<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>3
<FILENAME>form10sb-ex22.txt
<TEXT>
                                                           [EXHIBIT 2.2]

                             BYLAWS
                               OF
               THIRD-ORDER NANOTECHNOLOGIES, INC.

                            SECTION 1
                             OFFICES

     The  principal office of Third-Order Nanotechnologies, Inc.,
a  Nevada corporation (the "Corporation") shall be located at the
principal place of business or such other place as the  board  of
directors  may  designate. The Corporation may  have  such  other
offices,  either within or without the State of  Nevada,  as  the
board  of  directors  may designate or as  the  business  of  the
Corporation may require from time to time.

                            SECTION 2
                          SHAREHOLDERS

2.1  Annual Meeting

     The  annual  meeting of the shareholders shall be  held  the
first day of March in each year, or on such other day as shall be
fixed  by  resolution of the board of directors, at the principal
office  of the Corporation, or such other place as fixed  by  the
board  of  directors, for the purpose of electing  directors  and
transacting such other business as may properly come before  that
meeting.  If  the  day fixed for the annual meeting  is  a  legal
holiday at the place of that meeting, that meeting shall be  held
on the next succeeding business day.

2.2  Special Meetings

     The  board of directors, the President, or the Chair of  the
Board of Directors, may call special meetings of the shareholders
for  any purpose. The holders of not less than ten percent  (10%)
of all the outstanding shares of the Corporation entitled to vote
for  or  against  any  issue proposed to  be  considered  at  the
proposed special meeting, if they date, sign and deliver  to  the
Corporation's  Secretary a written demand for a  special  meeting
specifying  the purpose or purposes for which it is to  be  held,
may call a special meeting of the shareholders for such specified
purpose.

2.3  Place of Meeting

     All  meetings shall be held at the principal office  of  the
Corporation, or at such other place as designated by the board of
directors, by any persons entitled to call a meeting pursuant  to
the  bylaws,  or  in  a waiver of notice signed  by  all  of  the
shareholders entitled to vote at that meeting.


                                  1
<PAGE>


2.4  Notice of Meeting

     (a)  The Corporation shall cause  to  be delivered  to  each
shareholder  entitled to notice of, or to vote at, an  annual  or
special  meeting of shareholders, either personally or  by  mail,
not  less than ten (10) days nor more than sixty (60) days before
that meeting, written notice stating the date, time and place  of
that  meeting and, in the case of a special meeting, the  purpose
or purposes for which that meeting is called.

     (b)  Notice  to  a  shareholder  of  an  annual  or  special
shareholders  meeting shall be in writing.  Such  notice,  if  in
comprehensible  form,  is effective (a) when  mailed,  if  it  is
mailed  postpaid and is correctly addressed to that shareholder's
address  specified  in the Corporation's then current  record  of
shareholders, or (b) when received by that shareholder, if it  is
delivered   by  telegraph,  facsimile  transmission  or   private
courier.

     (c)  If  an  annual  or  special  shareholders  meeting   is
adjourned to a different date, time, or place, notice of the  new
date, time, or place shall not be required if the new date, time,
or  place is announced at that meeting before adjournment, unless
a new record date for the adjourned meeting is, or must be, fixed
pursuant to (i) Section 2.6(a) of these bylaws or (ii) the Nevada
General Corporation Law.

2.5  Waiver of Notice

     (a)  Whenever  any notice is required to  be  given  to  any
shareholder  pursuant  to the provisions  of  these  bylaws,  the
Articles of Incorporation or the Nevada General Corporation  Law,
a  waiver  thereof  in writing, signed by the person  or  persons
entitled  to  such  notice,  whether before  or  after  the  time
specified  in  such notice, and delivered to the Corporation  for
inclusion  in the minutes for filing with the corporate  records,
shall be deemed equivalent to the giving of such notice.

     (b) The attendance of a shareholder at a meeting shall be  a
waiver of each objection to lack of, or defect in, notice of such
meeting  or  of  consideration of a  particular  matter  at  that
meeting,  unless  that  shareholder, at  the  beginning  of  that
meeting  or  prior  to consideration of such matter,  objects  to
holding  that meeting, transacting business at that  meeting,  or
considering the matter when presented at that meeting.

2.6  Fixing of Record Date for Determining Shareholders

     (a) 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 to make a determination of shareholders  for
any  other  purpose, the board of directors may fix in advance  a
date  as the record date for any such determination. Such  record
date  shall be not more than seventy (70) 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 is to be taken. If no record date is fixed for  the
determination of shareholders entitled to notice of, or  to  vote
at,  a meeting, or to receive payment of a dividend, the date  on


                                  2
<PAGE>


which  the notice of meeting is mailed or 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.
Such  determination  shall  apply  to  any  adjournment  of  that
meeting;  provided, however, such adjournment is not  set  for  a
date more than one hundred twenty (120) days after the date fixed
for the original meeting.

     (b)  The  record date for the determination of  shareholders
entitled  to demand a special shareholders meeting shall  be  the
date the first shareholder signs the demand.

2.7  Shareholders' List

     (a)  Beginning  two  (2) business days  after  notice  of  a
meeting of shareholders is given, a complete alphabetical list of
the  shareholders  entitled to notice of that  meeting  shall  be
made,  arranged by voting group, and within each voting group  by
class or series, with the address of and number of shares held by
each  shareholder.  Such record shall be  kept  on  file  at  the
Corporation's principal office or at a place identified  in  that
meeting  notice in the city where the meeting will  be  held.  On
written demand, such record shall be subject to inspection by any
shareholder at any time during normal business hours. Such record
shall  also  be kept open at that meeting for inspection  by  any
shareholder.

