Exhibit 3.5

                                 BYLAWS

                                   OF

                UNIVERSAL BROADBAND COMMUNICATIONS, INC.

                          A NEVADA CORPORATION



     The directors of UNIVERSAL BROADBAND COMMUNICATIONS, INC., hereby
adopt the following Bylaws as of the 1st day of December 2001.


                                ARTICLE 1

                                 OFFICES
                                 -------

     1.1 BUSINESS OFFICE.  The principal office and place of business of
the corporation shall be at 18200 Von Karman Avenue, 10th Floor, Irvine,
California 92612.  The Corporation will maintain a principal office or
place of business in the State of California.  Other offices and places
of business may be established from time to time by resolution of the
Board of Directors or as the business of the corporation may require.

     1.2 REGISTERED OFFICE.  The registered office of the corporation may
change from time to time by the resolution of the Board of Directors.


                               ARTICLE II

                       SHARES AND TRANSFER THEREOF
                       ---------------------------

     2.1 REGULATION.  The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the issuance, transfer
and registration of certificates for shares of the corporation, including
the appointment of transfer agents and registrars.

     2.2 CERTIFICATES FOR SHARES. Certificates representing shares of the
corporation shall be respectively numbered serially for each class of
shares, or series thereof, as they are issued, shall be impressed with
the corporate seal or a facsimile thereof, and shall be signed by the
Chairman of the Board of Directors or by the President or by the
Treasurer or by the Secretary; provided that any or all of the signatures
may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the

                                    1
<PAGE>
corporation itself or its employee.  Each certificate shall state the
name of the corporation, the fact that the corporation is organized or
incorporated under the laws of the State of Nevada, the name of the
person to whom issued, the date of issue, the class (or series of any
class), the number of shares represented thereby and the par value of the
shares represented thereby or a statement that such shares are without
par value.  A statement of the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the shares of
each class shall be set forth in full or summarized on the face or back
of the certificates which the corporation shall issue, or in lieu
thereof, the certificate may set forth that such a statement or summary
will be furnished to any shareholder upon request without charge.  Each
certificate shall be otherwise in such form as may be prescribed by the
Board of Directors and as shall conform to the rules of any stock
exchange on which the shares may be listed.  The corporation shall not
issue certificates representing fractional shares and shall not be
obligated to make any transfers creating a fractional interest in a share
of stock.  The corporation may issue scrip in lieu of any fractional
shares, such scrip to have terms and conditions specified by the Board of
Directors.

     2.3 CANCELLATION OF CERTIFICATES.  All certificates surrendered to
the corporation for transfer shall be cancelled and no new certificates
shall by issued in lieu thereof until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as
herein provided with respect to lost, stolen or destroyed certificates.

     2.4 LOST, STOLEN OR DESTROYED CERTIFICATES. Any shareholder claiming
that his/her certificate for shares is lost, stolen or destroyed may make
an affidavit or affirmation of the fact and lodge the same within the
Secretary of the corporation, accompanied by a signed application for a
new certificate.  Thereupon, and upon the giving of a satisfactory bond
of indemnity to the corporation not exceeding an amount double the value
of the shares as represented by such certificate (the necessity for such
bond and the amount required to be determined by the President and
Treasurer of the corporation), a new certificate may be issued of the
same tenor and representing the same number, class and series of shares
as were represented by the certificate alleged to be lost, stolen or
destroyed.

     2.5 TRANSFER OF SHARES.  Subject to the terms of any shareholder
agreement relating to the transfer of shares or other transfer
restrictions contained in the Certificate of Incorporation or authorized
therein, shares of the corporation shall be transferable on the books of
the corporation by the holder thereof in person or by his/her duly
authorized attorney, upon the surrender and cancellation of a certificate
or certificates for a like number of shares.  Upon presentation and
surrender of a certificate for shares properly endorsed and payment of
all taxes thereof, the transferee shall be entitled to a new certificate
or certificates in lieu thereof.  As against the corporation, a transfer
of shares can be made only on the books of the corporation and in the
manner herein above provided, and the corporation shall be entitled to
treat the holder of record of any share as

                                    2
<PAGE>
the owner thereof and shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, save as
expressly provided by specific securities regulations and/or by the
statutes of the State of Nevada and California.

