**Exhibit3.4**

AMENDED AND RESTATED

BYLAWS

OF

LPATH, INC.

ARTICLE I

OFFICES

1.             THEPRINCIPAL OFFICES of the corporation shall be in the City of San Diego, Stateof California.  The corporation may havesuch other offices within or without the State of California as the Board ofDirectors may designate or as the business of the corporation may from time totime require.

ARTICLE II

SHAREHOLDERS

1.             ANNUALMEETING.  The annual meeting of theshareholders shall be held on a date and time designated by the Board ofDirectors for the purpose of electing directors and for the transaction ofother business that may come up before the meeting.

2.             SPECIALMEETING.  A special meeting of theshareholders may be called by the Board of Directors, or by the President.  Special meetings shall be called any timeupon the request of the shareholders owning not less than fifty percent (50%)of the outstanding stock of the corporation entitled to vote at such meeting.

3.             PLACEOF MEETING.  All meetings of theshareholders shall be held at the principal office of the corporation or atsuch other place as shall be determined from time to time by the Board ofDirectors.  If the place of the meetingis not at the principal offices of the corporation, the place of such meetingshall be stated in the call of the meeting.

4.             NOTICEOF MEETING.  Notice of the time and placeof the annual meeting of shareholders shall be given by mailing written noticeof the meeting at least ten (10) days but not more than sixty (60) days priorto the meeting to each shareholder of record of the corporation entitled tovote at such meeting. Such notice shall be deemed to be delivered whendeposited in the United States mail so addressed, with postage prepaidthereon.  The notice of the time andplace of special meetings shall be given by written notice or by personalnotice at least five (5) days prior to the meeting to each shareholder ofrecord of the corporation entitled to vote at such meeting.

5.             CLOSINGOF TRANSFER BOOKS.  For the purpose of determiningthe shareholders entitled to notice of or entitled to vote at any regularmeeting of shareholders or any special meeting, or of determining theshareholders entitled to receive payment of any dividend, or in order to make adetermination of shareholders for any other purpose, the Directors of thecorporation shall provide that the stock transfer books be closed for a statedperiod, but not to exceed in any case fifty (50) days.  If the stock transfer books are to be closedfor the purpose of determining shareholders entitled to notice of a specialmeeting or of the annual meeting of shareholders, such books shall be closedfor at least fourteen (14) days immediately preceding 

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such meeting.  In lieu of closing the stock transfer books,the Board of Directors may fix in advance a date as the record date for anysuch determination of shareholders, such date in any case to be not more thanfifty (50) days and, in the case of a meeting of shareholders, not less than(10) days prior to the date on which a particular action requiring suchdetermination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixedfor determination of (i) shareholders entitled to notice of or to vote at themeeting of shareholders, or (ii) shareholders entitled to received payment of adividend, then the date on which notice of the meeting is mailed or the date onwhich the resolution of the Board of Directors declaring such dividend isadopted, as the case may be, shall be the record date for such determination ofshareholders entitled to vote at any meeting of shareholders.

6.             VOTINGLISTS.  The officer or agent in charge ofthe stock transfer books for the corporation shall prepare before each meetingof shareholders a complete list of shareholders entitled to vote at themeeting; such list is to be arranged in alphabetical order with the address ofeach person and the number of shares held by each person.  The list shall be prepared five (5) daysprior to the shareholders’ meeting and shall be kept on file at the principaloffice of the corporation and subject to inspection during normal businesshours by any shareholder. The list shall also be produced and kept open at theshareholders’ meeting and shall be subject to inspection by any shareholderduring the meeting.

7.             QUORUM.  The quorum at any annual or special meetingof shareholders for the transaction of business shall consist of shareholdersrepresenting a majority of the stock issued and outstanding and entitled to votethereat, present in person or represented by proxy, except as otherwiseprovided by statute or by the Articles of Incorporation.  If a quorum is not present at a properlycalled shareholders’ meeting, the meeting shall be adjourned and an additionaland further notice sent to all shareholders notifying them of the adjournmentof the meeting and the date and time and place of the adjourned (rescheduled)meeting.  At such adjourned meeting, atwhich a quorum is present or represented, business may be transacted that mighthave been transacted at the meeting as originally notified.

8.             PROXIES.  At all meetings of shareholders, ashareholder may vote by proxy executed in writing by the shareholder or bytheir duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation beforeor during the meeting.

