RESTATED ARTICLES OF INCORPORATION

                                     OF

                      ARROW-MAGNOLIA INTERNATIONAL, INC.

ARROW-MAGNOLIA INTERNATIONAL, INC., pursuant to the provisions of
Article 4.07 of the Texas Business Corporation Act, hereby adopts Restated
Articles of Incorporation which accurately copy the articles of incorporation
and all amendments thereto that are in effect to date, such restated articles
of incorporation as hereinafter set forth and which contain no other changes
in any provision.

The articles of incorporation of the corporation as restated by the
restated articles of incorporation are as follows:

Article 1.  The name of the corporation is Arrow-Magnolia International,
Inc.

Article 2.  The purposes for which the corporation is organized are as
follows:

(a)	To manufacture, purchase or otherwise acquire and to hold,
own, use, distribute, sell, or otherwise dispose of and generally to
trade and deal in and with, at wholesale, retail or otherwise, any and
all kinds of insecticide, maintenance, sanitation, disinfectant and
specialty chemical products and any and all inventions, devices,
processes, discoveries, formulae, letters patent or applications
therefor, copyrights, trademarks, trade names, trade symbols, labels and
designs, and other indications of origin or ownership, and all other
rights, interest or privileges in any manner incidental thereto not
prohibited by law.

(b)	To engage in any mercantile, manufacturing or trading
business of every kind or character whatsoever throughout the world, and
to do all things incidental to any such business not prohibited by law.

(c)	To acquire, by purchase or otherwise, the good will,
business, property rights, franchises and assets of every kind, with or
without undertaking, either wholly or part, the liabilities of any
person, firm, association or corporation; and to acquire any property or
business as a going concern or otherwise (1) by purchase of the assets
therereof wholly or in part, (2) by acquisition of the shares or any
part thereof, or (3) in any other manner, and to pay for the same in
cash or in shares or bonds or other evidences of indebtedness of this
corporation, or otherwise; to hold, maintain and operate, or in any
manner dispose of, the whole or any part of any business so acquired;
and to exercise all the powers necessary or convenient in and about the
management of such business.

(d)	To purchase or otherwise acquire, hold, own, operate,
develop, sub-divide, lease, mortgage, sell, convey, pledge, transfer or
otherwise dispose of and to invest, trade or deal in, directly or
indirectly, real and personal property of every class and description in
any of the states, districts, territories or colonies of the United
States, and in any and all foreign countries, subject to the laws of
such state, district, territory, colony or country; provided, however,
that the corporation shall not own or purchase property or transact
business which is prohibited by Article 2.01B of the Texas Business
Corporation Act or Part Four of the Texas Miscellaneous Corporation Laws
Act.

(e)	To establish, maintain and engage generally in the oil and
gas business and to invest in, mine, prospect for, drill for, produce,
store, buy or in any manner acquire, refine, manufacture into its
several products and to sell, market, distribute and transport petroleum
and her minerals and their products and by-products.

(f)	To do each and everything necessary, suitable or proper for
the accomplishment of any of the purposes or for the attainment of any
one or more of the objects herein enumerated, or which at any time
appear conducive to or expedient for the protection or benefit of the
corporation.

The foregoing clauses shall be construed as powers as well as objects
and purposes, and the matters expressed in each clause shall, unless herein
otherwise expressly provided, be in nowise limited by reference to or
inference from the terms of any other clause, but shall be regarded as
independent objects, purposes and powers; and the enumeration of specific
objects, purposes and powers shall not be construed to limit or restrict in
any manner the meaning of general terms or the general powers of the
corporation.

Article 3.  The post office address of the corporation's register office
is 2612 Thomas Avenue, Dallas, Texas 75204, and the name of the corporation's
registered agent at such address is Christopher M. Hewitt.

Article 4.  The period of duration of the corporation is perpetual.

