Exhibit EX-3.(ii)


                           BY-LAWS OF BRIGHTCUBE, INC.

ARTICLE  I  -  OFFICES

The principal office of the corporation in the State of Utah shall be located in
the City of Layton, County of Layton, County of Davis. The Corporation may have
such other offices either within or without the state of incorporation as the
board of directors may designate or as the business of the corporation may from
time to time require.

ARTICLE  II  -  STOCKHOLDERS

1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the
23rd day of January in each year, beginning with the year 1987 at the hour three
o'clock P.M. for the purpose of electing directors and for the transaction' of
such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.

2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the president
or by the directors, and shall be called by the president at the request of the
holders of not less than ten percent of all the outstanding shares of the
corporation entitled to vote at the meeting.

3. PLACE OF MEETING. The directors may designate any place, either within or
without the State unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting called by the
directors. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any placer either within or without the state unless
other-wise prescribed by statute, as the place for holding such meeting. If no
designation is made, or if a special meeting be otherwise culled, the place of
meeting shall be the principal office of the corporation.

4. NOTICE OF MEETING. Written or printed 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 not less than Ten nor more than
thirty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the officer or persons
calling the meeting to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
pre-paid.

5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of
determining stockholders-entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or stockholders entitled to receive
payment of any dividend, or in order to make a determination of stockholders for
any other proper purpose, the directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, thirty days. If the stock transfer books shall be closed for the



purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books
the directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than thirty
days and, in case of a meeting of stockholders, not less than ten days prior to
the date on which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stock-holders 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 directors declaring such dividend is
adapted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

6. VOTING LISTS. The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, at least ten days before each meeting
of stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the principal office of
the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced And kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.

7. QUORUM. At any meeting of stockholders one-third of the outstanding shares of
the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact, business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

8. PROXIES. At all meetings of stockholders a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.

9. VOTING. Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholders the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions



shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.

10. ORDER OF BUSINESS. The order of business at all meetings of the
stockholders, shall be as follows:

1.  Roll  Call.
2.  Proof  of  notice  of  meeting  or  waiver  of  notice.
3.  Reading  of  minutes  of  preceding  meeting.
4.  Reports  of  officers.
5.  Reports  of  Committees.
6.  Election  of  Directors.
7.  Unfinished  Business.
8.  New  Business.

11. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided by law, any
action required to be taken at a meeting of the shareholders or any other action
which may be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

ARTICLE  III  -  BOARD  OF  DIRECTORS

1. GENERAL POWERS The business and affair of the corporation shall be managed by
its board of directors. The directors shall in all cases act as a board, and
they may adopt such rules and regulations for the conduct of their meetings and
the management of the corporation as they may deem proper, not inconsistent with
these by-laws and the laws of this State.

2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation
shall be no less than three. Each director shall hold office until the next
annual meeting of stockholders and until his successor shall have been elected
and qualified.

3. REGULAR MEETINGS. A regular meeting of the directors shall be held without
other notice than this by-law immediately after, and at the same place as the
annual meeting of stockholders. The directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution.

4. SPECIAL MEETINGS. Special meetings of the directors may be called by or at
the request of the president or any two directors. The person or persons
authorized to call special meetings of the directors may fix the place for
holding any special meeting of the directors called by them.

5. NOTICE. Notice of any special meeting shall be given at least three days
previously thereto by written notice delivered personally, or by telegram or
mailed to each director at his business address. 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 be given by telegram such notice shall



be deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a director at a 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.

6. QUORUM. At any meeting of the directors a majority shall constitute a quorum
for the transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

7. MANNER OF ACTING. The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the directors.

8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships
resulting from an increase in the number of directors and vacancies occurring in
the board for any reason except the removal of directors without cause may be
filled by a vote of a majority of the directors then in office, although less
than a quorum exists. Vacancies occurring by reason of the removal of directors
without cause shall be filled by vote of the stockholders. A director elected to
fill a vacancy caused by resignation, death or removal shall be elected to hold
office for the unexpired term of his predecessor.

9. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause by
vote of the stockholders or by action of the board. Directors may be removed
without cause only by vote of the stockholders.

10. RESIGNATION. A director may resign at any time by giving written notice to
the board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.

11. COMPENSATION. No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a
meeting of the directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless lie shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment therefor 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.



13. EXECUTIVE AND OTHER COMMITTEES. The board by resolution may designate from
among its members an executive committee and other committees, each consisting
of three or more directors. Each such committee shall serve at the pleasure of
the board.

ARTICLE  IV  OFFICERS

1. NUMBER. The officers of the corporation shall be a president, a
vice-president, a secretary and a treasurer, each of whom shall be elected by
the directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the directors.

2. ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by
the directors shall be elected annually at the first meeting of the directors
held after each annual meeting of the stockholders. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death, or until he shall resign or shall have been removed in the
manner hereinafter provided.

3. REMOVAL. Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

4. VACANCIES. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.

5. PRESIDENT. The president shall be the principal executive officer of the
corporation and subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of the
directors. He may sign, with the secretary or, any other proper officer of the
corporation thereunto authorized by the directorship certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.

6. VICE-PRESIDENT. In the absence of the president or in event of his death,
inability or refusal to act, the vice-president shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. The vice-president shall perform such
other duties as from time to time may be assigned to him by the President or by
the directors.

7. SECRETARY. The secretary shall keep the minutes of the stockholders' and of
the directors', meetings in one or more books provided for that purpose, see
that all notices are duly given in accordance with the provisions of these
by-laws or as required, be custodian of the corporate records and of the seal of



the corporation and keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder, have
general charge of the stock transfer books of the corporation and in general
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the directors.

8. TREASURER. If required by the directors, the treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.

9. SALARIES. The salaries of the officers shall be fixed from time to time by
the directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.

ARTICLE  V  -  CONTRACTS,  LOANS,  CHECKS  AND  DEPOSITS

1. CONTRACTS. The directors may authorize any officer or officers, agent or
agents to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances.

2. LOANS. No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the directors. Such authority may be general or confined to
specific instances.

3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of
moneys notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be deter-mined by
resolution of the directors.

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 directors may select.

ARTICLE  VI  CERTIFICATES  FOR  SHARES  AND  THEIR  TRANSFER

1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation
shall be in such form as shall be determined by the directors. Such certificates
shall be signed by the president and by the secretary or by such other officers
authorized by law and by the directors. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
stockholders the number of shares and date of issue, shall be entered on the



stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate anew one may be issued therefor upon such terms and indemnity to the
corporation as the directors may prescribe.

2. TRANSFERS OF SHARES. (a) upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the corporation which shall be kept at
its principal office. (b) The corporation shall be entitled to treat the holder
of record of any share as the holder in fact thereof, and, accordingly, 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, except as expressly provided by the laws of this state.

ARTICLE  VII  FISCAL  YEAR

The fiscal year of the corporation shall begin on the last day of the month in
each year as elected by the Directors.

ARTICLE  VIII  -  DIVIDENDS

The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

ARTICLE  IX  -  SEAL

The directors shall provide a corporate seal which shall be circular inform and
shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".

ARTICLE  X  WAIVER  OF  NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to
any stockholder or director of the corporation under the provisions of these
by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

ARTICLE  XI  AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted
by a vote of the stockholders representing a majority of all the shares issued
and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.