     2.6 TRANSFER AGENT. Unless otherwise specified by the Board of
Directors by resolution, the Secretary of the Board shall act as transfer
agent of the certificates representing the shares of stock of the
corporation.  He shall maintain a stock transfer book, the stubs in which
shall set forth among other things, the names and addresses of the
holders of all issued shares of the corporation, the number of shares
held by each, the certificate numbers representing such shares, the date
of issue of the certificates representing such shares, and whether or not
such shares originate from original issue or from transfer.  Subject to
Section 3.7, the names and addresses of the shareholders as they appear
on the stubs of the stock transfer book shall be conclusive evidence as
to who are the shareholders of record and as such entitled to receive
notice of the meetings of shareholders; to vote at such meetings; to
examine the list of the shareholders entitled to vote at meetings; to
receive dividends; and to own, enjoy and exercise any other property or
rights deriving from such shares against the corporation.  Each
shareholder shall be responsible for notifying the Secretary in writing
of any change in his/her name or address and failure so to do will
relieve the corporation, its directors, officers and agents, from
liability for failure to direct notices or other documents, or pay over
or transfer dividends or other property or rights, to a name or address
other than the name and address appearing on the stub of the stock
transfer book.

     2.7 CLOSE OF TRANSFER BOOK AND RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting
of shareholders, or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated
period, but not to exceed, in any case, fifty days.  Shall the stock
transfer books be closed for the purpose of determining shareholders
entitled to notice of, or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such
meeting.  In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than
fifty days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If the stock transfer
books are not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend,
the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided
in this

                                    3
<PAGE>
section, such determination shall apply to any adjournment thereof.


                               ARTICLE III

                    SHAREHOLDERS AND MEETINGS THEREOF
                    ---------------------------------

     3.1 SHAREHOLDERS OF RECORD. Only shareholders of record on the books
of the corporation shall be entitled to be treated by the corporation as
holders in fact of the shares standing in their respective names, and the
corporation shall not be bound to recognize any equitable or other claim
to, or interest in, any shares on the part of any other person, firm or
corporation.  Whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Nevada.

     3.2 MEETINGS. Meetings of shareholders shall be held at the
principal office of the corporation, or at such other place as specified
from time to time by the Board of Directors.  If the Board of Directors
shall specify another location such change in location shall be recorded
on the notice calling such meeting.

     3.3 ANNUAL MEETING. In the absence of a resolution of the Board of
Directors providing otherwise, the annual meeting of shareholders of the
corporation shall be held on the 1st Friday of March of every year for
the election of directors, and for the transaction of such other business
as may properly come before the meeting, shall be held at such time as
may be determined by the Board of Directors by resolution in conformance
with Nevada and California law.  If the election of Directors shall not
be held on the day so designated for any annual meeting of the
shareholders, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as may be
convenient.

     3.4 SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be
called by the President, the Board of Directors, the holders of not less
than one-tenth of all the shares entitled to vote at the meeting, or
legal counsel of the corporation as last designated by resolution of the
Board of Directors.

     3.5 NOTICE. Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered unless otherwise
prescribed by statute not less than ten days nor more than sixty days
before the date of the meeting, either personally or by mail, by or at
the direction of the President, the Secretary, or the officer or person
calling the meeting to each shareholder of record entitled to vote at
such meeting; except that, if the authorized shares are to be increased,
at least thirty days notice shall be given, and if the sale of all or
substantially all of the corporation's assets is to be voted upon, at
least twenty days'

                                    4
<PAGE>
notice shall be give.  Any shareholder may waive notice of any meeting.
Notice to shareholders of record, if mailed, shall be deemed given as to
any shareholder of record, when deposited in the United States mail,
addressed to the shareholder at his/her address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid,
but if three successive letters mailed to the last-known address of any
shareholder of record are returned as undeliverable, no further notices
to such shareholder shall be necessary, until another address for such
shareholder is made known to the corporation.

     3.6 MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall
meet at any time and place, either within or without the State of
California, and consent to the holding of a meeting at such time and
place, such meeting shall be valid without call or notice, and at such
meeting any corporate action may be taken.