9.             VOTINGOF SHARES.  At all elections fordirectors of the corporation, each shareholder may cast as many votes in theaggregate as he is entitled to vote under its charter, multiplied by the numberof directors to be elected.  Eachshareholder may cast a whole number of votes, either in person or by proxy, forone candidate or distribute said votes among two or more candidates.  On all other matters, each shareholder shallhave one vote for each share of stock owned by the shareholder. All electionsfor directors of the corporation shall be decided by plurality vote.  All other questions shall be decided bymajority vote.

10.           VOTINGOF SHARES BY CERTAIN HOLDERS.  Shares standingin the name of another corporation may be voted by such officer, agent, orproxy as the Bylaws of such corporation may prescribe or in the absence of suchprovision, as the Board of Directors of such corporation may determine.  Shares held by an administrator, trustee,executor, guardian, or conservator may be voted by such person or entity,either in person or by proxy, without a transfer of such into his name.  Shares standing in the name of a receiver maybe voted by such receiver, and the shares held by or under the control of areceiver may be voted by such receiver without the transfer thereof into hisname, if authority to do so be contained in an appropriate order of the courtby which such receiver was appointed. Shares of its own stock belonging to the 

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Corporation shallnot be voted, directly or indirectly, at any meeting, and shall not be countedin determining the total number of outstanding shares at any given time.

11.           INFORMALACTION BY SHAREHOLDERS.  Unless otherwiseprovided by law, any action required to be taken at a meeting of theshareholders, or any other action which may be taken at a meeting of theshareholders, may be taken without a meeting if a consent in writing, settingforth the action so taken, shall be signed by all of the shareholders entitledto vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

1.             GENERAL POWERS. The business andaffairs of the corporation shall be managed by the “Board of Directors”consisting of not less than one or more than seven directors, and the Board ofDirectors, from time to time, may establish a number of directors within suchrange.  Members of the Board of Directorsshall be elected at each annual meeting of shareholders and shall hold officeuntil the adjournment of the annual meeting of shareholders in the subsequentyear or until their earlier death, incapacity, resignation, or removal.Directors need not be shareholders.  Inaddition to the power and authority granted by the Bylaws and the Articles ofIncorporation, the Board of Directors may exercise all such powers of thecorporation and do all such lawful acts and things that are not forbidden bystatute, Articles of Incorporation, or by these Bylaws.

2.             VACANCIES.All vacancies in the Board of Directors, whether caused by resignation, deathor otherwise, may be filled by a majority vote of the remaining director ordirectors, even though they constitute less than a quorum, or by a majorityvote of the shareholders.  This may beaccomplished at any special or regular meeting of the Board of Directors or bythe shareholders at any regular or special meeting.  A director thus elected to fill any vacancyshall hold office for the unexpired term of their predecessor.

3.             REGULAR MEETINGS.  A regular meeting of the directors shall beheld as soon as practical subsequent to each annual meeting ofshareholders.  The Board of Directors mayprovide by resolution the time and place for the holding of additional regularmeetings other than the meeting at the annual meeting of shareholders, bygiving notice under their same provisions as that notice given of ashareholders meeting.

4.             SPECIALMEETINGS.  Special meetings of the Boardof Directors may be called at any time by the President, or in his absence, bya Vice President, or by any two directors, to be held at the time and placedesignated in notice of special meeting.

5.             NOTICEOF SPECIAL MEETINGS.  Notice of anyspecial meeting shall be given at least two (2) days previous thereto bywritten notice delivered personally or by telegram, facsimile, email, orsimilar means to the business address of each director. If notice be givenpersonally, then it shall have immediate effect and if by other means, suchnotice shall be deemed to be delivered when the notice be given to the serviceprovider.  Any member of the Board ofDirectors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of noticeof such meeting, except; where a director attends a meeting for the purpose ofobjecting to the transaction of any business because the meeting is notlawfully called or convened.

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6.             TELEPHONICMEETING.  A meeting of the Board ofDirectors may be had by means of a telephone conference or similarcommunications equipment by which all persons participating in the meeting canhear each other, and the participation in a meeting under such circumstancesshall constitute presence at the meeting.

7.             QUORUM.  The simple majority of the Board of Directorsshall be necessary at all meetings to constitute a quorum for the convening andthe continuation of the meeting.  If lessthan a quorum is present, either initially or at any subsequent time, themeeting shall be adjourned.

8.             MANNEROF ACTING.  The act of the simplemajority of the directors present at a properly constituted meeting shall bethe act of the Board of Directors.

9.             ACTIONWITHOUT A MEETING.  Any action that maybe taken by the Board of Directors at a meeting may be taken without a meetingif a consent in writing, setting forth the action so to be taken, shall besigned by all of the directors.