     (b)  A shareholder may, on written demand, copy the shareholders'
list at such shareholder's expense during  regular business hours;
provided, however, that:

     (i)  Such shareholder's demand is made in good faith and for
another purpose;

    (ii)  Such shareholder has described with reasonable particularity
such shareholder's purpose  specified in the written demand; and

   (iii)  The shareholders' list is directly related to such
shareholder's purpose.

2.8  Quorum

     A majority of the votes entitled to be cast on a matter at a
meeting  by  a voting group, represented in person or  by  proxy,
shall constitute a quorum of that voting group for action on that
matter  at  a  meeting of the shareholders. If a  quorum  is  not
present  for a matter to be acted upon, a majority of the  shares
represented at that meeting may adjourn that meeting from time to
time  without  additional  notice. If  the  necessary  quorum  is
present or represented at a reconvened meeting following such  an
adjournment, any business may be transacted that might have  been
transacted  at the meeting as originally called. 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.


                                  3
<PAGE>


2.9  Manner of Acting

     (a)  If a quorum exists, action on a matter (other than  the
election of directors) by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes
cast  opposing  the  action, unless the  affirmative  vote  of  a
greater  number  is  required by these bylaws,  the  Articles  of
Incorporation or the Nevada General Corporation Law.

     (b)  If a matter is to be voted on by a single group, action
on  that matter is taken when voted upon by that voting group. If
a  matter  is  to  be voted on by two (2) or more voting  groups,
action  on that matter is taken only when voted upon by  each  of
those  voting groups counted separately. One voting  group  on  a
matter  may take action even though another voting group entitled
to vote on such matter takes no action.

2.10 Proxies

     A  shareholder may vote by proxy executed in writing by that
shareholder  or by his or her attorney-in-fact. Such proxy  shall
be  effective when received by the Secretary or other officer  or
agent  authorized to tabulate votes at the meeting. A proxy shall
become  invalid  eleven  (11)  months  after  the  date  of   its
execution,  unless otherwise expressly provided in the  proxy.  A
proxy for a specified meeting shall entitle the holder thereof to
vote  at any adjournment of that meeting, but shall not be  valid
after the final adjournment thereof.

2.11 Voting of Shares

     Each outstanding share entitled to vote shall be entitled to
one  vote  upon each matter submitted to a vote at a  meeting  of
shareholders.

2.12 Voting for Directors

     Each shareholder may vote, in person or by proxy, the number
of  shares owned by such shareholder that are entitled to vote at
an  election  of  directors, for as many  persons  as  there  are
directors to be elected and for whose election such shares have a
right  to  vote.  Unless otherwise provided in  the  Articles  of
Incorporation, directors are elected by a plurality of the  votes
cast  by shares entitled to vote in the election at a meeting  at
which a quorum is present.

2.13 Voting of Shares by Corporations

     2.13.1    Shares Held by Another Corporation

          Shares standing in the name of another corporation  may
     be  voted  by such officer, agent or proxy as the bylaws  of
     such other corporation may prescribe, or, in the absence  of
     such   provision,  as  the  board  of  directors   of   such
     corporation  may determine; provided, however,  such  shares
     are  not  entitled to vote if the Corporation owns, directly


                                  4
<PAGE>


     or indirectly, a majority of the shares entitled to vote for
     directors of such other corporation.

     2.13.2    Shares Held by the Corporation

          Authorized  but unissued shares shall not be  voted  or
     counted  for  determining whether a  quorum  exists  at  any
     meeting  or  counted  in determining  the  total  number  of
     outstanding  shares  at any given time. Notwithstanding  the
     foregoing,  shares of its own stock held by the  Corporation
     in  a  fiduciary  capacity may be counted  for  purposes  of
     determining whether a quorum exists, and may be voted by the
     Corporation.

2.14 Acceptance  or  Rejection  of Shareholder  Votes,  Consents,
     Waivers and Proxy Appointments

     2.14.1    Documents Bearing Name of Shareholders

          If  the name signed on a vote, consent, waiver or proxy
     appointment  corresponds to the name of a  shareholder,  the
     Secretary or other agent authorized to tabulate votes at the
     meeting  may,  if  acting in good faith, accept  such  vote,
     consent,  waiver or proxy appointment and give it effect  as
     the act of the shareholder.

     2.14.2    Documents Bearing Name of Third Parties

          If  the name signed on a vote, consent, waiver or proxy
     appointment  does  not  correspond  to  the  name   of   its
     shareholder,  the  Secretary or other  agent  authorized  to
     tabulate votes at the meeting may nevertheless, if acting in
     good  faith,  accept  such vote, consent,  waiver  or  proxy
     appointment and give it effect as the act of the shareholder
     if:

          (a)  The  shareholder is an entity and the name  signed
               purports  to be that of an officer or an agent  of
               that entity;

          (b)  The  name  signed  purports  to  be  that  of   an
               administrator,  executor, guardian or  conservator
               representing the shareholder and, if the Secretary
               or  other  agent requests, acceptable evidence  of
               fiduciary status has been presented;

          (c)  The  name signed purports to be that of a receiver
               or  trustee in bankruptcy of the shareholder, and,
               if   the   Secretary  or  other  agent   requests,
               acceptable  evidence  of  this  status  has   been
               presented;

          (d)  The  name signed purports to be that of a pledgee,
               beneficial  owner  or  attorney-in-fact   of   the
               shareholder  and, if the Secretary or other  agent


                                  5
<PAGE>


               requests,  acceptable evidence of the  signatory's
               authority to sign has been presented; or

          (e)  Two  or  more persons are the shareholder  as  co-
               owners or fiduciaries and the name signed purports
               to  be  the  name of at least one of the co-owners
               and  the  person signing appears to be  acting  on
               behalf of all co-owners.

     2.14.3    Rejection of Documents

          The  Secretary  or other agent authorized  to  tabulate
     votes  at the meeting is entitled to reject a vote, consent,
     waiver  or proxy appointment if such agent, acting  in  good
     faith, has reasonable basis for doubt about the validity  of
     the  signature on it or about the signatory's  authority  to
     sign for the shareholder.