     3.7 VOTING RECORD. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten
days before such meeting of shareholders, a complete record of the
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address and
the number of shares held by each.  The record, for a period of ten days
prior to such meeting, shall be kept on file either at a place within the
city where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where
the meeting is to be held, whether within or without the State of
California, and shall be subject to inspection by any shareholder for any
purpose germane to the meeting at any time during usual business hours.
Such record shall be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder for any
purpose germane to the meeting during the whole time of the meeting for
the purposes thereof.  The original stock transfer books shall be the
prima facie evidence as to who are the shareholders entitled to examine
the record or transfer books or to vote at any meeting of shareholders.

     3.8 QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, except as otherwise provided by
the Nevada and/or California Corporate Codes and the Certificate of
Incorporation.  In the absence of a quorum at any such meeting, a
majority of the shares so represented may adjourn the meeting from time
to time.  When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken.  At the
adjourned meeting the corporation may transact any business, which might
have been transacted at the original meeting.  If the adjournment is for
more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.

                                    5
<PAGE>
     3.9 MANNER OF ACTING. If a quorum is present, the affirmative vote
of the majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders, unless
the vote of a greater proportion or number or voting by classes is
otherwise required by statue or by the Certificate of Incorporation or
these Bylaws.

     3.10 PROXIES. At all meetings of shareholders a shareholder may vote
in person or by proxy executed in writing by the shareholder or by
his/her duly authorized attorney-in-fact.  Such proxy shall be filed with
the Secretary of the corporation before or at the time of the meeting.
No proxy shall be valid after expiration of eleven (11) months from the
date of execution thereof, unless otherwise provided in the proxy.

     3.11 VOTING OF SHARES. Unless otherwise provided by these Bylaws or
the Certificate of Incorporation, each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders, and each fractional share shall be entitled to a
corresponding fractional vote on each such matter.

     3.12 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy
as the bylaws of such corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such other corporation may
determine.  Shares standing in the name of a deceased person, a minor
ward or an incompetent person, may be voted by his/her administrator,
executor, court appointed guardian or conservator, either in person or by
proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian or conservator.  Shares
held by a trustee may be voted by such trustee either in person or by
proxy.  Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into receiver's name
if authority so to do be contained in an appropriate order of the court
by which such receiver was appointed.

     A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares
so transferred.  Neither shares of its own stock belonging to this
corporation, nor shares of its own stock held by it in a fiduciary
capacity, nor shares of its own stock held by another corporation if the
majority of shares entitled to vote for the election of directors of such
corporation is held by this corporation may be voted, directly or
indirectly, at any meeting and shall not be counted in determining the
total number of outstanding shares at any given time.  Redeemable shares
which have been called for redemption shall not be entitled to vote on
any matter and shall not be deemed outstanding shares on and after the
date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has been
irrevocably deposited or set aside to pay the redemption price to the
holders of the shares upon surrender of certificates thereof.

                                    6
<PAGE>
     3.13 VOTING BY BALLOT. Voting on any question or in any election may
be by voice vote unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

     3.14 CUMULATIVE VOTING. No shareholder shall be permitted to
cumulate his/her votes by giving one candidate as many votes as the
number of such directors multiplied by the number of his/her shares shall
equal, or by distributing such votes on the same principal among any
number of candidates.


                               ARTICLE IV

                     DIRECTORS, POWERS AND MEETINGS
                     ------------------------------

     4.1 BOARD OF DIRECTORS. The business and affairs of the corporation
shall be managed by a board of not less than two (2) nor more than seven
(7) directors.  Directors need not be shareholders of the corporation.
The CEO shall appoint the initial Directors for UBC prior to the first
annual meeting.  Directors will be introduced to the shareholders and
thereafter on an annual basis elected or approved pursuant to these
bylaws.  Directors shall hold office until the next succeeding annual
meeting of shareholders and until they are reaffirmed and/or their
successors shall have been elected.  The Board of Directors may increase
or decrease the number of directors by resolution.