10.           REMOVAL.  Any director may be removed for cause by themajority vote of the shareholders or by a majority vote of the Board ofDirectors.

11.           RESIGNATION.  Any director may resign at any time by givingwritten notice to the Board of Directors and the President or the Secretary ofthe corporation.  The resignation shallbe effective upon receipt of the notice, or such later date as it may state,and the acceptance of the resignation shall not be necessary to make iteffective.

12.           COMPENSATION.  Unless otherwise restricted by the Articlesof Incorporation or these Bylaws, the Board of Directors shall have theauthority to fix the compensation of directors. Nothing contained herein shall be construed to preclude any directorfrom serving the corporation in any other capacity or from receivingcompensation therefore.

13.           CONTRACTS.  No contract or other transaction between thisCorporation and any other corporation shall be impaired, affected, orinvalidated, nor shall any director be liable in any way by reason of the factthat one or more of the directors of this Corporation are interested in or aredirectors or officers of such other corporations, provided that such facts aredisclosed or made known to the Board of Directors prior to their authorizingsuch transaction.  Any director may be aparty to or may be interested in any contract or transaction of thisCorporation, and no directors shall be liable in any way by reason of suchinterest, provided that the fact of such interest be disclosed or made known tothe Board of Directors prior to their authorization of such contract ortransaction, and provided that the Board of Directors shall authorize, approve,or ratify such contract or transaction by the vote (not counting the vote ofany such Director) of a majority of a quorum, notwithstanding the presence ofany such director at the meeting at which such action is taken.  Such director or directors may be counted indetermining the presence of a quorum at such meeting.  This Section shall not be construed toimpair, invalidate, or in any way affect any contract or other transaction thatwould otherwise be valid under the law (common, statutory, or otherwise) applicablethereto.

14.           COMMITTEES.  The Board of Directors, by resolution adoptedby a majority of the entire Board, may from time to time designated from amongits members an executive committee and such other committees, and alternative membersthereof, as they may deem desirable, with such powers and authority (to theextent permitted by law) as may be provided in such resolution.  Each such committee shall serve at thepleasure of the Board.

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15.           PRESUMPTIONOF ASSENT.  A director of a corporationwho is present at a meeting of the Board of Directors at which action on anycorporate matter has been taken will be presumed to have assented to the actiontaken unless their dissent is entered in the minutes of the meeting or unlessthey had filed their written dissent to such action with the person acting asthe Secretary at the adjournment thereof, or shall forward such dissent byregistered mail to the Secretary of the Corporation immediately after theadjournment of the meeting.  Such rightto dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

1.             OFFICERS.   The officers of the corporation shall be aPresident, Vice-Presidents (when appointed), a Secretary, and a Treasurer (whenappointed), each of whom shall be elected by the Board of Directors and suchother officers and assistant officers as may be deemed necessary may be electedor appointed by the Board of Directors, including a Chief Executive Officer orChief Financial Officer.  In itsdiscretion, the Board of Directors may leave unfilled, for any such periods itmay determine, any office except those of President and Secretary.  Any two or more officers may be held by thesame person.  Officers may be directorsor shareholders of the Corporation.  TheBoard of Directors may appoint a Chairman who, not being an officer of theCorporation, shall exercise such power and authority as may be from time totime determined by the Board of Directors.

2.             ELECTIONAND TERM OF OFFICERS.  The officers ofthe corporation shall be elected annually at the regular meeting of the Boardof Directors held immediately following the annual meeting ofshareholders.  Each officer shall holdoffice until their successor has been duly elected and qualified or theirearlier death, incapacity, resignation, or removal.

3.             RESIGNATION.  Any officer may resign at any time by givingwritten notice of such resignation to the President, the Secretary, or theTreasurer of the Corporation.  Unlessotherwise specified in such written notice, such resignation shall take effectupon receipt thereof by the Board of Directors or by such officer, and theacceptance of such resignation shall not be necessary to make it effective.

4.             REMOVAL.  Any officer or agent elected or appointed bythe Board of Directors may be removed by the Board of Directors whenever, intheir judgment, the best interests of the corporation would be served by suchremoval.  Such removal shall be withoutprejudice to the contractual rights, if any, of the persons so removed.

5.             VACANCIES.  A vacancy in any office because of death,resignation, removal, disqualification, or otherwise may be filled by the Boardof Directors for the unexpired position of the term.