2.15 Action by Shareholders Without a Meeting

     Any  action  required or permitted by law, these bylaws,  or
the  Articles of Incorporation of the Corporation to be taken  at
any  annual  or  special  meeting of stockholders  may  be  taken
without  a  meeting  if, before or after the  action,  a  written
consent  thereto  is signed by stockholders holding  at  least  a
majority  of  the  voting  power,  except  that  if  a  different
proportion  of voting power is required for such an action  at  a
meeting,  then that proportion of written consents  is  required.
  In  no  instance where action is authorized by written  consent
need  a  meeting of stockholders be called or notice given.  Such
written  consent shall be inserted in the minute book  as  if  it
were the minutes of an annual or special meeting of shareholders.

                            SECTION 3
                       BOARD OF DIRECTORS

3.1  General Powers

     The board of directors shall manage the business and affairs
of  the Corporation, except as may be otherwise provided in these
bylaws,  the  Articles  of Incorporation or  the  Nevada  General
Corporation Law.

3.2  Number, Tenure and Qualifications

     The board of directors shall consist of no less than one (1)
and  no more than fifteen (15) Directors, the specific number  to
be  set  by  resolution of the board of directors. The number  of
directors may be changed from time to time by amendment to  these
bylaws,  but no decrease in the number of directors shall shorten
the  term  of any incumbent director. The terms of the  directors
expire  at the next annual shareholder's meeting following  their
election.  Despite the expiration of a director's term,  however,
the  director  shall  continue  to serve  until  such  director's
successor  is elected and qualifies or until there is a  decrease
in the number of directors. Directors need not be shareholders of
the Corporation or residents of the State of Nevada.


                                  6
<PAGE>


3.3  Annual and Regular Meetings

     An  annual meeting of the board of directors shall  be  held
without additional notice immediately after and at the same place
as the annual meeting of shareholders.

     By  resolution  the  board of directors,  or  any  committee
thereof,  may  specify  the time and place  for  holding  regular
meetings thereof without other notice than such resolution.

3.4  Special Meetings

     Special  meetings of the board of directors or any committee
designated by the board of directors may be called by or  at  the
request  of the Chair of the Board of Directors, or the President
or  any  director and, in the case of any special meeting of  any
committee  designated  by the board of directors,  by  the  Chair
thereof.  The  person  or  persons  authorized  to  call  special
meetings may fix any place either within or without the State  of
Nevada as the place for holding any special board of directors or
committee meeting called by them.

3.5  Meetings by Telecommunications

     Members   of  the  board  of  directors  or  any   committee
designated by the board of directors may participate in a meeting
of  the board of directors or such committee by use of any  means
of  telecommunications equipment pursuant to  which  all  persons
participating  may  simultaneously hear each  other  during  such
meeting. Participation by such method shall be deemed presence in
person at such meeting.

3.6  Notice of Special Meetings

     Notice  of a special board of directors or committee meeting
specifying  the  date, time and place of such  meeting  shall  be
given  to  a  director in writing or orally by  telephone  or  in
person  as specified below. Neither the business to be transacted
at, nor the purpose of, any special meeting need be specified  in
the notice of such meeting.

     3.6.1     Personal Delivery

          If delivery is by personal service, the notice shall be
     effective  if  delivered  at the address  specified  on  the
     records  of  the  Corporation at least two days  before  the
     meeting.

     3.6.2     Delivery by Mail

          If  notice  is delivered by mail, the notice  shall  be
     deemed  effective  if  deposited in the official  government
     mail  at  least  five (5) days before the  meeting  properly
     addressed  to a director at his or her address specified  on
     the records of the Corporation with postage prepaid.


                                  7
<PAGE>


     3.6.3     Delivery by Telegraph

          If  notice is delivered by telegraph, the notice  shall
     be  deemed effective if the content thereof is delivered  to
     the  telegraph  company  by such  time  that  the  telegraph
     company  guarantees delivery at least two  days  before  the
     meeting.

     3.6.4     Oral Notice

          If  notice  is  delivered orally, by  telephone  or  in
     person, the notice shall be effective if personally given to
     a director at least two days before the meeting.

     3.6.5     Notice by Facsimile Transmission

          If  notice is delivered by facsimile transmission,  the
     notice  shall be deemed effective if the content thereof  is
     transmitted  to the office of a director, at  the  facsimile
     number specified on the records of the Corporation, at least
     two days before the meeting, and receipt is either confirmed
     by  confirming transmission equipment or acknowledged by the
     receiving office.

     3.6.6     Notice by Private Courier

          If  notice is delivered by private courier, the  notice
     shall  be  deemed  effective if delivered  to  the  courier,
     properly  addressed  and prepaid,  by  such  time  that  the
     courier  guarantees delivery at least two  days  before  the
     meeting.

3.7  Waiver of Notice

     3.7.1     Written Waiver

          Whenever  any  notice is required to be  given  to  any
     director  pursuant  to the provisions of these  bylaws,  the
     Articles  of Incorporation or the Nevada General Corporation
     Law,  a  waiver thereof in writing, executed  at  any  time,
     specifying the meeting for which notice is waived, signed by
     the  person  or persons entitled to such notice,  and  filed
     with  the  minutes  or corporate records,  shall  be  deemed
     equivalent to the giving of such notice.

     3.7.2     Waiver by Attendance

          The attendance of a director at a board of directors or
     committee  meeting shall constitute a waiver  of  notice  of
     such meeting, unless such director, at the beginning of  the
     meeting,  or promptly upon such director's arrival,  objects
     to  holding the meeting or transacting any business  at  the
     meeting and does not thereafter vote for or assent to action
     taken at the meeting.


                                  8
<PAGE>


3.8  Quorum

     A  majority of the number of directors determined by  or  in
the manner provided by these bylaws shall constitute a quorum for
the transaction of business at any board of directors meeting.

