**EXHIBIT
        3.3**
  AMENDED
        & RESTATED
 ARTICLES
        OF INCORPORATION
 OF
 ISORAY,
        INC.
  ARTICLE
        I
 NAME
   The
        name
        of this corporation shall be IsoRay, Inc.
   ARTICLE
        II
 REGISTERED
        OFFICE
   The
        registered office of this corporation is located at Capitol Professional
        Building, 590 Park Street, Suite 6, St. Paul, MN 55103.
   ARTICLE
        III
 INCORPORATOR
   The
        name
        and address of the incorporator is:
   Name
              
              AddressWilliam
                  C. Pribble, Jr.
              
              1421 Wayzata Boulevard, Suite
                111Wayzata,
                  Minnesota 55391
    ARTICLE
        IV
 CAPITAL
   The
        aggregate number of shares of stock which this corporation shall have the
        authority to issue is 200,000,000 shares with the par value of $.001.
   ARTICLE
        V
 CLASSES
        AND SERIES
 OF
        STOCK
   In
        addition to, and not by way of limitation of, the powers granted to the Board
        of
        Director by Minnesota Statutes, Chapter 302A, the Board of Directors of this
        corporation shall have the power and authority to fix by resolution any
        designation, class, series, voting power, preference, right, qualification,
        limitation, restriction, dividend, time and price of redemption, and conversion
        right with respect to any stock of the corporation.
   
 ARTICLE
        VI
 BOARD
        ACTION
 WITHOUT
        A MEETING
   Any
        action required or permitted to be taken at any meeting of the Board of
        Directors may be taken without a meeting by written action signed by a majority
        of the Board of Directors then in office, except as to those matters which
        require shareholder approval, in which case the written action shall be signed
        by all members of the Board of Directors then in office.
   ARTICLE
        VII
 CUMULATIVE
        VOTING
   No
        stockholder of this corporation shall be entitled to any cumulative voting
        rights.
   ARTICLE
        VIII
 PREFERENTIAL
        RIGHTS
   No
        stockholder of this corporation shall have any preferential, pre-emptive,
        or
        other rights of subscription to any shares of any class or series of stock
        of
        this corporation allotted or sold or to be allotted or sold whether now or
        hereafter authorized, or to any obligations or securities convertible into
        any
        class or series of stock of this corporation.
   ARTICLE
        IX
 LIMITATION
        OF LIABILITY
   9.1  Elimination
        of Certain Liability of Directors .
        A
        director of the Corporation shall not be personally liable to the Corporation
        or
        its stockholders for monetary damages for breach of fiduciary duty as a
        director, except for liability (i) for any breach of the director’s duty of
        loyalty to the Corporation or its stockholders, (ii) for acts or omissions
        not
        in good faith or which involve intentional misconduct or a knowing violation
        of
        law, (iii) under Section 302A.559 of the Minnesota Business Corporation Act,
        (iv) under Section 80A.23 of the Minnesota Statutes, (v) for any transaction
        from which the director derived an improper personal benefit, or (vi) for
        acts
        or omissions occurring prior to the effective date of this Article IX.
   9.2  Indemnification
        and Insurance .
   9.2(a) Right
        to Indemnification .
        Each
        person who was or is made a party or is threatened to be made a party to
        or is
        involved in any action, suit or proceeding, whether civil, criminal,
        administrative or investigative (hereinafter a “proceeding”), by reason of the
        fact that he or she, or a person of whom he or she is the legal representative,
        is or was a director or officer of the Corporation or, if a director or officer
        of the Corporation, is or was serving at the request of the Corporation as
        a
        director, officer, employee or agent or another corporation or of a partnership,
        joint venture, trust or other enterprise, including service with respect
        to
        employee benefit plans, 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 Act, 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 said law permitted the Corporation to provide
        prior
        to such amendment), against all expense, liability and loss (including
        attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts
        paid or to be paid in settlement) reasonably incurred or suffered by such
        person
        in connection therewith and such indemnification shall continue as to a person
        who has ceased to be a director or officer and shall inure to the benefit
        of his
        or her heirs, executors, and administrators; provided, however, that, except
        as
        provided in connection with a proceeding (or part thereof) initiated by such
        person only if such proceeding (or part thereof) was authorized by the Board
        of
        Directors of the Corporation. The right to indemnification conferred in this
        Section shall be a contract right and shall include the right to be paid
        by the
        Corporation the expenses incurred in defending any such proceeding in advance
        of
        its final disposition; provided, however, that, if the Act requires, the
        payment
        of such expenses incurred by a director or officer in his or her capacity
        as a
        director or officer (and no in any other capacity in which service was or
        is
        rendered by such person while a director or officer, including, without
        limitation, service to an employee benefit plan) in advance of the final
        disposition of a proceeding, shall be made only upon delivery to the Corporation
        of an undertaking, by or on behalf of such director or officer, to repay
        all
        amounts so advanced if it shall ultimately be determined that such director
        or
        officer is not entitled to be indemnified under this Section or otherwise.
        The
        Corporation may, by action of its Board of Directors, provide indemnification
        to
        employees and agents of the Corporation with the same scope and effect as
        the
        foregoing indemnification of directors and officers.
  2
  9.2(b) Right
        of Claimant to Bring Suit .
        If a
        claim under paragraph 9.2(a) of this Section is not paid in full by the
        Corporation within thirty (30) days after a written claim has been received
        by
        the Corporation, the claimant may at any time thereafter bring suit against
        the
        Corporation to recover the unpaid amount of the claim and, if successful
        in
        whole or in part, the claimant shall be entitled to be paid also the expense
        of
        prosecuting such claim. It shall be a defense to any such action (other than
        an
        action brought to enforce a claim for expenses incurred in defending any
        proceeding in advance of its final disposition where the required undertaking,
        if any is required, has been tendered to the Corporation) that the claimant
        has
        not met the standards of conduct which make it permissible under the Act
        for the
        Corporation to indemnify the claimant for the amount claimed, but the burden
        of
        proving such defense shall be on the Corporation. Neither the failure of
        the
        Corporation (including its Board of Directors, stockholders or independent
        legal
        counsel) to have made a determination prior to the commencement of such action
        that indemnification of the claimant is proper in the circumstances because
        he
        or she has met the applicable standard of conduct set forth in the Act, nor
        an
        actual determination by the Corporation (including its Board of Directors,
        stockholders or independent legal counsel) that the claimant has not met
        such
        applicable standard of conduct, shall be a defense to the action or create
        a
        presumption that the claimant has not met the applicable standard of conduct.
   9.2(c) Non-Exclusivity
        of Rights .
        The
        right to indemnification and the payment of expenses incurred in defending
        a
        proceeding in advance of its final disposition conferred in this Section
        shall
        not be exclusive of any other right which any person may have or hereafter
        acquire under any statute, provision of the Certificate of Incorporation,
        By-law, agreement, vote of stockholders or disinterested directors or otherwise.
   9.2(d) Insurance .
        The
        Corporation may maintain insurance, at it 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 such 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 Act.
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