**RESTATED
      ARTICLES OF INCORPORATION**


**OF**


**DNAPRINT
      GENOMICS, INC.**




DNAPrint
      Genomics, Inc., a corporation organized and existing under and by virtue of
      the
      Laws of the State of Utah (the “Corporation”), pursuant to Section 16-10a-1007
      of the Utah Business Corporation Act, does hereby certify that the Board of
      Directors of the Corporation has adopted a resolution setting forth these
      restated Articles of Incorporation, declaring the restatement advisable and
      in
      the Corporation’s best interest. The restatement is as follows:





I.  The
      restatement evidenced hereby does not include any amendment to the existing
      Articles of Incorporation of the Corporation.





II.  The
      Restated Articles of Incorporation are as follows:




ARTICLE
      I





Name .
      The
      name of this corporation is DNAPrint genomics, Inc., formerly known as Catalyst
      Communications, Inc., and prior to December 26, 1996 known as Homestyle Harmony,
      Inc., and prior to 1996 known as Aire Wrap Systems International, Inc., and
      originally incorporated as Lexington Energy, Inc.








ARTICLE
      II




Period
      of Duration .
      The
      period of duration of the Corporation is perpetual.








ARTICLE
      III





Purposes
      and Powers .
      The
      purpose for which this Corporation is organized is to invest in all forms of
      investments, including real and personal property, stocks and bonds, including,
      but not limited to, minerals and oil, and to acquire options to purchase such
      properties, and to engage in all other lawful business.








ARTICLE
      IV





AUTHORIZED
      SHARES .
      The
      Corporation is authorized to issue two classes of stock to be designated,
      respectively, “Common Stock” and “Preferred Stock.” The Corporation shall have
      the authority to issue one billion, five hundred million (1,500,000,000) shares
      of common stock with a par value of one cent ($0.01) per share. The Corporation
      shall have the authority to issue ten million (10,000,000) shares of preferred
      stock with a par value of one cent ($0.01) per share. All stock will be fully
      paid and nonassessable, and the stock of this Corporation shall not be liable
      for further call or assessment. The authorized shares shall be issued at the
      discretion of the directors.





The
      Preferred Stock shall be divided into series. The first series shall consist
      of
      Fifty Thousand (50,000) shares and is designated “Series A Preferred Stock”,
      $0.01 par value per share.





The
      remaining shares of Preferred Stock may be issued from time to time in one
      or
      more additional series. Subject to the limitations contained in the
      Corporation’s Articles of Incorporation, as hereafter may be amended or
      restated, the Board of Directors of the Corporation (the “Board of Directors”)
      is hereby authorized to provide for the issue of all or any of the remaining
      shares of the Preferred Stock in one or more additional series and to fix or
      to
      determine or alter the rights, preferences, privileges and restrictions granted
      to or imposed upon such additional series of Preferred Stock, and the number
      of
      shares constituting any such series and the designation thereof, or of any
      of
      them. The rights, privileges, preferences and restrictions of any such
      additional series may be subordinated to, *pari* ** *passu* with
      (including, without limitation, inclusion in provisions with respect to
      liquidation and acquisition preferences, redemption and/or approval of matters
      by vote or written consent), or senior to any of those of any present or future
      class or series of Preferred Stock or Common Stock. The Board of Directors
      is
      also authorized to increase or decrease the number of shares of any series
      (other than the Series A Preferred Stock), subsequent to the issue of that
      series, but not below the number of shares of such series then outstanding
      or
      then reserved for issuance. In case the number of shares of any series shall
      be
      so decreased, the shares constituting such decrease shall resume the status
      that
      they had prior to the adoption of the resolution originally fixing the number
      of
      shares of such series.





A.  COMMON
      STOCK .





1.  Dividend
      Rights .
      Subject
      to the provisions of Section B.1 of this
      Article IV, the holders of the Common Stock shall be entitled to receive, when
      and as declared by the Board of Directors, out of any assets of the Corporation
      legally available therefor, such dividends as may be declared from time to
      time
      by the Board of Directors.





2.  Liquidation
      Rights .
      Upon
      the liquidation, dissolution or winding up of the Corporation, either voluntary
      or involuntary, the holders of Common Stock will be entitled to receive the
      assets of the Corporation in accordance with the provisions of Section B.2 of this
      Article IV.





3.  Redemption .
      The
      Common Stock is not redeemable.





4.  Voting
      Rights .
      The
      holder of each share of Common Stock shall have the right to one vote, and
      shall
      be entitled to notice of any stockholders meeting in accordance with the Bylaws
      of the Corporation, and shall be entitled to vote upon such matters and in
      such
      manner as may be provided by law. There shall be no cumulative
      voting.