6.             PRESIDENT.The President shall be the principal executive officer and shall generallysupervise and control all the business and affairs of the corporation.  Unless such authority be given to theChairman of the Board, the President shall preside at all meetings of shareholdersand of the Board of Directors.  He shallsign, with the Secretary, Certificates for share of Common Stock.  The President shall also sign deeds,mortgages, bonds, contracts, or any other instrument that the Board ofDirectors have authorized to be executed by the President.  The President shall be responsible for theCorporate Books, unless this is delegated to another officer.  

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The President ingeneral shall perform all the duties incident to the office of President andsuch other during as may be prescribed by the Board of Directors from time totime.  In the event that the corporationhas a Chief Executive Officer, the duties described in these Bylaws for thePresident shall be assumed by the Chief Executive Officer, unless otherwisedetermined by the Board of Directors.

7.             VICEPRESIDENTS.  In the absence of thePresident, or in the event of a death, inability, or refusal to act of thePresident, any Vice President shall perform the duties of the President.  When they are so acting, they shall have allthe powers of and be subject to all the restrictions of the President.  The Vice President shall perform such otherduties as from time to time may be assigned to him by the President or by theBoard of Directors.

8.             SECRETARY.  The Secretary shall keep the minutes of theshareholders and of the meetings of the Board of Directors and shall see thatall notices are duly given in accordance with the provisions of theseBylaws.  The Secretary shall issue thenotices for all meetings except that a notice of a special meeting of the Boardof Directors called at the request of two directors may be issued by thosedirectors.  The Secretary shall keep aregister of the post office address of each shareholder and shall have generalcharge of the stock transfer books unless this duty is given to a TransferAgent.  The Secretary shall make reportsand perform such other duties as are incident to their office or are properlyrequired of them by the Board of Directors or the President.

9.             TREASURER.The Treasurer shall (i) have charge and custody of and be responsible for allfunds and securities of the corporation (ii) receive monies due to thecorporation and give receipts therefore and shall disperse the funds of thecorporation in payment of the demands against the corporation as directed bythe officers and the Board of Directors, and (iii) perform all duties incidentto this office of as properly required by the officers or the Board ofDirectors.  If required by the Board ofDirectors, the Treasurer shall give a bond for faithful discharge of duties insuch sum as the Board of Directors shall determine.  In the event that the corporation has a ChiefFinancial Officer, the duties described in these Bylaws for the Treasurer shallbe assumed by the Chief Financial Officer, unless otherwise determined by theBoard of Directors.

10.           SALARIES.  The salaries of the officers shall be fixedfrom time to time by the Board of Directors, or a committee that it hasspecially authorized, and no officers shall be prevented from receiving suchsalary by reason of the fact the he/she is also a member of the Board ofDirectors of the Corporation.  Officerswho receive a salary for such service, and who are also members of the Board ofDirectors of the Corporation, shall receive no additional compensation fortheir service as a member of the Board of Directors.

11.           INABILITYTO ACT.  In case of absence or inabilityto act of any officer of the corporation, the Board of Directors may from timeto time delegate the powers or duties of such officer to any other officer ofthe corporation.

12.           SURETIESAND BONDS.  In the case the Board ofDirectors shall so require, any officer, employee, or agent of the Corporationshall execute to the Corporation a bond in such sum, and with such surety orsureties as the Board of Directors may direct, conditioned upon the faithfulperformance of his/her duties to the Corporation, including responsibility fornegligence for the accounting for all property, funds or securities of theCorporation which may come into his/her hands.

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13.           SHARESOF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is the holder ofshares of stock of any other corporation, then any right of power of theCorporation as such shareholder (including the attendance, acting, and votingat shareholders’ meetings and execution of waivers, consents, proxies, or otherinstruments) may be exercised on behalf of the Corporation by such other personas the Board of Directors may authorize.

ARTICLE V

INDEMNITY

1.  INDEMNITY. The Corporation shall indemnify its directors, officers, and employeesas follows:

Everydirector, officer, or employee of the Corporation shall be indemnified by theCorporation against all expenses and liabilities, including counsel fees,reasonably incurred by or imposed upon him/her in connection with anyproceeding to which he/she may be made a party, or in which he/she may becomeinvolved, by reason of being or having been a director, officer, employee oragent of the Corporation or is or was serving at the request of the Corporationas a director, officer, employee or agent of the Corporation or is or wasserving at the request of the Corporation as a director, officer, employee, oragent of the Corporation, partnership, joint venture, trust or enterprise, orany settlement thereof, whether or not he/she is a director, officer, employeeor agent at the time such expenses are incurred, except in such cases whereinthe director, officer, employee or agent is adjudged guilty of willfulmisfeasance or malfeasance in the performance of his/her duties; provided thatin the event of a settlement the indemnification herein shall apply only whenthe Board of Directors approves such settlement and reimbursement as being forthe best interests of the Corporation.