     4.2 REGULAR MEETINGS. A regular, annual meeting of the Board of
Directors shall be held at Corporate Headquarters of the same place as,
and immediately after, the annual meeting of shareholders.  No notice
shall be required in connection therewith.  The annual meeting of the
Board of Directors shall be for the purpose of electing officers and the
transaction of such other business as may come before the meeting.  The
Board of Directors may provide, by resolution, the time and place, either
within or without the State of California, for the holding of additional
regular meetings without other notice than such resolution.

     4.3 SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the Chairman and/or CEO or any two
directors.  The person or persons authorized to call special meetings of
the Board of Directors may fix any place, other than corporate
headquarters.

     4.4 NOTICE. Written notice of any special meeting of directors shall
be given as follows:

          (a) By mail to each director at his/her business address at
least three days prior to the meeting; or

          (b) By personal delivery or telegram at least twenty-four hours
prior to the meeting

                                    7
<PAGE>
to the business address of each director, or in the event such notice is
given on a Saturday, Sunday or holiday, to the residence address of each
director.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage thereon
prepaid.  If notice is given by telegram, such notice shall be deemed
delivered when the telegram is delivered to the telegraph company.  Any
director may waive notice of any meeting.  The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such
meeting.

     4.5 PARTICIPATION BY ELECTRONIC MEANS. Except as may be otherwise
provided by the Certificate of Incorporation or Bylaws, members of the
Board of Directors or any committee designated by such Board may
participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time.  Such
participation shall constitute presence in person at the meeting.

     4.6 QUORUMS AND MANNER OF ACTING. A quorum at all meetings of the
Board of Directors shall consist of a majority of the number of directors
then holding office, but a smaller number may adjourn from time to time
without further notice, until a quorum is secured.  The act of the
majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

     4.7 ORGANIZATION. The Board of Directors shall elect a chairman to
preside at each meeting of the Board of Directors.  The Board of
Directors shall elect a Secretary to record the discussions and
resolutions of each meeting.

     4.8 PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the
action taken unless his/her dissent shall be entered in the minutes of
the meeting or unless he/she shall file his/her written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to
the Secretary of the corporation immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who voted
in favor of such action.

     4.9 INFORMAL ACTION BY DIRECTORS. Any action required or permitted
to be taken by the Board of Directors, or a committee thereof, at a
meeting may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the directors or all
the committee members entitled to vote with respect to the subject matter
thereof.

     4.10 VACANCIES. Any vacancy occurring in the Board of Directors may
be filled by the

                                    8
<PAGE>
affirmative vote of a majority of the remaining directors though less
than a quorum of the Board of Directors.  A director elected to fill a
vacancy shall be elected for the unexpired term of his/her predecessor in
office, and shall hold such office until his/her successor is duly
elected and shall qualify.  Any directorship to be filled by reason of an
increase in the number of directors shall be filled by the affirmative
vote of a majority of the directors then in office or by an election at
an annual meeting, or at a special meeting of shareholders called for
that purpose.  A director chosen to fill a position resulting from an
increase in the number of directors shall hold office only until the next
election of directors by the shareholders.

     4.11 COMPENSATION. By resolution of the Board of Directors and
irrespective of any personal interest of any of the members, each
director may be paid his/her expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as
director or a fixed sum for attendance at each meeting of the Board of
Directors or both.  No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
thereof.

     4.12 REMOVAL OF DIRECTORS. Any director or directors of the
corporation may be removed at any time, with or without cause in the
manner provided in the California Corporation Code.

     4.13 RESIGNATIONS. A director of the corporation may resign at any
time by giving written notice to the Board of Directors, President or
Secretary of the corporation.  The resignation shall take effect upon the
date of receipt of such notice, or at any later period of time specified
therein.  The acceptance of such resignation shall not be necessary to
make it effective, unless the resignation requires it to be effective as
such.

     4.14 GENERAL POWERS. The business and affairs of the corporation
shall be managed by the Board of Directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are
allowed by California and Nevada Code or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or
done by the shareholders.  The directors shall pass upon an and all bills
or claims of officers for salaries or other compensation and, if deemed
advisable, shall contract with officers, employees, directors, attorneys,
accountants, and other persons to render services to the corporation.