B.  PREFERRED
      STOCK .





1.  Dividend
      Provisions . So long
      as any shares of Series A Preferred Stock are issued and outstanding, dividends
      shall be paid *pro rata* to the
      holders of Common Stock and Series A Preferred Stock (determined on an
      as-converted basis with respect to outstanding shares of Series A Preferred
      Stock).





2.  Liquidation
      Preference .





a)  In
      the
      event of any liquidation, dissolution or winding up of the Corporation, either
      voluntary or involuntary, (a “ Liquidation
      Event ”)
      the
      remaining assets of the Corporation legally available for distribution shall
      be
      distributed to the holders of Corporation stock in the following order and
      priority: (i) to each holder of Series A Preferred Stock, prior and in
      preference to any distribution of any of the assets of the Corporation to the
      holders of any other class or series of stock of the Corporation by reason
      of
      their ownership thereof, an amount per share equal to: (A) $10.00 for each
      outstanding share (as appropriately adjusted for stock splits, stock dividends,
      recapitalizations and similar events) of Series A Preferred Stock (the
“ Original
      Series A Issue Price ”)
      held
      by each such holder, and (B) an amount equal to all declared but unpaid
      dividends on the shares of Series A Preferred Stock held by each such holder
      (if
      the assets and funds available for distribution pursuant to this clause (i)
      shall be insufficient to permit the payment to the holders of Series A Preferred
      Stock of such full preferential amounts, then the entire remaining assets of
      the
      Corporation legally available for distribution shall be distributed ratably
      among the holders of Series A Preferred Stock in proportion to the number of
      shares of Series A Preferred Stock then owned by each such holder); and (ii)
      after all distributions pursuant to clause (i) above have been fully paid,
      to
      the holders of the Common Stock, *pro
      rata,* based on
      the number of shares of Common Stock held by each.





b)  Deemed
      Liquidation .





(i)  For
      purposes of this Article IV, the following shall be treated as a Liquidation
      Event: ( A )
      any
      consolidation or merger of the Corporation in which (I) the Corporation is
      not
      the surviving entity and (II) the Corporation’s existing shareholders own less
      than 40% of the outstanding stock of the surviving entity, or (B) the sale
      of
      all or substantially all of its assets. The
      Corporation shall give each holder of record of Series A Preferred Stock written
      notice of such impending transaction described in Section B.2(b)(i) of this
      Article IV not later than twenty (20) calendar days prior to the stockholders
      meeting called to approve such transaction, or twenty (20) calendar days prior
      to the closing of such transaction, whichever is earlier, and shall also notify
      such holders in writing of the final approval of such transaction.





3.  Redemption .
      The
      Series A Preferred Stock is not redeemable.





4.  Conversion .
      The
      holders of Series A Preferred Stock shall have conversion rights as follows
      (the
“ Conversion
      Rights ”):





a)  Right
      to Convert .
      Each
      share of Series A Preferred Stock shall be convertible, without the payment
      of
      additional consideration, at the option of the holder thereof, on any of four
      dates (the “Conversion Dates”). The first Conversion Date shall be the first day
      of the month after the month in which a registration statement (other than
      a
      registration statement on Form S-4, Form S-8 or any successor form thereto)
      filed by the Corporation with the Securities and Exchange Commission becomes
      effective. The other Conversion Dates shall be the first days of the fourth,
      seventh and tenth months after the month in which such registration statement
      becomes effective. If, on any Conversion Date, the Conversion Price (as
      hereinafter defined) would be less than $0.025 per share, the Corporation may
      elect to defer the Conversion Date to the first day of the next month. If,
      on
      such deferred Conversion Date, the Conversion Price would be less than $0.025
      per share, the Corporation may again defer the Conversion Date to the first
      day
      of the next month. Upon such second deferred Conversion Date, the Series A
      Preferred Stock shall be converted without further deferral. Such conversion
      shall be effected at the office of the Corporation or any transfer agent for
      such stock, into such number of fully-paid and nonassessable shares of Common
      Stock as is determined by dividing the Original Series A Issue Price by the
      Conversion Price applicable to such share, determined as hereafter provided,
      in
      effect on the date the certificate is surrendered for conversion. As used
      herein, the “ Conversion
      Price ”
shall
      be defined as follows: the lesser of (i) eighty percent (80%) of the average
      of
      the five lowest daily volume weighted average prices of the Corporation’s common
      stock during the twenty (20) trading days prior to the Conversion Date, or
      (ii)
      eighty percent (80%) of the closing price of the Corporation’s common stock on
      the trading day prior to the Conversion Date.





