EXHIBIT 2.2

                                 BYLAWS
                                   OF
                         TRAFFIC TECHNOLGY, INC.

                           Article I:  Offices

     The Corporation may have such offices, either within or without
the State of Nevada, as the Board of Directors may designate or as
the business of the Corporation my require from time to time.

                         Article II:  Shareholders

     Section 1.  Annual Meeting.  The annual meeting of the
shareholders shall be held on such date during the calendar year as
may be designated by the Board of Directors.  If the day fixed for
the annual meeting shall be a legal holiday in the State of Nevada,
such meeting shall be held on the next succeeding business day.  If
the election of Directors shall be held on the day designated herein
for any annual meeting of the shareholders or at any adjournment
thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as
conveniently may be held.

     Section 2.  Special Meetings.  Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by at least
two members of the  Board of Directors, and shall be called by the
President at the request of the holders of not less than twenty
percent (20%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.

     Section 3.  Place of Meeting.  The Board of Directors may
designate any place, either within our without the State of Nevada,
unless otherwise prescribed by statute, as the place of meeting for
any annual meeting or for any special meeting.  A waiver of notice
signed by a majority of the outstanding shares entitled to vote at a
meeting may designate any place, either within our without the State
of Nevada, unless otherwise prescribed by statute, as the place for
the holding of such meeting.  If no designation is made, the place of
meeting shall be the executive offices of the Corporation.

     Section 4.  Notice of Meeting.  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 unless
otherwise prescribed by statute, be delivered not less than ten (10)
nor more than sixty (60) days before the date of the meeting, to each
shareholder 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 shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage
thereon prepaid.

     Section 5.  Closing of Transfer Books or Fixing of Record.  For
the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or
shareholders 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 of the Corporation may provide that the stock
transfer books shall be closed for a stated period, but not to exceed
in any case fifty (50) days.  If the stock transfer books shall 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 fifteen (15) 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 thirty (30) days and, in case of a meeting of shareholders, not
less than ten (10) 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 section, such
determination shall apply to any adjournment thereof.

     Section 6.  Voting Lists.  The officer or agent having charge of
the stock transfer books for shares of the Corporation shall make a
complete list of shareholders entitled to vote at each meeting of
shareholders or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each.
Such lists shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.

     Section 7.  Quorum.  A quorum shall be constituted where greater
than thirty-five percent (35%) of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy,
shall be present.  If less than thirty-five percent (35%) 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 noticed.  The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.

     Section 8.  Proxies.  At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his or duly authorized attorney-in-fact.  Such
proxy shall be filed with the secretary of the Corporation before or
at the time of the meeting.  A meeting of the Board of Directors my
be had by means of telephone conference or similar communications
equipment by which all persons participating in the meeting can hear
each other, and participation in a meeting under such circumstances
shall constitute presence at the meeting.

     Section 10.  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 Corporation may determine.

     Shares held by an administrator, executor, guardian or
conservator may be voted by him either in person or by proxy, without
a transfer of such shares into his name.  Shares standing in the name
of a trustee may be voted by him, either in person or by proxy, but
no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.

     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 his name,
if authority to do so 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.

     Shares of its own stock belonging to the Corporation shall not
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.

     Section 11.  Informal Action by Shareholders.  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
shareholders representing a majority of the outstanding shares of the
Corporation entitled to vote with respect to the subject matter thereof.

                     Article III:  Board of Directors

     Section 1.  General Powers.  The business and affairs of the
Corporation shall be managed by its Board of Directors.

     Section 2.  Number, Tenure and Qualifications.  The number of
Directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one (1).  Each Director
shall hold office until the next annual meeting of shareholder and
until his successor shall have been elected and qualified.

     Section 3.  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual meeting of
shareholders.  The Board of Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without
notice other than such resolution.

     Section 4.  Special Meetings.  Special meetings of the Board of
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 Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.

     Section 5.  Notice.  Notice of any special meeting shall be
given at least one (1) business day previous thereto by written
notice delivered personally, by facsimile or email to each Director
at his business address. Any and all Directors may waive notice of
any meeting.  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.

     Section 6.  Quorum.  A majority of the number of Directors shall
constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than such majority is present at
a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

     Section 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 Board of Directors.

     Section 8.  Action Without a Meeting.  Any action that may be
taken by the Board of Directors at a meeting may be taken without a
meeting if consent in writing, setting forth the action so to be
taken, shall be signed before such action by all of the Directors.