Article 5.  The number of directors shall be that number, never less
than three (3), as from time to time shall be fixed by the bylaws of the
corporation.  The number of directors constituting the existing board of
directors is four (4) and the names and addresses of such persons are as
follows:

Name				Address

Mark I. Kenner		2646 Rodney Lane, Dallas, Texas 75229

Fred Kenner			2646 Rodney Lane, Dallas, Texas 75229

Fred T. Bennett		5925 Forest Lane, Dallas, Texas 75230

Jeff Levitt			11930 Preston Road #140, Dallas, Texas
75230

Article 6.  The Corporation is authorized to issue two classes of
shares to be designated  respectively  "Preferred"  and  "Common."   The
total number of shares which the corporation is authorized to issue is
10,500,000 shares.  The number of preferred shares authorized is 500,000
shares and the par value of each such share is $.10.  The number of
common shares authorized is 10,000,000 shares and the par value of each
such share is $.10.  The Board of Directors of the Company may issue the
shares of the preferred stock from time to time in one or more series,
without any action or approval by stockholders.  Each series of
Preferred Stock authorized by the Board of Directors of the Company (i)
may have such number of shares; (ii) may be entitled to receive
dividends, which may be cumulative or noncumulative, at such rate or
rates, on such condition, from such date or dates, and at such times and
payable in preference to, or in such relation to, the dividends payable
on any other class or classes or series of stock; (iii) may be subject
to redemption and such limitations and restrictions with respect to such
redemption and premium, if any;  (iv) may have such rights upon the
dissolution of, or upon any distribution of assets upon  liquidation,
dissolution  or  winding  up  of  the Company; (v) may be entitled to a
purchase, retirement or sinking fund;  (vi) may be convertible into or
exchangeable for shares of any other class or classes of stock and the
price of rates of conversion or exchange;  (vii) may have such voting
rights in addition to such rights as may attach by law; and (viii) may
have such other preferences and relative, participating, optional or
special rights and qualifications, limitations or restrictions thereon
as not inconsistent with the Articles of Incorporation of the Company
all as shall be stated in the resolution or resolutions adopted by the
Board of Directors of the Company providing  for  the  issuance  of
such  series  of Preferred Stock.

Article 7.  No holder of shares of the capital stock of any class
of the corporation shall be entitled to cumulate his votes at any
election of directors.

Article 8.  No holder of shares of the capital stock of any class
of the corporation shall have any pre-emptive or preferential right to
subscribe for, purchase, or receive any part of any new or additional
issue of stock of any class, whether now or hereafter authorized, or of
any bonds, debentures, or other securities convertible into stock of any
class, and all such additional shares of stock, bonds, debentures or
other securities convertible into stock may be issued and disposed of by
the board of directors to such person and on such terms and for such
consideration (so far as may be permitted by law) as the board of
directors, in their absolute discretion may deem advisable.

Article 9.  Except as may be otherwise provided in Article 2.41 of
the Texas Business Corporation Act, no contract, act or transaction of
this corporation with any person or persons, firm, trust or association,
or any other corporation shall be affected or invalidated by the fact
that any director, officer or shareholder of this corporation is a party
to, or is interested in, such contract, act or transaction, or in any
way connected with any such person or persons, firm, trust or
association, or is a director, officer or shareholder of, or otherwise
interested in, any such other corporation, nor shall any duty to pay
damages on account to this corporation be imposed upon such director,
officer or shareholder of this corporation solely by reason of such
fact, regardless of whether the vote, action or presence of any such
director, officer or shareholder may be, or may have been, necessary to
obligate this corporation on, or in connection with, such contract, act
or transaction, provided that if such vote, action or presence is, or
shall have been necessary, such interest or connection (other than an
interest as a controlling shareholder of any such other corporation) be
known or disclosed to the Board of Directors of the Corporation.