b)  Automatic
      Conversion .
      Each
      share of Series A Preferred Stock not previously converted shall automatically
      be converted, without the payment of additional consideration, into shares
      of
      Common Stock at the Conversion Price, as applicable, in effect on the date
      of
      and immediately prior to the last Conversion Date described in the foregoing
      paragraph B.4(a).





c)  Mechanics
      of Conversion . Before
      any holder of Series A Preferred Stock shall be entitled to convert such shares
      into shares of Common Stock, such holder shall surrender the certificate or
      certificates therefor, duly endorsed, at the office of the Corporation or of
      any
      transfer agent for such stock, and shall give written notice to the Corporation
      at such office that such holder elects to convert the same and shall state
      therein the name or names in which such holder wishes the certificate or
      certificates for shares of Common Stock to be issued. The Corporation shall,
      as
      soon as practicable thereafter, issue and deliver at such office to such holder
      of Series A Preferred Stock, or to the nominees of such holder, as the case
      may
      be, a certificate or certificates for the number of shares of Common Stock
      to
      which such holder shall be entitled under this Article IV. Such conversion
      shall
      be deemed to have been made immediately prior to the applicable Conversion
      Date,
      and the person or persons entitled to receive the shares of Common Stock
      issuable upon such conversion shall be treated for all purposes as the record
      holder or holders of such shares of Common Stock on such date.





d)  Notices
      of Record Date .
      In the
      event that the Corporation shall propose at any time: (i) to declare any
      dividend or distribution upon its Common Stock, whether in cash, property,
      stock
      or other securities; (ii) to offer for subscription *pro
      rata* to the
      holders of any class or series of its stock any additional shares of stock
      of
      any class or series or other rights; (iii) to effect any reclassification or
      recapitalization of its Common Stock outstanding involving a change in the
      Common Stock; or (iv) to merge or consolidate with or into any other
      corporation, or sell, lease or convey all or substantially all of its assets,
      or
      to liquidate, dissolve or wind up, then, in connection with each such event,
      the
      Corporation shall send to the holders of Series A Preferred Stock: (1) at least
      ten (10) calendar days prior written notice of the date on which a record shall
      be taken for such dividend, distribution or subscription rights (and specifying
      the date on which the holders of Common Stock shall be entitled thereto) or
      for
      determining rights to vote, if any, in respect of the matters referred to in
      (iii) and (iv) above; and (2) in the case of the matters referred to in (iii)
      and (iv) above, at least twenty (20) calendar days prior written notice of
      the
      date when the same shall take place (and specifying the date on which the
      holders of Common Stock shall be entitled to exchange their Common Stock for
      securities or other property deliverable upon the occurrence of such
      event).





e)  Reservation
      of Stock Issuable Upon Conversion .
      The
      Corporation shall at all times reserve and keep available out of its authorized
      but unissued shares of Common Stock, solely for the purpose of effecting the
      conversion of the shares of Series A Preferred Stock, such number of its shares
      of Common Stock as shall from time to time be sufficient to effect the
      conversion of all outstanding shares of Series A Preferred Stock; and if at
      any
      time the number of authorized but unissued shares of Common Stock shall not
      be
      sufficient to effect the conversion of all then outstanding shares of Series
      A
      Preferred Stock, in addition to such other remedies as shall be available to
      the
      holder of such Series A Preferred Stock, the Corporation will take such
      corporate action as may, in the judgment of the Board of Directors, with the
      concurrence of its counsel, be necessary to increase its authorized but unissued
      shares of Common Stock to such number of shares as shall be sufficient for
      such
      purpose, including, without limitation, engaging in best efforts to obtain
      the
      requisite stockholder approval of any necessary amendment to the Articles of
      Incorporation of the Corporation.





f)  Fractional
      Shares .
      No
      fractional shares shall be issued upon the conversion of any share or shares
      of
      Series A Preferred Stock. All shares of Common Stock (including fractions
      thereof) issuable upon conversion of more than one share of Series A Preferred
      Stock by a holder thereof shall be aggregated for purposes of determining
      whether the conversion would result in the issuance of any fractional share.
      If,
      after such aggregation, the conversion would result in the issuance of a
      fraction of a share of Common Stock, the Corporation shall, in lieu of issuing
      any fractional share, pay the holder otherwise entitled to such fraction a
      sum
      in cash equal to the fair market value of such fraction on the date of
      conversion (as determined in the judgment of the Board of
      Directors).





g)  Notices .
      Any
      notice required by the provisions of this Article IV to be given to the holders
      of shares of Series A Preferred Stock shall be given in writing and shall be
      deemed to be effectively given five days after having been sent by mail, postage
      prepaid and addressed to each holder of record at his address appearing on
      the
      books of the Corporation.