The Corporationshall provide to any person who is or was a director, officer, employee, oragent of the Corporation or is or was serving at the request of the Corporationas a director, officer, employee, or agent of the corporation, partnership,joint venture, trust, or enterprise, the indemnity against expenses of a suit,litigation, or other proceedings which is specifically permissible underapplicable law.

The Board ofDirectors may, in its discretion, direct the purchase of liability insurance byway of implementing the provisions of this Article.

ARTICLE VI

CONTRACTS, LOANS, CHECKS, AND DEPOSITS

1.             CONTRACTS.  The Board of Directors may authorize anyofficer(s) or agent(s) to enter into any contract or execute and deliver anyinstrument in the name of and on behalf of the Corporation, and such authoritymay be general or confined to specific instances.

2.             LOANS.  No loans shall be contracted on behalf of theCorporation and no evidences of indebtedness shall be issued in its name unlessauthorized by a resolution of the Board of Directors.  Such authority may be general or confined tospecific instances.

3.             CHECKS, DRAFTS, ETC.  All checks, drafts, or other orders for thepayment of money, notes, or other evidences of indebtedness issued in the nameof the Corporation shall be 

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signed by suchofficer(s) or agent(s) of the Corporation and in such manner as shall from timeto time be determined by resolution of the Board of Directors.

4.             DEPOSITS.  All funds of the Corporation not otherwiseemployed shall be deposited from time to time to the credit of the Corporationin such banks, trust companies, or other depositories as the Board of Directorsmay select.

ARTICLE VII

SHARES OF STOCK

1.             CERTIFICATES.  Certificates representing shares of thecorporation shall be in a form designated by the Board of Directors.  Such certificates shall be signed by thePresident and Secretary.  Allcertificates for shares shall be consecutively numbered.  The name and address of the shareholder, thenumber of shares, and date of issue shall be entered on the stock transferbooks of the corporation.  Allcertificates surrendered to the corporation for transfer shall be canceled andno new certificates shall be issued until the former certificate for a likenumber of share has been surrendered and canceled.  The exception is the case of a lost ordestroyed or mutilated certificate, and in such case a new one may be issuedwhen the person claiming that the certificate has been lost or destroyed ormutilated certifies to the corporation of that fact and indemnifies thecorporation.

2.             TRANSFEROF SHARES.  A transfer of stock shall bemade only upon the transfer books of the corporation kept at the office of thecorporation or, if so appointed by the Board of Directors, at a Transfer Agentoffice.  Only registered shareholders inthe transfer books of the corporation shall be entitled to be treated by thecorporation as the holders in fact of stock. The corporation shall not be bound to recognize any equitable or otherclaims to or any interest in any share of stock that is not recorded upon thetransfer books of the corporation in a manner prescribed by these Bylaws exceptas expressly provided by the laws of the State of Nevada.

ARTICLE VIII

FISCAL YEAR

1.             FISCALYEAR.  The fiscal year of the corporationshall begin on the 1st day of January in each year and end on the 31st day ofDecember.

ARTICLE IX

DIVIDENDS

1.             DIVIDENDS.  The Board of Directors may from time to timedeclare, and the corporation may pay, dividends on its outstanding shares inthe manner and upon the terms and conditions provided by these Bylaws.

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ARTICLE X

SEAL

1.             SEAL.  The Board of Directors shall provide acorporate seal which shall be circular in form and shall have inscribedthereon, the name Lpath, Inc., State of Nevada, and the words “corporate seal.”

ARTICLE XI

WAIVER OF NOTICE

1.             WAIVER.  Unless otherwise provided by law, wheneverany notice is required to be given to any shareholder or director of thecorporation under the provisions of these Bylaws, under the provisions of theArticles of Incorporation, or under the provisions of the applicable law, awaiver thereof in writing signed by the person or persons entitled to suchnotice, whether made before or after the time stated thereon, shall be deemedequivalent to giving of such notice.

ARTICLE XII

AMENDMENTS

1.             AMENDMENTS.  Alterations or amendments may be made by anaffirmative vote of at least two-thirds of the shares of the corporationentitled to vote in any duly called special or regular meeting or by a majorityof the Board of Directors at any duly called regular or special meeting.

Theabove Amended and Restated Bylaws are certified to have been adopted by theBoard of Directors of the Corporation on the 9th­­ day of October, 2006.
| /s/ Gary J.G. Atkinson |   |   |
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| Gary J.G.  Atkinson    |
| Corporate  Secretary   |

 

 

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