3.9  Manner of Acting

     The  act of the majority of the directors present at a board
of  directors  or committee meeting at which there  is  a  quorum
shall  be the act of the board of directors or committee,  unless
the  vote  of  a greater number is required by these bylaws,  the
Articles of Incorporation or the Nevada General Corporation Law.

3.10 Presumption of Assent

     A  director  of  the  Corporation  present  at  a  board  of
directors  or committee meeting at which action on any  corporate
matter  is  taken shall be deemed to have assented to the  action
taken  unless  such  director objects at  the  beginning  of  the
meeting, or promptly upon such director's arrival, to holding the
meeting   or  transacting  business  at  the  meeting;  or   such
director's  dissent is entered in the minutes of the meeting;  or
such  director delivers a written notice of dissent or abstention
to  such action with the presiding officer of the meeting  before
the adjournment thereof; or such director forwards such notice by
registered  mail to the Secretary of the Corporation  immediately
after  the  adjournment of the meeting. A director who  voted  in
favor of such action may not thereafter dissent or abstain.

3.11 Action by Board of Directors or Committee Without a Meeting

     Any action that could be taken at a meeting of the board  of
directors or of any committee appointed by the board of directors
may  be  taken  without a meeting, if a written  consent  setting
forth  the action so taken is signed by each Director or by  each
committee  member. The action shall be effective  when  the  last
signature  is placed on the consent, unless the consent specifies
an  earlier or later date. Such written consent, which shall have
the  same  effect  as a unanimous vote of the directors  or  such
committee, shall be inserted in the minute book as if it were the
minutes of a board of directors or committee meeting.

3.12 Resignation

     Any  director  may resign at any time by delivering  written
notice  to  the  Chair of the Board of Directors,  the  board  of
directors,  or to the registered office of the Corporation.  Such
resignation  shall  take  effect at the  time  specified  in  the
notice,  or  if  no  time  is specified,  upon  delivery.  Unless
otherwise  specified therein, the acceptance of such  resignation
shall  not  be necessary to make it effective. Once delivered,  a
notice  of  resignation  is  irrevocable  unless  the  board   of
directors permits revocation.


                                  9
<PAGE>


3.13 Removal

     One or more members of the board of directors (including the
entire  board  of  directors) may be  removed  at  a  meeting  of
shareholders called expressly for that purpose, provided that the
notice  of  such meeting states that the purpose, or one  of  the
purposes,  of the meeting is such removal. A member of the  board
of  directors  may be removed with or without cause,  unless  the
Articles  of Incorporation permit removal for cause  only,  by  a
vote of the holders of a majority of the shares then entitled  to
vote  on  the election of the director. A director may be removed
only  if  the number of votes cast to remove the director exceeds
the  number  of  votes  cast to not remove  the  director.  If  a
director  is elected by a voting group of shareholders, only  the
shareholders of that voting group may participate in the vote  to
remove such director.

3.14 Vacancies

     Any vacancy occurring on the board of directors, including a
vacancy  resulting from an increase in the number  of  directors,
may be filled by the shareholders, by the board of directors,  by
the  affirmative  vote of a majority of the  remaining  directors
though less than a quorum of the board of directors, or by a sole
remaining director. A director elected to fill a vacancy shall be
elected  for  the  unexpired term of his or  her  predecessor  in
office;  except that the term of a director elected by the  board
of  directors to fill a vacancy expires at the next shareholders'
meeting  at which directors are elected. Any directorship  to  be
filled by reason of an increase in the number of directors may be
filled  by  the affirmative vote of a majority of the  number  of
directors fixed by the bylaws prior to such increase for  a  term
of office continuing only until the next election of directors by
the shareholders. Any directorship not so filled by the directors
shall  be  filled  by  election at the  next  annual  meeting  of
shareholders or at a special meeting of shareholders  called  for
that  purpose.  If  the  vacant directorship  is  filled  by  the
shareholders and was held by a director elected by a voting group
of  shareholders, then only the holders of shares of that  voting
group  are entitled to vote to fill such vacancy. A vacancy  that
will  occur  at a specific later date by reason of a  resignation
effective  at  such later date or otherwise may be filled  before
the  vacancy  occurs, but the new director may  not  take  office
until the vacancy occurs.

3.15 Minutes

     The board of directors shall keep minutes of its meetings
and shall cause them to be recorded in books kept for that
purpose.

3.16 Executive and Other Committees

     3.16.1    Creation of Committees

          The  board  of  directors, by resolution adopted  by  a
     majority  of  the number of Directors fixed  in  the  manner
     provided  by these bylaws, may appoint standing or temporary
     committees, including an Executive Committee, from  its  own


                                  10
<PAGE>


     number.  The board of directors may invest such committee(s)
     with  such  powers  as  it  may see  fit,  subject  to  such
     conditions  as may be prescribed by the board of  directors,
     these  bylaws, the Articles of Incorporation and the  Nevada
     General Corporation Law.

     3.16.2    Authority of Committees

          Each  committee shall have and may exercise all of  the
     authority  of the board of directors to the extent  provided
     in  the resolution of the board of directors designating the
     committee and any subsequent resolutions pertaining  thereto
     and  adopted  in like manner, except that no such  committee
     shall  have  the  authority to (a) authorize  distributions,
     except  as may be permitted by Section 3.16.2 (g)  of  these
     bylaws;  (b)  approve  or  propose to  shareholders  actions
     required  by  the  Nevada  General  Corporation  Law  to  be
     approved by shareholders; (c) fill vacancies on the board of
     directors  or  any committee thereof; (d)  adopt,  amend  or
     repeal   these   bylaws;  (e)  amend  the   Certificate   of
     Incorporation;  (f) approve a plan of merger  not  requiring
     shareholder   approval;   or  (g)   authorize   or   approve
     reacquisition of shares, except within limits prescribed  by
     the board of directors.

