INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 4.2

                        INDEPENDENT CONTRACTOR AGREEMENT

      This Independent Contractor Agreement ("Agreement") is made and effective

this 20th day of August 2004, by and between Benjamin Mauerberger ("Consultant")

and Global Wireless Satellite Networks (USA), Inc., a Delaware corporation

("Company")

      WHEREAS, Company desires to engage Consultant to perform certain services

for the Company, pursuant to the terms and conditions stated in this Agreement,

and

      WHEREAS, Consultant desires to perform certain services for Company,

pursuant to the terms and conditions stated herein.

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises

and covenants herein contained, the parties agree as follows:

1. Services to be Performed. Company desires that Consultant perform, and

Consultant agrees to perform the following services for the Company in the

indicated capacities:

      o     Actively attempt to locate a suitable merger candidate as well as

            analyze and perform proper due diligence functions through

            consummation of such transaction. In the event that Company

            identifies such a candidate, Consultant shall assist Company in the

            foregoing functions, at no additional expense to the Company, in

            order to consummate such merger. Consultant shall spend no less than

            10 hours per month performing the duties enumerated herein.

2. Consultant's Performance. All work done by Consultant shall be of the highest

professional standard and shall be performed to Company's reasonable

satisfaction.

3. Status. Consultant's status under this Agreement shall be that of an

independent consultant, and not that of an agent or employee. Consultant

warrants and represents that he has complied with all federal, state and local

laws regarding business permits and licenses that may be required for him to

perform the work as set forth in this Agreement.

4. Terms of Compensation. In the event Consultant successfully performs all

services found in Section 1 of this Agreement, Company shall compensate

Consultant by issuing him One Million Seven Hundred Fifty Thousand Shares

(1,750,000) shares of common stock ("Shares"). Within 30 days after the

completion of such a merger, the Company shall file a registration statement on

Form S-8 and the Consultant shall have the right to register the Shares pursuant

to that registration statement or if such form of registration statement is no

longer available to Consultant as a result of the adoption of new laws with

respect to such form.

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5. Reimbursement of Expenses. Company shall reimburse Consultant for reasonable

monthly expenses provided the expenses are documented in writing by Consultant

to the satisfaction of the Company.

6. Termination. This Agreement may be terminated at anytime by Consultant during

the term hereof with 90 days written notice. Further, this Agreement may be

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