5.  Voting
      Rights . The
      holder of each share of Series A Preferred Stock shall have the right to one
      (1)
      vote for each share of Common Stock into which such holder’s shares of Series A
      Preferred Stock could then be converted (with any fractional share determined
      on
      an aggregate conversion basis being rounded to the nearest whole share, with
      0.5
      being rounded up) and, with respect to such vote, such holder shall have full
      voting rights and powers equal to the voting rights and powers of the holders
      of
      Common Stock, except as required by law or as expressly provided herein, and
      shall be entitled, notwithstanding any provision hereof, to notice of any
      stockholders’ meeting in accordance with the Bylaws of the Corporation.





6.  Status
      of Converted Stock .
      In the
      event any shares of Series A Preferred Stock shall be converted pursuant to
      Article IV hereof, the shares so converted shall be canceled and shall not
      be
      issuable by the Corporation. The Articles of Incorporation of the Corporation
      shall be appropriately amended to effect the corresponding reduction in the
      Corporation’s authorized capital stock.





C.  Effective
      at 12:01 a.m., Sarasota, Florida time on July 12, 2005, each twenty shares
      of
      Common Stock, $.01 par value per share of the Corporation then issued and
      outstanding automatically shall be combined into one share (or fraction thereof)
      of Common Stock, $.01 par value per share, of the Corpor ation.
      Fractional shares shall be issued. The Corporation shall continue to have
      1,500,000,000 shares of authorized common stock.





ARTICLE
      V





Incorporators .
      The
      name and post office address of each incorporator is:





Garner
      D.
      Jensen


2736
      East
      Commonwealth Avenue


Salt
      Lake
      City, Utah 84109


Raymond
      Brent Drage


1928
      Nunley Circle


Salt
      Lake
      City, Utah 84117





Jennifer
      Smith Goodman


4370
      Highland Drive


Salt
      Lake
      City, Utah 84117




ARTICLE
      VI





Directors .
      The
      Corporation shall be governed by a Board of Directors consisting of no less
      than
      three (3) and no more than nine (9) directors. Directors need not be
      stockholders of the Corporation.





ARTICLE
      VII





Commencement
      of Business .
      The
      Corporation shall not commence business until at least One Thousand Dollars
      ($1,000) has been received by the Corporation as consideration for the issuance
      of its shares.





ARTICLE
      VIII





Preemptive
      Rights .
      There
      shall be no preemptive rights to acquire unissued and/or treasury shares of
      the
      stock of the Corporation.








ARTICLE
      IX





Voting
      of Shares .
      Each
      outstanding share of common stock of the Corporation shall be entitled to one
      vote on each matter submitted to a vote at the meeting of the stockholders.
      Each
      stockholder shall be entitled to vote his or its shares in person or by proxy,
      executed in writing by such stockholders, or by his duly authorized
      attorney-in-fact. At each election of Directors, every stockholder entitled
      to
      vote in such election shall have the right to vote, in person or by proxy,
      the
      number of shares owned by him or it for as many persons as there are Directors
      to be elected and for whose election he or it has the right to vote, but the
      Shareholder shall have no right to accumulate his or its votes with regard
      to
      such election.




ARTICLE
      X





Registered
      Office and Registered Agent .
      The
      address of the registered office of the Corporation is 50 W 3900 S., 2B, Salt
      Lake City, UT 84107, and the Registered Agent at such office is Quick Data
      Services, Incorporated.








III.  These
      Restated Articles of Incorporation were adopted by the Board of Directors of
      the
      Corporation on March 22, 2006. These Restated Articles of Incorporation do
      not
      require approval of the shareholders.





IV.  These
      Restated Articles of Incorporation shall be effective immediately upon filing
      with the Secretary of State of the State of Utah.





IN
      WITNESS WHEREOF, DNAPrint Genomics, Inc. has caused these Restated Articles
      of
      Incorporation to be signed by the President this 22 nd day of
      March, 2006.








DNAPrint
      Genomics, Inc.








By:__________________________


Tony
      Frudakis


Director