     3.16.3    Quorum and Manner of Acting

          A  majority  of  the number of Directors composing  any
     committee  of  the  board of directors, as  established  and
     fixed  by  resolution  of  the  board  of  directors,  shall
     constitute a quorum for the transaction of business  at  any
     meeting of such committee.

     3.16.4    Minutes of Meetings

          All committees so appointed shall keep regular minutes
     of their meetings and shall cause them to be recorded in
     books kept for that purpose.

     3.16.5    Resignation

          Any  member of any committee may resign at any time  by
     delivering written notice thereof to the board of directors,
     the  Chair of the Board of Directors or the Corporation. Any
     such resignation shall take effect at the time specified  in
     the  notice,  or  if  no time is specified,  upon  delivery.
     Unless  otherwise specified therein, the acceptance of  such
     resignation  shall  not be necessary to make  it  effective.
     Once  delivered,  a  notice  of resignation  is  irrevocable
     unless revocation is permitted by the board of directors.

     3.16.6    Removal

          The  board  of  directors may remove  from  office  any
     member of any committee elected or appointed by it, but only
     by  the affirmative vote of not less than a majority of  the


                                  11
<PAGE>


     number  of  directors fixed by or in the manner provided  by
     these bylaws.

3.17 Compensation

          By   board   of  director  resolution,  directors   and
     committee  members may be paid their expenses,  if  any,  of
     attendance at each board of directors or committee  meeting,
     or  a fixed sum for attendance at each board of directors or
     committee  meeting,  or a stated salary  as  director  or  a
     committee member, or a combination of the foregoing. No such
     payment shall preclude any director or committee member from
     serving  the Corporation in any other capacity and receiving
     compensation therefor.

                            SECTION 4
                            OFFICERS

4.1  Number

     The  Officers of the Corporation shall be a President and  a
Secretary,  each  of  whom shall be appointed  by  the  board  of
directors.  One  or  more Vice Presidents, a Treasurer  and  such
other  Officers and assistant Officers, including a Chair of  the
Board  of  Directors, may be appointed by the board of directors;
such  officers  and assistant officers to hold  office  for  such
period,  have  such  authority and perform  such  duties  as  are
provided  in these bylaws or as may be provided by resolution  of
the  board  of directors. The board of directors may  assign  any
Officer  any  additional title that the board of directors  deems
appropriate. The board of directors may delegate to  any  officer
or  agent  the power to appoint any such subordinate officers  or
agents  and  to  prescribe  their  respective  terms  of  office,
authority  and duties. The same person may hold any two  or  more
offices.

4.2  Appointment and Term of Office

     The  officers of the Corporation shall be appointed annually
by  the board of directors at the board of directors meeting held
after  the annual meeting of the shareholders. If the appointment
of  officers is not made at such meeting, such appointment  shall
be  made  as  soon  thereafter as a board  of  directors  meeting
conveniently may be held. Unless an officer dies, resigns, or  is
removed  from office, he or she shall hold office until the  next
annual  meeting  of the board of directors or until  his  or  her
successor is appointed.

4.3  Resignation

     Any  officer  may  resign at any time by delivering  written
notice to the Corporation. Any such resignation shall take effect
at  the time specified in the notice, or if no time is specified,
upon delivery. Unless otherwise specified therein, the acceptance


                                  12
<PAGE>


of  such resignation shall not be necessary to make it effective.
Once delivered, a notice of resignation is irrevocable unless the
board of directors permits revocation.

4.4  Removal

     The  board  of directors, with or without cause, may  remove
any officer or agent appointed by the board of directors but such
removal  shall  be without prejudice to the contract  rights,  if
any, of the person so removed. Appointment of an officer or agent
shall not of itself create contract rights.

4.5  Vacancies

     A  vacancy  in  any  office because of  death,  resignation,
removal, disqualification, creation of a new office or any  other
cause  may  be filled by the board of directors for the unexpired
portion  of the term, or for a new term established by the  board
of directors. If a resignation is made effective at a later date,
and the Corporation accepts such future effective date, the board
of  directors  may fill the pending vacancy before the  effective
date, if the board of directors provides that the successor  does
not take office until the effective date.

4.6  Chair of the Board of Directors

     If  appointed,  the  Chair of the Board of  Directors  shall
perform  such duties as shall be assigned to him or  her  by  the
board  of  directors  from time to time and  shall  preside  over
meetings  of  the  board  of directors  and  shareholders  unless
another  officer  is  appointed or designated  by  the  board  of
directors as Chair of such meeting.

4.7  President

     The  President shall be the chief executive officer  of  the
Corporation  unless some other Officer is so  designated  by  the
board  of directors, shall preside over meetings of the board  of
directors and shareholders in the absence of a Chair of the Board
of  Directors  and,  subject to the board of directors'  control,
shall  supervise  and  control all of the  assets,  business  and
affairs of the Corporation. The President shall have authority to
sign  deeds,  mortgages, bonds, contracts, or other  instruments,
except when the signing and execution thereof have been expressly
delegated  by the board of directors or by these bylaws  to  some
other officer or agent of the Corporation, or are required by law
to  be  otherwise signed or executed by some other officer or  in
some  other  manner. In general, the President shall perform  all
duties  incident to the office of President and such other duties
as are prescribed by the board of directors from time to time.

4.8  Vice President

     In  the  event of the death of the President or his  or  her
inability  to act, the Vice President (or if there is  more  than
one  Vice President, the Vice President who was designated by the
board  of directors as the successor to the President, or  if  no


                                  13
<PAGE>


Vice  President  is  so  designated,  the  Vice  President  first
appointed  to  such  office)  shall perform  the  duties  of  the
President, except as may be limited by resolution of the board of
directors,  with  all  the  powers of  and  subject  to  all  the
restrictions upon the President. Vice Presidents shall  have,  to
the extent authorized by the President or the board of directors,
the same powers as the President to sign deeds, mortgages, bonds,
contracts  or  other instruments. Vice Presidents  shall  perform
such other duties as from time to time may be assigned to them by
the President or by the board of directors.