                                ARTICLE V

                                OFFICERS
                                --------

     5.1 TERMS AND COMPENSATION. The elective officers of the corporation
shall consist of at least a President, a Secretary and a Treasurer, each
of whom shall be eighteen years or

                                    9
<PAGE>
older and who shall be elected by the Board of Directors at its annual
meeting.  Unless removed in accordance with procedures established by
law and these Bylaws, the said officers shall serve until the next
succeeding annual meeting of the Board of Directors and until their
respective successors are elected and shall qualify.  Any number of
offices, but not more than two, may be held by the same person at the
same time, except that one person may not simultaneously hold the
offices of President and Secretary.  The Board may elect or appoint
such other officers and agents as it may deem advisable, who shall
hold office during the pleasure of the Board.

     5.2 POWERS. The officers of the corporation shall exercise and
perform the respective powers, duties and functions as are stated below,
and as may be assigned to them by the Board of Directors.

          (a) The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction and control of the business and
officers of the corporation.  He shall preside, when present, at all
meetings of the shareholders and of the Board of Directors unless the
Board of Directors elects a different chairman at such meetings.

          (b) In the absence or disability of the President, the Vice-
President or Vice-Presidents, if any, in order of their rank as fixed by
the Board of Directors, and if not ranked, the Vice-Presidents in the
order designated by the Board of Directors, shall perform all the duties
of the President, and when so acting shall have all the powers of, and be
subject to all the restrictions of the President.  Each Vice-President
shall have such other powers and perform such other duties as may from
time to time be assigned to him by the President or the Board of
Directors.

          (c) The Secretary shall keep accurate minutes of all meetings
of the shareholders and the Board of Directors unless the Board of
Directors elects a different Secretary at such meetings.  He/she shall
keep, or cause to be kept proof of service of notice requirements and a
record of the shareholders of the corporation and shall be responsible
for the delivering notice of meetings of the shareholders or the Board of
Directors.  The Secretary shall be custodian of the records and of the
seal of the corporation and shall attest the affixing of the seal of the
corporation when so required.  The Secretary or Assistant Secretary shall
sign all stock certificates.  The Secretary shall perform all duties
commonly incident to his/her office and such other duties as may from
time to time be assigned by the President or the Board of Directors.

          (d) An Assistant Secretary may, at the request of the
Secretary, or in the absence or disability of the Secretary, perform all
of the duties of the Secretary.  He/she shall perform such other duties
as may be assigned by the President or by the Secretary.

          (e) The Treasurer, subject to the order of the Board of
Directors, shall have the

                                   10
<PAGE>
care and custody of the money, funds, valuable papers and documents of
the corporation.  He/she shall keep accurate books of accounts of the
corporation's transactions, which shall be the property of the
corporation, and shall render financial reports and statements of
condition of the corporation when so requested by the Board of Directors
or President.  The Treasurer shall perform all duties commonly incident
to his/her office and such other duties as may from time to time be
assigned by the President or the Board of Directors.  In the absence or
disability of the President and Vice-President or Vice-Presidents, the
Treasurer shall perform the duties of the President.

          (f) An Assistant Treasurer may, at the request of the
Treasurer, or in the absence or disability of the Treasurer, perform all
of the duties of the Treasurer.  He/she shall perform such other duties
as may be assigned by the President or by the Treasurer.

     5.3 COMPENSATION. All officers of the corporation may receive
salaries or other compensation if so ordered and fixed by the Board of
Directors.  The Board of Directors shall have authority to fix salaries
in advance for stated periods or render the same retroactive, as the
Board may deem advisable.

     5.4 DELEGATION OF DUTIES. In the event of absence or inability of
any officer to act, the Board of Directors may delegate the powers or
duties of such officer to any other officer, director or person whom it
may select.

     5.5 BONDS. If the Board of Directors by resolution shall so require,
any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the Board of Directors
may deem sufficient, conditioned upon the faithful performance of their
respective duties and offices.

     5.6 REMOVAL. Any officer or agent may be removed by the Board of
Directors or by the executive committee, if any, whenever in its judgment
the best interest of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed.  Election or appointment of an officer or agent shall
not, of itself, create contract rights.


