Exhibit
      10.52


**SUPPLY
      AGREEMENT**


**ANHYDROUS
      CRYSTALLINE MALTOSE**





THIS
      AGREEMENT is made and effective this 26th day of October, 2006, by and between
      AMARILLO BIOSCIENCES, INC., a Texas corporation with its principal place of
      business at 4134 Business Park Drive, Amarillo, Texas 79110 (hereinafter “ABI”)
      and HAYASHIBARA BIOCHEMICAL LABORATORIES, INC. and HAYASHIBARA SHOJI, INC.,
      each
      of them with its principal place of business at 2-3, Shimoishii 1-chome, Okayama
      700-0907, Japan (hereinafter collectively “Hayashibara”). ABI and Hayashibara
      collectively referred to hereinafter as the “Parties”.




WHEREAS,
      Hayashibara desires to grant to ABI, and ABI desires to have, the exclusive
      right to purchase and distribute Hayashibara’s pharmaceutical grade anhydrous
      crystalline maltose, subject to the specifications as attached herewith
      (hereinafter “ACM”), for sale as an active ingredient in a nutraceutical product
      to treat dry mouth, which are developed, produced and commercialized by ABI's
      proprietary technology worldwide, except Japan.




NOW,
      THEREFORE, for and in consideration of the mutual covenants contained herein,
      Hayashibara and ABI agree as follows:




**Section
      1. Right to Purchase and Distribute Exclusively for Dry
      Mouth.**




Hayashibara
      hereby grants to ABI the exclusive right to purchase, distribute and sell,
      worldwide, except Japan, a nutraceutical product for human consumption
      containing ACM as an active ingredient to relieve dry mouth (hereinafter the
      “Products”).




**Section
      2. Consideration.**




Hayashibara
      shall receive a transfer fee from ABI in the amount of **** per kilogram. f.o.b.
      Kobe, Japan. At any time after the second contract year, either Party may notify
      the other that it desires to renegotiate the transfer fee. In such case, the
      parties shall attempt, in good faith, to agree to a mutually acceptable transfer
      fee. In the event the Parties agree to a modified transfer fee, said modified
      fee shall remain in force for a minimum of Two (2) years, and if the term of
      this Agreement is then within Two (2) years of expiration, the term of this
      Agreement shall be extended so that this Agreement shall terminate Two (2)
      years
      from the date the modified transfer fee became effective. In the event the
      Parties fail to agree to a modified transfer fee, either Party may terminate
      this Agreement by giving Six (6) months advanced written notice to the other
      party.




**Section
      3. Term.**




Unless
      sooner terminated as hereinafter provided, this Agreement shall remain in effect
      for a period of Five (5) years from the date of this Agreement. After that
      initial term, the Agreement shall be automatically renewed for successive One
      (1) year term unless one of the Parties gives written notice of termination
      or
      modification of this Agreement to the other




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within
      Thirty (30) days prior to commencement of the renewal term. Any termination
      pursuant to this paragraph shall not relieve Hayashibara of any obligation
      to
      fill purchase orders placed with Hayashibara prior to termination. Similarly,
      such termination shall not relieve ABI of any obligation to Hayashibara to
      pay
      for ACM delivered by Hayashibara and any payment due hereunder prior to tell
      termination.




If
      ABI
      shall at any time during the initial term or any subsequent renewal term of
      this
      Agreement default in any obligation hereunder or fail to pay any payment due,
      and such default shall not be cured within sixty (60) days after written notice
      from Hayashibara to ABI specifying the nature of the default, Hayashibara may
      terminate this Agreement, or may demand specific performance and remedies for
      violation of the terms of this Agreement under applicable law.