4.9  Secretary

     The  Secretary  shall (a) prepare and keep  the  minutes  of
meetings of the shareholders and the board of directors in one or
more  books  provided for that purpose; (b) see that all  notices
are  duly given in accordance with the provisions of these bylaws
or  as  required  by law; (c) be responsible for custody  of  the
corporate records and seal of the corporation; (d) keep registers
of  the post office address of each shareholder and Director; (e)
have   general  charge  of  the  stock  transfer  books  of   the
Corporation;  and (f) 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 or her by the President or  by  the
board of directors. In the absence of the Secretary, an Assistant
Secretary may perform the duties of the Secretary.

4.10 Treasurer

     The  Treasurer shall be the chief financial officer  of  the
Corporation  unless some other Officer is so  designated  by  the
board  of  directors. If required by the board of directors,  the
Treasurer shall give a bond for the faithful discharge of his  or
her duties in such amount and with such surety or sureties as the
board  of  directors  shall determine. The Treasurer  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  banks,  trust companies  or  other  depositories
selected  in accordance with the provisions of these bylaws;  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  or her by the President or  by  the  board  of
directors.  In  the  absence  of  the  Treasurer,  an   Assistant
Treasurer may perform the duties of the Treasurer.

4.11 Salaries

     The  board  of  directors  shall fix  the  salaries  of  the
Officers  from time to time or by any person or persons  to  whom
the  board of directors has delegated such authority. No  officer
shall  be prevented from receiving such salary by reason  of  the
fact that he or she is also a Director of the Corporation.


                                  14
<PAGE>


                            SECTION 5
              CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1  Contracts

     The  board  of  directors  may  authorize  any  Officer   or
Officers,  or  agent  or agents, to enter into  any  contract  or
execute  and deliver any instrument in the name of and on  behalf
of  the Corporation. Such authority may be general or confined to
specific instances.

5.2  Loans to the Corporation

     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.

5.3  Loans to Directors and Officers

     The  Corporation  shall not lend money to or  guarantee  the
obligation of any Director or Officer.

5.4  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,  or
agent or agents, of the Corporation and in such manner as is from
time to time determined by resolution of the board of directors.

5.5  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.

                            SECTION 6
           CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1  Issuance of Shares

     No   shares  of  the  Corporation  shall  be  issued  unless
authorized  by the board of directors, which authorization  shall
include  the  maximum  number of shares  to  be  issued  and  the
consideration  to  be  received  for  each  share.   Before   the
Corporation issues shares, the board of directors shall determine
that the consideration received or to be received for such shares
is  adequate. Such determination by the board of directors  shall
be  conclusive insofar as the adequacy of consideration  for  the
issuance  of  shares  relates to whether the shares  are  validly
issued, fully paid and nonassessable.


                                  15
<PAGE>


6.2  Escrow for Shares

     The board of directors may authorize the placement in escrow
of  shares issued for a contract for future services or  benefits
or  a  promissory  note, or may authorize other  arrangements  to
restrict  the transfer of shares, and may authorize the crediting
of distributions in respect of such shares against their purchase
price, until the services are performed, the note is paid or  the
benefits received. If the services are not performed, the note is
not  paid,  or  the  benefits  are not  received,  the  board  of
directors may cancel, in whole or in part, such shares placed  in
escrow or restricted and such distributions credited.

6.3  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 any two  of  the  following
officers: the Chair of the Board of Directors, the President, any
Vice  President,  the Treasurer, the Secretary or  any  Assistant
Secretary. Any or all of the signatures on a certificate  may  be
facsimiles if the certificate is manually signed on behalf  of  a
transfer  agent or a registrar other than the Corporation  itself
or  an  employee  of the Corporation. All certificates  shall  be
consecutively numbered or otherwise identified.

6.4  Stock Records

     The  stock  transfer books shall be kept at  the  registered
office  or principal place of business of the Corporation  or  at
the  office of the Corporation's transfer agent or registrar. The
name  and address of each person to whom certificates for  shares
are  issued,  together  with  the  class  and  number  of  shares
represented  by  each  such certificate and  the  date  of  issue
thereof,  shall  be entered on the stock transfer  books  of  the
Corporation. 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.

6.5  Restriction on Transfer

     6.5.1     Securities Laws

          Except  to the extent that the Corporation has obtained
     an  opinion  of  counsel acceptable to the Corporation  that
     transfer  restrictions  are  not required  under  applicable
     securities laws, or has otherwise satisfied itself that such
     transfer  restrictions  are not required,  all  certificates
     representing   shares   of   the  Corporation   shall   bear
     conspicuously  on  the front or back of  the  certificate  a
     legend   or   legends   describing   the   restriction    or
     restrictions.


                                  16
<PAGE>


     6.5.2     Other Restrictions

          In  addition,  the  front or back of  all  certificates
     shall  include  conspicuous written notice  of  any  further
     restrictions  that may be imposed on the transferability  of
     such shares.

6.6  Transfer of Shares

     Transfer of shares of the Corporation shall be made only  on
the   stock  transfer  books  of  the  Corporation  pursuant   to
authorization  or  document of transfer made  by  the  holder  of
record  thereof or by his or her legal representative, who  shall
furnish  proper evidence of authority to transfer, or by  his  or
her   attorney-in-fact  authorized  by  power  of  attorney  duly
executed  and  filed with the Secretary of the  Corporation.  All
certificates surrendered to the Corporation for transfer shall be
cancelled and no new certificate shall be issued until the former
certificates  for  a  like  number  of  shares  shall  have  been
surrendered and cancelled.