                               ARTICLE VI

                                 FINANCE
                                 -------

     6.1 RESERVE FUNDS.  The Board of Directors, in its uncontrolled
discretion, may set aside from time to time, out of the net profits or
earned surplus of the corporation, such sum or sums as it deems expedient
as a reserve fund to meet contingencies, for equalizing dividends, for
maintaining any property of the corporation, and for any other purpose.

                                   11
<PAGE>
     6.2 BANKING. The monies of the corporation shall be deposited in the
name of the corporation in such bank or banks or trust company or trust
companies, as the Board of Directors shall designate, and may be drawn
out only on checks signed in the name of the corporation by such person
or persons as the Board of Directors, by appropriate resolution, may
direct.  Notes and commercial paper, when authorized by the Board, shall
be signed in the name of the corporation by such officer or officers or
agent or agents as shall thereunto be authorized from time to time.


                               ARTICLE VII

                                DIVIDENDS
                                ---------

     Subject to the provisions of the Certificate of Incorporation
federal securities regulations if applicable, the laws of the State of
California and Nevada, the Board of Directors may declare dividends
whenever, and in such amounts, as in the Board's opinion the condition of
the financial affairs of the corporation shall render such advisable.


                              ARTICLE VIII

                       CONTRACTS, LOANS AND CHECKS
                       ---------------------------

     8.1 EXECUTION OF CONTRACTS. Except as otherwise provided by statute
or by these Bylaws, the Board of Directors may authorize any officer or
agent of the corporation to enter into any contact, or execute and
deliver any instrument in the name of, and limit the amount of the
contract that can be executed without Board approval on behalf of the
corporation.  Such authority may he general or confined to specific
instances and, unless so authorized, no officer, agent or employee shall
have any power to bind the corporation for any purpose, except as may be
necessary to enable the corporation to carry on its normal and ordinary
course of business.

     8.2 LOANS. No loans shall be contracted on behalf of the corporation
and no negotiable paper shall be issued in its name unless authorized by
the Board of Directors.  When so authorized, any officer or agent of the
corporation may affect loans and advances at any time for the corporation
from any bank, trust company or institution, firm, corporation or
individual.  An agent so authorized may make and deliver promissory notes
or other evidence of indebtedness of the corporation and may mortgage,
pledge, hypothecate or transfer any real or personal property held by the
corporation as security for the payment of such loans.  Such authority,
in the Board of Director's discretion, may be general or confined to
specific instances.

     8.3 CHECKS. Checks, notes, drafts and demands for money or other
evidence of

                                   12
<PAGE>
indebtedness issued in the name of the corporation shall be signed by
such person or persons as designated by the Board of Directors and in the
manner the Board of Directors prescribes.

     8.4 DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in
such banks, trust companies or other depositories as the Board of
Directors may select.


                               ARTICLE IX

                               FISCAL YEAR
                               -----------

     The fiscal year of the corporation shall be the year adopted by
resolution of the Board of Directors.


                                ARTICLE X

                             CORPORATE SEAL
                             --------------

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words "CORPORATE
SEAL".


                               ARTICLE XI

                               AMENDMENTS
                               ----------

     These Bylaws may be altered, amended or repealed and new Bylaws may
be adopted by a majority of the Directors present at any meeting of the
Board of Directors of the corporation at which a quorum is present.


                               ARTICLE XII

                           EXECUTIVE COMMITTEE
                           -------------------

     12.1 APPOINTMENT. The Board of Directors by resolution adopted by a
majority of the full Board, may designate two or more of its members to
constitute the executive committee and other committees as established by
the Board of Director's Governance Rules.  The designation of such
committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any
responsibility imposed by

                                   13
<PAGE>
law.  Executive Committee shall consist of the CEO and one or two
Directors appointed by the Chairman of the Board.

     12.2 AUTHORITY. The executive committee, when the Board of Directors
is not in session shall have and may exercise all of the authority of the
Board of Directors except to the extent, if any, that such authority
shall be limited by the resolution appointing the executive committee and
except also that the executive committee shall not have the authority of
the Board of Directors in reference to amending the Certificate of
Incorporation, adopting a plan of merger or consolidation, recommending
to the shareholders the sale, lease or other disposition of all or
substantially all of the property and assets of the corporation otherwise
than in the usual and regular course of its business, recommending to the
shareholders a voluntary dissolution of the corporation or a revocation
thereof, or amending the Bylaws of the Corporation.