If
      ABI
      shall be involved in financial difficulties as evidenced (a) by its commencement
      of a voluntary bankruptcy under any applicable bankruptcy code or statute,
      or by
      its authorizing, by appropriate proceedings, the commencement of such a
      voluntary bankruptcy; or (b) by its failing to receive dismissal of any
      involuntary case under any applicable bankruptcy code or statute within Sixty
      (60) days after initiation of such action or petition; or (c) by its seeking
      relief as a debtor under any applicable law of any jurisdiction relating to
      the
      liquidation or reorganization of debtors or to the modification or alteration
      of
      the rights of creditors, or by consenting to or acquiescing in such relief,
      or
      (d) by the entry of an order by a court of competent jurisdiction finding it
      to
      be bankrupt or insolvent, or ordering or approving its liquidation,
      reorganization or any modification or alteration of the rights of its creditors
      or assuming custody of, or appointing a receiver or other custodian for, all
      or
      a substantial part of its property or assets; or (e) by its making an assignment
      for the benefit of, or entering into a composition with, its creditors, or
      appointing or consenting to the appointment of a receiver or other custodian
      for
      all or a substantial part of its property, this Agreement shall be terminated
      immediately.




**Section
      4. Orders, Shipment and Payment.**




Actual
      quantities and delivery dates relating to ACM shall be specified in purchase
      orders submitted by ABI to Hayashibara, which purchase orders shall constitute
      firm and legally binding orders. Unless otherwise agreed in writing, Hayashibara
      hereunder shall accept each "individual purchase order by notifying ABI in
      writing its acceptance of an order within Ten (10) business days of receipt
      of
      the purchase order. Hayashibara shall ship ACM as specified in such accepted
      purchase orders within Thirty (30) days after Hayashibara's acceptance of a
      purchase order from ABI. The shipment of ACM under this Agreement shall be
      made
      on f.o.b. Kobe, Japan, unless otherwise agreed in writing. For shipment of
      ACM
      Hayashibara may arrange for a vessel or vessel space in ABI's name at ABI's
      cost.




**Section
      5. Minimum Purchase.**




For
      the
      second contract year (which shall be the Twelve (12) month period commencing
      after the expiration of One (1) year from the date of this Agreement), ABI
      guarantees that it will purchase at least **** of ACM, with such amount
      increasing to **** for the third contract year, **** for the fourth contract
      year, and **** for the fifth and subsequent contract years.




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ABI
      agrees that the complete performance of the above minimum purchase guarantee
      is
      of essence for assuring the maintenance and continuation of this Agreement
      as an
      exclusive Supply Agreement. In the event such minimum purchases are not
      effected, this Agreement shall become nonexclusive; provided, however, that
      if
      the Parties shall have renegotiated an increased transfer fee pursuant to
      Section 2, above, and this Agreement thereafter becomes non-exclusive,
      Hayashibara shall not sell ACM to another party at a price less than the latest
      renegotiated transfer fee pursuant to Section 2, above.




**Section
      6. Indemnification.**




ABI
      shall
      indemnify, hold harmless and defend Hayashibara from all claims, demands,
      payments, suits, actions and judgments brought, recovered or executed against
      the Parties on account of death, injury or damage sustained by any party in
      connection with ABI's distribution, marketing or sales of the Products under
      this Agreement, to the extent that such claims are the result of actions or
      inactions by ABI or its affiliates acting hereunder pursuant to this
      Section.




Hayashibara
      shall indemnify, hold harmless and defend ABI from all claims, demands,
      payments, suits, actions and judgments brought, recovered or executed against
      the Parties on account of death, injury or damage sustained by any party in
      connection with Hayashibara's manufacture or shipment of ACM under this
      Agreement, to the extent that such claims are the result of actions or inactions
      by Hayashibara.




**Section
      7. Confidentiality.**




Each
      of
      the Parties agrees to maintain confidential and secret all information which
      may
      be disclosed or provided to it by the other and that the Parties may together
      subsequently acquire in relation to the Products and which is designated in
      writing by clearly identifiable legend as being confidential or secret in
      character.




Each
      Party's obligation to the other (to maintain confidentiality) hereunder shall
      terminate with respect to any particular item and only said item of the
      disclosing Party's confidential information, when the recipient Party can
      demonstrate that such item of information:




(1)
      Is
      publicly known and available through some means other than by the recipient
      Party's act or omission; or




(2)
      Was
      in the recipient Party's possession prior to its disclosure by the other Party,
      provided that written evidence of such possession is established;
      or




(3)
      Has
      come into the recipient Party's possession through a third party free of any
      obligation of confidentiality to the disclosing Party, where said third party
      has acquired information lawfully and not under circumstances forbidding its
      disclosure.