Article 10.  Each director and officer or former director or
officer or any person who may have served at the request of this
corporation as a director or officer of another corporation in which
this corporation owns shares of capital stock or of which this
corporation is a creditor (and their heirs, executors and
administrators) may be indemnified by the corporation against reasonable
costs and expenses incurred by him in connection with any action, suit
or proceeding to which he may be made a party by reason of his being or
having been such director or officer, except in relation to any actions,
suits or proceedings in which he has been adjudged liable because of
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.  In the absence of
an adjudication which expressly absolves the director or officer of
liability to the corporation or its shareholders for willful
misfeasance, bad faith, gross negligence and reckless disregard of the
duties involved in the conduct of his office, or in the event of a
settlement, each director and officer (and his heirs, executors and
administrators) may be indemnified by the corporation against payments
made, including reasonable costs and expenses, provided that such
indemnity shall be conditioned upon the prior determination by a
resolution of two thirds of those members of the Board of Directors of
the corporation who are not involved in the action, suit or proceeding
that the director or officer has no liability by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office, and provided further that
if a majority of the members of the Board of Directors of the corpor-
ation are involved in the action, suit or proceeding, such determination
shall have been made by a written opinion of independent counsel.
Amounts paid in settlement shall not exceed costs, fees and expenses
which would have been reasonably incurred if the action, suit or
proceeding had been litigated to a conclusion.  Such a determination the
Board of Directors, or by independent counsel, and the payments of
amounts by the corporation on the basis thereof shall not prevent a
shareholder from challenging such indemnification by appropriate legal
proceedings on the grounds that the person indemnified was liable to the
corporation or its security holders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved
in the conduct of his office.  The foregoing rights and indemnification
shall not be exclusive of any other rights to which the officers and
directors may be entitled according to law.

Article 11.  The shareholders of the corporation hereby delegate
to the Board of Directors the power to adopt, alter, amend or repeal the
bylaws of the corporation; such power shall be deemed to be vested
exclusively in the Board of Directors and shall not be exercised by the
shareholders.

Article 12.  Any matters for which the affirmative vote of the
holders of a specified portion of the shares entitled to vote is
specified in the Texas Business Corporation Act shall, as permitted by
Article 2.28 of the Texas Business Corporation Act, require the affirma-
tive vote of a majority of the shares entitled to vote on such matter and
no greater portion of the shares.

Article 13.  Any action required by the Texas Business Corporation
Act to be taken at any annual or special meeting of shareholders, or any
action which may be taken at any annual or special meeting of sharehold-
ers, may be taken without a meeting, without prior notice, and without a
vote, if, in accordance with the requirements of Article 9.10A of the
Texas Business Corporation Act, a consent or consents in writing, setting
forth the action so taken, shall be signed by the holder or holders of
shares having not less than the minimum of votes that would be necessary
to take such action at a meeting at which the holders of all shares
entitled to vote on the action were present and voted.

Article 14.  No Director of the Corporation shall be liable to the
Corporation or its shareholders or members for monetary damages for an
act or omission in the Director's capacity as Director; provided,
however, that this Article Fourteen shall not eliminate or limit a
Directors' liability for (i) any breach of the Directors' duty of loyalty
to the corporation or its shareholders or members, (ii) an act or
omission not in good faith or that involves intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the
Director derived an improper personal benefit, whether or not the benefit
resulted from an action taken within the scope of the Directors' office,
(iv) an act of omission for which the liability of a Director is
expressly provided for by statute, or (v) an act related to an unlawful
stock repurchase or payment of a dividend.  This Article Fourteen shall
be construed so that, to the fullest extent permitted by Article 7.06 of
the Texas Miscellaneous Corporation Laws Act and other applicable law as
now or hereafter in effect, a Director of the Corporation shall not be
liable to the Corporation or its shareholders for monetary damages for
breach of his fiduciary duty as a Director.

     IN WITNESS WHEREOF, these Restated Articles of Amendment are
executed as of     	             , 2004.

                                    ARROW-MAGNOLIA INTERNATIONAL, INC.


                                    By  /s/ Fred Kenner
         					   --------------------------------
                                        Fred Kenner, President

                                    And /s/ Christopher M. Hewitt
				               --------------------------------
                                    Christopher M. Hewitt, Assistant Secretary

                                ACKNOWLEDGMENT

STATE OF TEXAS

COUNTY OF DALLAS

	BEFORE ME, a notary public, on this day personally appeared Fred Kenner,
known to me to be the person whose name is subscribed to the foregoing
document, and, being by me first duly sworn, declared that the statements
therein contained are true and correct.

	Given under my hand and seal of office this           day of
, 2004.





						Notary Public in and for
						the State of Texas

My commission expires:
		             		[Printed Name of Notary]