Exhibit 10.19


                  INDEPENDENT CLIENT SERVICE AGREEMENT

This Agreement is made and entered into by and between Universal
Broadband Communications, Inc., 18200 Von Karman Avenue, 10th Floor,
Irvine, CA 92612, telephone number 949-474-1500,  fax number 949-474-1330
(hereinafter "Client") and Commerce Development Corporation, Ltd.,
(hereinafter "Contractor") with principal offices at 8880 Rio San Diego
Drive, 8th Floor, San Diego, CA 92108, telephone number 760-846-0320, fax
number 619-209-6078.

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, Contractor operates a legitimate business and desires to provide
services for Client 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 agree to:

a. Advise and assist in reviewing Client's customer business portfolios
and other business assets.

b. Advise, assist and provide business contacts to Client for possible
mergers & acquisitions, which include but not limited to seek a spin-off
merger shell, preparing the Client for merger and into a publicly traded
company, locating a legal and audit team to complete a public traded
company task on or about December 31, 2002.

c. Advise, assist and provide business management and infrastructure
consulting services.


     2. TERMS OF PAYMENT. Client shall pay Contractor for the above
described services, as the same are reasonably and acceptably provided
and within 5 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:

a. Client will issue to Contractor One Hundred Thousand shares of
Client's Common Stocks as a success fee upon completion of task 1b of
this agreement.

b. Contractor will receive $100,000 in cash payments or Two Hundred
Thousand shares of Client's Common Stocks after receipt of an invoice for
services provided herein.  The payment terms shall expire on or about
December 31, 2002.

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     3. EXPENSES AND EXPENSE REIMBURSEMENT.  Client shall reimburse
Contractor and make payment for requested or necessary pre-approved
travel and expenses from Contractor's home base.  Any such charges or
requests for reimbursement for these agreed charges shall be invoiced and
may be paid separately by Client 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, 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 _____________.


     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 workers' 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 for approximately the next 120 days from the effective signing
date hereof.  It may be renewed on a monthly basis with the agreement of
the parties.  Neither party may terminate this agreement by providing the
other party a written 15 days notice.


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

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<PAGE>
Agreed to be effective this 30th  day of August 2002 at City of San
Diego, San Diego County, California.




Universal Broadband Communication, Inc.,     CONTRACTOR
          ("CLIENT")



/s/ Mark Ellis                               /s/ Andrew Mercer
----------------------------                 ----------------------------
Signature                                    Signature

Mark Ellis                                   Andrew E. Mercer
----------------------------                 ----------------------------
Printed Name                                 Printed name

CEO                                          CEO
----------------------------                 ----------------------------
Title                                        Title


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