6.7  Lost or Destroyed Certificates

     In the case of a lost, destroyed or mutilated certificate, a
new  certificate  may  be issued therefor  upon  such  terms  and
indemnity  to  the  Corporation as the  board  of  directors  may
prescribe.

6.8  Transfer Agent and Registrar

     The board of directors may from time to time appoint one  or
more Transfer Agents and one or more Registrars for the shares of
the  Corporation, with such powers and duties  as  the  board  of
directors shall determine by resolution.

6.9  Officer Ceasing to Act

     In  case  any  officer  who has signed  or  whose  facsimile
signature  has  been placed upon a stock certificate  shall  have
ceased  to be such officer before such certificate is issued,  it
may  be issued by the Corporation with the same effect as if  the
signer were such officer at the date of its issuance.

6.10 Fractional Shares

     The Corporation shall not issue certificates for fractional
shares.

                            SECTION 7
                        BOOKS AND RECORDS

     The  Corporation shall keep correct and complete  books  and
records  of  account,  stock  transfer  books,  minutes  of   the
proceedings of its shareholders and board of directors  and  such
other records as may be necessary or advisable.


                                  17
<PAGE>


                            SECTION 8
                           FISCAL YEAR

     The  fiscal  year of the Corporation shall be  the  calendar
year; provided, however, that the board of directors may select a
different fiscal year at any time for purposes of federal  income
taxes, or otherwise.

                            SECTION 9
                              SEAL

     The  seal of the Corporation, if any, shall consist  of  the
name of the Corporation and the state of its incorporation.

                           SECTION 10
                         INDEMNIFICATION

10.1 Right to Indemnification of Directors and Officers

     Each  person who was or is made a party or is threatened  to
be  made a party to or is otherwise involved in any action,  suit
or   proceeding,  whether  civil,  criminal,  administrative   or
investigative (hereafter a "proceeding"), by reason of  the  fact
that he or she is or was a director or officer of the Corporation
or  is  or  was  serving at the request of the Corporation  as  a
director  or  officer of another corporation or of a partnership,
joint venture, trust or other enterprise, including service  with
respect   to   an   employee   benefit   plan   (hereinafter   an
"indemnitee"),  whether the basis of such proceeding  is  alleged
action in an official capacity as a director or officer or in any
other  capacity while serving as a director or officer  shall  be
indemnified  and held harmless by the Corporation to the  fullest
extent  authorized by the Nevada General Corporation Law, as  the
same exists or may hereafter be amended, (but, in the case of any
such  amendment,  only to the extent that such amendment  permits
the  Corporation to provide broader indemnification  rights  than
permitted prior thereto), against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise  taxes
or  penalties and amounts paid in settlement) reasonably incurred
or  suffered by such indemnitee in connection therewith and  such
indemnification shall continue as to an indemnitee who has ceased
to be a director or officer and shall inure to the benefit of the
indemnitee's  heirs,  executors  and  administrators;   provided,
however, that, except as provided in Section 10.3 of these bylaws
or   with   respect   to  proceedings  to   enforce   rights   to
indemnification,  the  Corporation  shall  indemnify   any   such
indemnitee  in  connection with a proceeding  (or  part  thereof)
initiated  by  such indemnitee only if such proceeding  (or  part
thereof)  was  authorized  by  the  board  of  directors  of  the
Corporation.

10.2 Right to Advancement of Expenses

     The  right to indemnification conferred in Section  10.1  of
these  bylaws  shall  include  the  right  to  be  paid  by   the
Corporation the expenses incurred in defending any proceeding for
which  such right to indemnification is applicable in advance  of


                                  18
<PAGE>


its final disposition (hereinafter an "advancement of expenses");
provided,  however, that, if the Nevada General  Corporation  Law
requires, an advancement of expenses incurred by an indemnitee in
his  or  her  capacity as a director or officer (and not  in  any
other  capacity  in  which service was or  is  rendered  by  such
indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation
of an undertaking (hereinafter an "undertaking"), by or on behalf
of  such indemnitee, to repay all amounts so advanced if it shall
ultimately  be determined by final judicial decision  from  which
there  is  no  further  right  to appeal  (hereinafter  a  "final
adjudication")  that  such  indemnitee  is  not  entitled  to  be
indemnified for such expenses under this section or otherwise.

10.3 Right of Indemnitee to Bring Suit

     The  rights  to  indemnification and to the  advancement  of
expenses  conferred  in Sections 10.1 and 10.2  of  these  bylaws
shall be contract rights. If a claim under Sections 10.1 and 10.2
of  these  bylaws  is not paid in full by the Corporation  within
sixty  (60) days after a written claim has been received  by  the
Corporation, except in the case of a claim for an advancement  of
expenses,  in  which case the applicable period shall  be  twenty
(20)  days, the indemnitee may at any time thereafter bring  suit
against  the  Corporation to recover an advancement  of  expenses
pursuant to the terms of an undertaking, the indemnitee shall  be
entitled  to be paid also the expense of prosecuting or defending
such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought  by
the  indemnitee to enforce a right to an advancement of expenses)
it  shall  be  a  defense  that, and (ii)  in  any  suit  by  the
Corporation to recover an advancement of expenses pursuant to the
terms  of  an  undertaking the Corporation shall be  entitled  to
recover  such  expenses  upon  a  final  adjudication  that,  the
indemnitee   has   not   met   any   applicable   standard    for
indemnification set forth in the Nevada General Corporation  Law.
Neither  the failure of the Corporation (including its  board  of
directors,  independent legal counsel, or  its  stockholders)  to
have  made a determination prior to the commencement of such suit
that   indemnification  of  the  indemnitee  is  proper  in   the
circumstances  because  the indemnitee  has  met  the  applicable
standard of conduct set forth in Nevada General Corporation  Law,
nor  an  actual  determination by the Corporation (including  its
board   of   directors,  independent  legal   counsel,   or   its
stockholders)  that  the indemnitee has not met  such  applicable
standard  of  conduct,  shall  create  a  presumption  that   the
indemnitee has not met the applicable standard of conduct or,  in
the  case of such a suit brought by the indemnitee, be a  defense
to such suit. In any suit brought by the indemnitee to enforce  a
right  to  indemnification  or  to  an  advancement  of  expenses
hereunder,  or  by the Corporation to recover an  advancement  of
expenses  pursuant to the terms of an undertaking, the burden  of
proving that the indemnitee is not entitled to be indemnified, or
to  such advancement of expenses, under this section or otherwise
shall be on the Corporation.