     Section 9.  Removal, Vacancies.  An affirmative vote of a
majority of the members of the Board of Directors may remove another
member of the Board of Directors without cause at a properly noticed
Board of Director meeting.  Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
remaining Directors though less than a quorum of the Board of
Directors, unless otherwise provided by law.  A Director elected to
fill a vacancy shall be elected for the unexpired term of his
predecessor in office.  Any Directorship to be filled by reason of an
increase in the number of Directors may be filled by election by the
Board of Directors for a term of office continuing only until the
next election of Directors by the shareholders.

     Section 10.  Compensation.  By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid
a stated salary as a 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.

     Section 11.  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 dissent shall be entered
in the minutes of the meeting or unless he shall file his 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.

                         Article IV:  Officers

     Section 1.  Number.  The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors.  Such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors, including a Chairman
of the Board.  In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except
those of President and Secretary.  Any two or more offices may be
held by the same person.  Officers may be Directors or shareholders
of the Corporation.

     Section 2.  Election and Term of Office.  The officers of the
Corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the shareholders.  If
the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be.
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.

     Section 3.  Removal.  Any officer of the Corporation may be
removed by the Board of Directors whenever, in its judgement, the
best interests 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 shall
not of itself create contract rights, and such appointment shall be
terminable at will.

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

     Section 5.   President.  The President shall be the principal
executive officer of the Corporation and, subject to the control of
the Board of 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 shareholders and of the Board of
Directors, unless there is a Chairman of the Board, in which case the
Chairman shall preside.  He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board
of Directors, certificates for shares of the Corporation, any deed,
mortgages, bonds, contract, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the
Board of Directors or by there Bylaws 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 Board of Directors from time to time.

     Section 6.  Vice President.  In the absence of the President or
in the 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 Board of Directors. If there is more than one
Vice President, each Vice President shall succeed to the duties of
the President in order of rank as determined by the Board of
Directors.  If no such rank has been determined, then each Vice
President shall succeed to the duties of the President in order of
date of election, the earliest date having the first rank.

     Section 7.  Secretary.  The Secretary shall:  (a) keep the
minutes of the Board of Directors in one or more minute books
provided for the purpose; (b) see that all notices are duly given in
accordance with the provisions of the Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to
all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized; (d) keep a register of the post
office address of each shareholder which shall be furnished to the
Secretary by such shareholder unless otherwise maintained by a
transfer agent of the Corporation; (e) in general perform all duties
incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the President or by the Board
of Directors.

     Section 8.  Treasurer.  The Treasurer shall:  (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for moneys due and payable
to the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions
of Article VI of these Bylaws; and (c) 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
Board of Directors.

     Section 9.  Salaries.  The salaries of the officers shall be
fixed from time to time by the Board of 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:  Indemnity

     Section 1.  Definitions.  For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a
party to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by reason of
the fact that he or she is or was a Director or Officer of this
Corporation or is or was serving in any capacity at the request of
this Corporation as a Director, Officer, employee, agent, partner, or
fiduciary of, or in any other capacity for, another corporation,
partnership, joint venture, trust, or other enterprise. The term
"Proceeding" shall mean any threatened, pending or completed action
or suit (including, without limitation, an action, suit or proceeding
by or in the right of this Corporation), whether civil, criminal,
administrative or investigative.

     Section 2.  Indemnification.  Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions
taken by him or her, and for all omissions (regardless of the date of
any such action or omission), to the fullest extent permitted by
Nevada law, against all expense, liability and loss (including,
without limitation, attorney fees, judgments, fines, taxes,
penalties, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Indemnitee in connection with any
Proceeding.  Indemnification pursuant to this Section shall continue
as to an Indemnitee who has ceased to be a Director or Officer and
shall inure to the benefit of his or her heirs, executors and
administrators.  This Corporation may, by action of its Board of
Directors, and to the extent provided in such action, indemnify
employees and other persons as though they were Indemnitees.  The
rights to indemnification as provided in this Article shall be non-
exclusive of any other rights that any person may have or hereafter
acquire under an statute, provision of this Corporation's Articles of
Incorporation or Bylaws, agreement, vote of stockholders or
Directors, or otherwise.

