. CONTRACT REVIEW

     I hereby agree to the above and certify that I have read the
foregoing and fully understand the meaning and effect thereof, and
intending to be legally bound, execute this agreement on this 28 day of
November, 2001, in Irvine, California.


By:  /s/ HAROLD R. STOKES                         November 28, 2001
   -----------------------------------            -----------------
     Harold R. Stokes, Employee                   Date


By:  /s/ MARK ELLIS                               November 28, 2001
   -----------------------------------            -----------------
     Mark Ellis, C.E.O. of Universal Broadband    Date