EXHIBIT 3.3




CERTIFICATE
OF AMENDMENT TO


ARTICLES
OF INCORPORATION OF


SPECTRASCIENCE,
INC.





The
undersigned, being the Chief Executive Officer of SpectraScience, Inc., a
Minnesota corporation (the “Corporation”), in accordance with the Minnesota
Business Corporation Act, does hereby certify that the Board of Directors
adopted the following resolutions effective as of September 21,
2009:





AMENDMENT
OF ARTICLES OF INCORPORATION





RESOLVED,that Article I of
the Articles of Incorporation of the Corporation be, and the same hereby is,
amended at Section 1.02 to read as follows:





“1.02
Registered Office and Agent. The location and post office address of the
registered office of this Corporation in the State of Minnesota is 1400 Fifth
Street Towers, 100 South Fifth Street, Minneapolis, Minnesota 55402. The
registered agent of the Corporation at that address is Janna R.
Serverance.”





RESOLVED FURTHER, that Article
II of the Articles of Incorporation of the Corporation be, and the same hereby
is, amended at Section 2.01 to read as follows:





“2.01
Numbers and Classes of Shares. This Corporation shall have the authority to
issue an aggregate of 225,000,000 shares of capital stock, consisting of
160,000,000 shares of common stock, $.01 par value per share (the “Common
Stock”), 50,000,000 shares of undesignated shares of Series B Preferred Stock.
The Undesignated Stock may be issued in one or more series as determined from
time to time by the Board of Directors. Any series authorized for issuance by
the Board of Directors may be senior to the Common Stock with respect to any
distribution (as such term is defined in Section 302A.011, Subd. 10, Minnesota
Statutes) if so designated by the Board of Directors upon issuance of the shares
of that series. The Board of Directors is hereby granted the express authority
to fix by resolution any other designations, powers, preferences, rights
(including voting rights), qualifications, limitations or restrictions with
respect to any particular series created from the Undesignated Stock prior to
issuance thereof.”





IN WITNESS WHEREOF,the
undersigned has hereunto affixed his signature.





/s/
      JIM HITCHINJim
      Hitchin, Chief Executive
Officer








AMENDED
AND RESTATED
 ARTICLES
OF INCORPORATION
 OF
 SPECTRASCIENCE,
INC.
 
 The
Articles of Incorporation of SpectraScience, Inc., as amended, are hereby
amended and restated in their entirety to read as follows:
 
 ARTICLE
I. NAME AND REGISTERED OFFICE
 
 1.01           Name.The name of this
Corporation is SpectraScience, Inc.
 
 1.02           Registered Office.The
location and post office address of the registered office of this Corporation in
the State of Minnesota is 4800 WELLS
FARGO CTR, MPLS 55402
 
 ARTICLE
II. SHARES AND SHAREHOLDERS
  “2.01        
Numbers and Classes of Shares. This
Corporation shall have the authority to issue an aggregate of 225,000,000 shares
of capital stock, consisting of 160,000,000 shares of common stock, $.01 par
value per share (the “Common Stock”), 50,000,000 shares of undesignated shares
of Series B Preferred Stock. The Undesignated Stock may be issued in one or more
series as determined from time to time by the Board of Directors. Any series
authorized for issuance by the Board of Directors may be senior to the Common
Stock with respect to any distribution (as such term is defined in Section
302A.011, Subd. 10, Minnesota Statutes) if so designated by the Board of
Directors upon issuance of the shares of that series. The Board of Directors is
hereby granted the express authority to fix by resolution any other
designations, powers, preferences, rights (including voting rights),
qualifications, limitations or restrictions with respect to any particular
series created from the Undesignated Stock prior to issuance
thereof.”
  2.02           Issuance of Shares.The Board
of Directors Shall have the authority to issue shares of a class or series to
holders of shares of another class or series to effectuate share dividends,
splits, or conversion of its outstanding shares.
 
 2.03           Preemptive Rights.No
shareholder of the Corporation shall have any preemptive rights to subscribe for
or purchase his, her or its proportionate share of any stock of the Corporation,
now or hereafter authorized or issued.
 
 2.04           Cumulative Voting.No
shareholder shall have the right to cumulate his, her or its votes in the
election of directors or for any other purpose whatsoever.
 
 2.05           Shares Outstanding as of the Date of
this Restatement.Effective with the filing of these Amended and Restated
Articles of Incorporation, the par value of all outstanding Common Stock shall
be reduced from $.25 to $.01 per share and all such shares shall be “Common
Stock” as described in Section 2.01 above.
 
 2




ARTICLE
III. WRITTEN ACTION
 
 Any
action, other than an action requiring shareholder approval, required or
permitted to be taken at a meeting of the Board of Directors of this Corporation
may be taken by written action signed by the number of directors required to
take the same action at a meeting of the Board of Directors at which all
directors were present. Any action requiring shareholder approval required or
permitted to be taken at a meeting of the Board of Directors of this Corporation
may be taken by written action signed by all of the
directors.




ARTICLE
IV. LIMITATION ON DIRECTORS LIABILITY
 
 A
director of the Corporation shall not be personally liable to the Corporation or
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (i) liability based on a breach of the duty of loyalty to
the Corporation or the shareholders; (ii) liability for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) liability based on the payment of an improper dividend or an improper
repurchase of the Corporation's stock under Minnesota Statutes Section 302A.559
or on violations of Minnesota state securities laws (Minnesota Statutes, Section
80A.23); (iv) liability for any transaction from which the director derived an
improper personal benefit; or (v) liability for any act or omission occurring
prior to the date this Article IV becomes effective.  If the Minnesota
Business Corporation Act is hereafter amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Minnesota Business Corporation Act. Any repeal or modification of this Article
by the shareholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification. The provisions
of this Article IV shall not be deemed to limit or preclude indemnification of a
director by this Corporation for any liability or a director which has not been
eliminated by the provisions of this Article IV.
 
 The
foregoing restated articles of Incorporation supersede the original Articles of
Incorporation and all amendments to them.
  3