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Neither
      Party will permit confidential or secret information nor any part thereof to
      be
      disclosed to third parties or to employees except on a “need-to-know” basis and
      each will maintain confidential or secret information and/or documents with
      the
      same precautions it uses to safeguard its own confidential or secret
      information.




Each
      Party will notify the other promptly if it has knowledge that a third party
      possesses confidential or secret information of the other Party related to
      the
      Products.




**Section
      8. Miscellaneous.**




(1)
      Force
      Majeure.




The
      failure of Hayashibara, ABI, or any of their affiliates or sublicenses to take
      any act required by this Agreement if occasioned by an act of God or the public
      enemy, fire, explosion, perils of the sea, floods, drought, war, riot, sabotage,
      accident, embargo or any circumstances of like or different character beyond
      the
      reasonable control of the Party so failing or by the interruption or delay
      in
      transportation, inadequacy, or shortage or failure of the supply of materials
      and/or request of any governmental officer, department or agency and whether
      in
      any case such circumstance now exists or hereafter arises, shall not subject
      said Party to any liability to the other.




(2)
      Arbitration.




The
      Parties hereto desire to avoid and settle without litigation future disputes
      that may arise between them relative to this Agreement. Accordingly, the parties
      agree to engage in good faith negotiations to resolve any such dispute. In
      the
      event they are unable to resolve any such dispute by negotiation, such dispute
      shall be submitted to arbitration as follows: If arbitration is initiated by
      Hayashibara, it shall be held in the State of Texas, USA, in compliance with
      the
      Commercial Arbitration Rules of the American Arbitration Association. If
      arbitration is initiated by ABI, it shall be held in Tokyo, Japan in compliance
      with the Rules of the Japan Commercial Arbitration Association. The arbitration
      award shall be final and binding upon the parties hereto and may be filed with
      and enforced by any competent court having jurisdiction to enforce said
      award.




(3)
      Communication.




Any
      payment, notice or other communication required or permitted to be made or
      given
      to either Party hereto pursuant to this Agreement shall be sufficiently made
      or
      given on the date of sending if sent to such Party by certified or registered
      mail or by Federal Express or a similar overnight courier service, postage
      or
      delivery charge prepaid, by telex, or telephone facsimile addressed to it at
      its
      address set forth, or to such other address(es) as it may designate by written
      notice given to the other Party as follows:




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In
      case
      of HBL




Dr.
      Kunihiro Ohashi


Overseas
      Business Development


Hayashibara
      Company Ltd.


2-3
      Shimoishii 1-chome


Okayama,
      Japan




In
      case
      of ABI




Dr.
      Joseph M. Cummins, President


Amarillo
      Biosciences, Inc.


4134
      Business Park Drive


Amarillo,
      TX 79110




(4)
      Assignment or Sublicense.




This
      Agreement shall not be assignable by ABI to any person or entity without prior
      written consent of HBL, which consent shall not be unreasonably withheld in
      any
      case involving or the sale or transfer of all or substantially all of the
      business or assets of ABI.




The
      foregoing restrictions on assignment notwithstanding, ABI may contract, license,
      or otherwise employ one or more distributors to assist it in the sale of the
      Products.




(5)
      Amendment.




This
      Agreement shall not be amended, in whole or in part, without the prior written
      consent of the Parties.




(6)
      Nature of Relationship.




Nothing
      herein shall be construed to place the Parties in a relationship of partners
      or
      joint ventures, nor does this Agreement make either Party the agent or legal
      representative of the other for any purposes whatsoever. The Parties further
      agree that no representation shall be made by either Party that would create
      an
      apparent agency, employment, partnership or joint venture. Neither Party shall
      have the power express or implied, to obligate the other in any manner
      whatsoever.




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IN
      WITNESS WHEREOF, the Parties hereunto have caused this Distribution Agreement
      to
      be executed in duplicate by their duly authorized representatives as of the
      date
      first above written.




ABI
            
            On
                behalf of HayashibaraAMARILLO
                BIOSCIENCES, INC.
            
            HAYASHIBARA
                BIOCHEMICAL LABORATORIES, INC.By:/s/ Joseph M. Cummins
            
            By:/s/ Yasushi HayashibaraJoseph
                M. Cummins, DVM, PhD
            
            Mr.
                Yasushi Hayashibara
              CEO