     12.3 TENURE AND QUALIFICATIONS.  Each member of the executive
committee shall hold office until the next regular annual meeting of the
Board of Directors and Shareholders following his/her designation.

     12.4 MEETINGS. Regular meetings of the executive committee may be
held without notice at such time and place as the executive committee may
fix from time to time by resolution.  Special meetings of the executive
committee may be called by any member thereof upon not less than one
day's notice stating the place, date and hour of the meeting, which
notice may be written or oral, and if mailed, shall be deemed to be
delivered when deposited in the United States mail addressed to the
member of the executive committee at his/her business address.  Any
member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in
person.  The notice of a meeting of the executive committee need not
state the business proposed to be transacted at the meeting.

     12.5 QUORUM. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at
which a quorum is present.

     12.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE. Any action required or
permitted to be taken by the executive committee at a meeting may be
taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the members of the committee entitled
to vote with respect to the subject matter thereof.

     12.7 VACANCIES. Any vacancy in the executive committee may be filled
by a resolution adopted by a majority of the full Board of Directors.

     12.8 RESIGNATIONS AND REMOVAL. Any member of the executive committee
may be

                                   14
<PAGE>
removed at any time with or without cause by resolution adopted by a
majority of the full Board of Directors.  Any member of the executive
committee may resign from the executive committee at any time by giving
written notice to the President or Secretary of the corporation and
unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

     12.9 PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these Bylaws and Board of Directors
Governance Rules.  It shall keep regular minutes of its proceedings and
report the same to the Board of Directors for its information at the
meeting thereof held next after the proceedings shall have been taken.


                              ARTICLE XIII

                            EMERGENCY BYLAWS
                            ----------------

     The Emergency Bylaws provided for in this Article shall be operative
during any emergency in the conduct of the business of the corporation
resulting from an attack on the United States or any nuclear or atomic
disaster, notwithstanding any different provision in the preceding
Articles or the Bylaws or in the Certificate of Incorporation of the
Corporation.  To the extent not inconsistent with the provisions of this
Article, the bylaws provided in the preceding articles shall remain in
effect during such emergency and upon its termination the Emergency
Bylaws shall cease to be operative.

     During any such emergency:

          (a) A meeting of the Board of Directors may be called by any
officer or director of the Corporation.  Notice of the time and place of
the meeting shall be given by the person calling the meeting to such of
the directors as it may be feasible to reach by any available means of
communication.  Such notice shall be given at such time in advance of the
meeting as circumstances permit in the judgment of the person calling the
meeting.

          (b) At any such meeting of the Board of Directors, a quorum
shall consist of the number of directors in attendance at such meeting.

          (c) The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the principal office
or designate several alternative principal offices or regional offices,
or authorize the officers so to do.

          (d) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession
in the event that during such an emergency any or all officers or agents
of the corporation shall for any reason be

                                   15
<PAGE>
rendered incapable of discharging their duties.

          (e) No officer, director or employee acting in accordance with
these Emergency Bylaws shall be liable except for willful misconduct.

          (f) These Emergency Bylaws shall be subject to repeal or change
by further action of the Board of Directors or by action of the
shareholders, but no such repeal or change shall modify the provision of
the preceding paragraph with regard to action taken prior to the time of
such repeal or change.  Any amendment of these Emergency Bylaws may make
any further or different provision that may be practical and necessary
for the circumstances of the emergency.


                               CERTIFICATE
                               -----------

     I hereby certify that the foregoing Bylaws constitute the Bylaws of
Universal Broadband Communications, Inc. adopted by the Board of
Directors of the Corporation.


                                   Signature: /s/ MARK ELLIS
                                             ----------------------------

                                   Name: Mark
                                        ---------------------------------

                                   Title: CEO

Secretary

/s/ HAROLD R. STOKES
-------------------------------
Harold Stokes



SEAL

                                   16