10.4 Non-Exclusivity of Rights

     The  rights  to  indemnification and to the  advancement  of
expenses conferred in this article shall not be exclusive of  any
other  right which any person may have or hereafter acquire under


                                  19
<PAGE>


any  statute,  the  Corporation's certificate  of  incorporation,
bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

10.5 Insurance

     The  Corporation may maintain insurance, at its expense,  to
protect  itself and any director, officer, employee or  agent  of
the   Corporation  or  another  corporation,  partnership,  joint
venture, trust or other enterprise against any expense, liability
or  loss, whether or not the Corporation would have the power  to
indemnify  such  person against such expense, liability  or  loss
under the Nevada General Corporation Law.

10.6 Indemnification of Employees and Agents of the Corporation

     The  Corporation may, to the extent authorized from time  to
time  by the board of directors, grant rights to indemnification,
and  to  the advancement of expenses to any employee or agent  of
the  Corporation to the fullest extent of the provisions of  this
article  with  respect to the indemnification and advancement  of
expenses of directors and officers of the Corporation.

10.7 No Presumption of Bad Faith

     The  termination  of  any  proceeding  by  judgment,  order,
settlement, conviction or upon a plea of nolo contendere  or  its
equivalent  shall not, of itself, create a presumption  that  the
person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests
of this Corporation, or, with respect to any criminal proceeding,
that  the person had reasonable cause to believe that the conduct
was unlawful.

10.8 Survival of Rights

     The  rights  conferred on any person  by  this  Bylaw  shall
continue as to a person who has ceased to be a director, officer,
employee  or  other agent and shall inure to the benefit  of  the
heirs, executors and administrators of such a person.

10.9 Amendments to Law

     For  purposes of this Bylaw, the meaning of "law" within the
phrase  "to  the  fullest  extent not prohibited  by  law"  shall
include,  but  not be limited to, the Nevada General  Corporation
Law,  as  the  same exists on the date hereof or  as  it  may  be
amended;  provided,  however,  that  in  the  case  of  any  such
amendment, such amendment shall apply only to the extent that  it
permits the Corporation to provide broader indemnification rights
than  the Act permitted the Corporation to provide prior to  such
amendment.


                                  20
<PAGE>


10.10     Savings Clause

     If  this Bylaw or any portion hereof shall be invalidated on
any   ground   by  any  court  of  competent  jurisdiction,   the
Corporation shall indemnify each director, officer or other agent
to the fullest extent permitted by any applicable portion of this
Bylaw  that  shall not have been invalidated,  or  by  any  other
applicable law.

10.11     Certain Definitions

     For  the purposes of this Section, the following definitions
shall apply:

     (a)  The term "proceeding" shall be broadly construed and shall
          include, without limitation, the investigation, preparation,
          prosecution, defense, settlement and appeal of any threatened,
          pending or completed action, suit or proceeding, whether brought
          in the right of the Corporation or otherwise and whether civil,
          criminal, administrative or investigative, in which the director
          or officer may be or may have been involved as a party or
          otherwise by reason of the fact that the director or officer is
          or was a director or officer of the Corporation or is or was
          serving at the request of the Corporation as a director or
          officer of another corporation, partnership, joint venture, trust
          or other enterprise.

     (b)  The term "expenses" shall be broadly construed and shall
          include, without limitation, all costs, charges and expenses
          (including fees and disbursements of attorneys, accountants and
          other experts) actually and reasonably incurred by a director or
          officer in connection with any proceeding, all expenses of
          investigations, judicial or administrative proceedings or
          appeals,  and any expenses of establishing a  right  to
          indemnification under these bylaws, but shall not include amounts
          paid in settlement, judgments or fines.

     (c)  "Corporation" shall mean Third-Order Nanotechnologies, Inc.,
          a Nevada corporation, and any successor corporation thereof.

     (d)  Reference to a "director" or "officer" of the Corporation
          shall include, without limitation, situations where such person
          is serving at the request of the Corporation as a director or
          officer of another corporation, partnership, joint venture, trust
          or other enterprise.

     (e)  References to "other enterprises" shall include employee
          benefit plans. References to "fines" shall include any excise
          taxes assessed on a person with respect to any employee benefit
          plan. References to "serving at the request of the Corporation"
          shall include any service as a director, officer, employee or
          agent of the Corporation which imposes duties on, or involves
          services by, such director, officer, employee or agent with
          respect to an employee benefit plan, its participants, or


                                  21
<PAGE>


          beneficiaries. A person who acted in good faith and in a manner
          the person reasonably believed to be in the interest of the
          participants and beneficiaries of an employee benefit plan shall
          be deemed to have acted in a manner "not opposed to the best
          interests of the Corporation" as referred to in this Bylaw.

                           SECTION 11
                           AMENDMENTS

     These  bylaws  may be altered, amended or repealed  and  new
bylaws may be adopted by the board of directors.

     The  foregoing bylaws were adopted by the board of directors
of the Corporation on January 15, 2007.


By:/s/Andrew Ashton
   --------------------------
   Andrew Ashton, Secretary

























                                  22
<PAGE>




</TEXT>
</DOCUMENT>