     Section 3.  Financial Arrangements.  This Corporation may
purchase and maintain insurance or make other financial arrangements
on behalf of any person who is or was a Director, Officer, employee
or agent of this Corporation, or is or was serving at the request of
this Corporation in such capacity for another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses
incurred by him or her in such capacity, whether or not this
Corporation has the authority to indemnify him or her against such
liability and expenses.

     The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a trust
fund; (b) establishing a program of self-insurance; (c) securing its
obligation of indemnification by granting a security interest or
other lien on any of this Corporation's assets, and (d) establishing
a letter of credit, guarantee or surety. No financial arrangement
made pursuant to this section may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct,
fraud, or a knowing violation of law, except with respect to
advancing expenses or indemnification ordered by a court.  Any
insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by this Corporation or any
other person approved by the Board of Directors, even if all or part
of the other person's stock or other securities is owned by this
Corporation. In the absence of fraud:

     (a)  the decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement
is conclusive; and

     (b)  the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.

     Section 4.  Contract of Indemnification.  The provisions of this
Article relating to indemnification shall constitute a contract
between this Corporation and each of its Directors and Officers,
which may be modified as to any Director or Officer only with that
person's consent or as specifically provided in this section.
Notwithstanding any other provision of the Bylaws relating to their
amendment generally, any repeal or amendment of this Article which is
adverse to any Director or Officer shall apply to such Director or
Officer only on a prospective basis and shall not limit the rights of
an Indemnitee to indemnification with respect to any action or
failure to act occurring prior to the time of such repeal or
amendment. Notwithstanding any other provision of these Bylaws, no
repeal or amendment of these Bylaws shall affect any or all of this
Article so as to limit or reduce the indemnification in any manner
unless adopted by (a) the unanimous vote of the Directors of this
Corporation then serving, or (b) the stockholders as set forth in
Article XII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.

     Section 5.  Nevada Law.  References in this Article to Nevada
law or to any provision thereof shall be to such law as it existed on
the date these Bylaws were adopted or as such law thereafter may be
changed; provided that (a) in the case of any change which expands
the liability of an Indemnitee or limits the indemnification rights
or the rights to advancement of expenses which this Corporation may
provide, the rights to limited liability, to indemnification and to
the advancement of expenses provided in this Corporation's Articles
of Incorporation, these Bylaws, or both shall continue as theretofore
to the extent permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or rights to
the advancement of expenses than this Corporation was permitted to
provide prior to such change, liability thereupon shall be so limited
and the rights to indemnification and advancement of expenses shall
be so broadened to the extent permitted by law.

          Article VI:  Contracts, Loans, Checks, and Deposits

     Section 1.  Contracts.  The Board of Directors may authorize any
office 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.

     Section 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 Board of Directors.
Such authority may be general or confined to specific instances.

     Section 3.  Checks, Drafts, etc.  All checks, drafts or other
orders for the payment of money, 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 determined by resolution
of the Board of Directors.

     Section 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 VII: Certificates for Shares and Their Transfer

     Section 1.  Certificates for Shares.  Certificates representing
shares of the Corporation shall be in such form as shall be
determined by the Board of Directors.  Such certificates shall be
signed by the President and by the Secretary or by such other
officers authorized by law and by the Board of Directors so to do,
and sealed with the corporate seal.  All certificates for shares
shall be consecutively numbered or otherwise identified.  The name
and address of the person to whom the shares represented thereby are
issued, with 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 cancelled and no
new certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and cancelled,
expect that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.

     Section 2.  Transfer of Shares.  Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for
such shares.  The person in whose name shares stand on the books of
the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes.

                         Article VIII:  Fiscal Year

     The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December of each year.

                            Article IX:  Dividends

     The Board of 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 condition provided by law and its
Articles of Incorporation.

                           Article X:  Corporate Seal

     The Board of Directors shall provide a corporate seal that 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:  Waiver of Notice

     Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or Director of the
Corporation under the provision of the Articles of Incorporation or
under the provisions of the applicable Business Corporation Act, 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 XII:  Amendments

     These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or special
meeting of the Board of Directors, or by the shareholders as any
regular or special meeting of the shareholders.

     The above Bylaws are certified to have been adopted by the Board
of Directors of the Corporation on the 23rd day of February 2003.

/s/  James DeOlden                        /s/  Edward Deese
James DeOlden, Director                   Edward Deese, Director

/s/  John Gordon, Ph.D
John Gordon, Ph.D, Director