AMARILLO
BIOSCIENCES, INC.


RESTATED
ARTICLES OF INCORPORATION





ARTICLE
I





AMARILLO
BIOSCIENCES, 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 and as further amended by such Restated Articles of
Incorporation as hereinafter set forth and which contain no other change in any
provision thereof.


ARTICLE
II


The
Articles of Incorporation of the Corporation are amended by the Restated
Articles of Incorporation as follows:


Article
Four is amended by changing the number of shares authorized in the first
paragraph thereof from “fifty million (50,000,000)” to “one hundred million
(100,000,000)”.


ARTICLE
III


The
amendment made by these Restated Articles of Incorporation has been effected in
conformity with the provisions of the Texas Business Corporation Act and such
Restated Articles of Incorporation and the amendment made by the Restated
Articles of Incorporation was duly adopted by the Shareholders of the
Corporation on the 1st day of
June, 2007.


ARTICLE
IV


The
number of shares of the Corporation outstanding at the time of such adoption was
25,476,767, and the number of shares entitled to vote thereon was
25,476,767.  The number of shares voted for such amendment was
19,346,958, and the number of shares voted against such amendment was
248,595.


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ARTICLE
V


The
amendment effects no change in the amount of stated capital of the
Corporation.


ARTICLE
VI


The
Articles of Incorporation and all amendments and supplements thereto are hereby
superseded by the following Restated Articles of Incorporation which accurately
copy the entire text thereof and as amended as above set forth:


ARTICLE
ONE





The name
of the Corporation is AMARILLO BIOSCIENCES, INC.





ARTICLE
TWO





The
period of its duration is perpetual.





ARTICLE
THREE





The
purpose or purposes for which the Corporation is organized are:





(1)           To
transact all lawful business of every kind and character for which a Corporation
may be incorporated under the Texas Business Corporate Act.





(2)           To
prepare, write, make, provide, record, transcribe, computerize, and/or generate
data, information, articles, papers, forms, projections, figures, and the
application of the same, as well as to disseminate and publish such materials
and documentation thereof, and to market and sell the same.





(3)           To
develop, write, make, buy, file, prepare, license, sublicense patents related to
medicine, veterinary medicine, and/or agriculture and to market and sell the
same.





(4)           To
make, have made, use, sell or otherwise transfer substances intended for human
or nonhuman administration which, or the use or manufacture of which, is covered
in whole or in part by a claim of a Licensed Patent in the country of
manufacture, use, or sale.





(5)           To
engage for profit in the business of professional consultations in such form and
manner as will serve the medical, veterinary medical, agricultural and/or
livestock industries, as well as related industries.


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(6)           To
purchase, own, hold, operate, rent, lease, sell, convey and deal in real
property, personal property and services incidental to the purposes of the
Corporation, subject to Part Four, Texas Miscellaneous Corporation Laws
Act.





ARTICLE
FOUR





The
Corporation shall have authority to issue one hundred million (100,000,000)
shares of capital stock, one cent ($.01) par value.





No holder
of shares of any class of the Corporation shall have the preemptive right to
subscribe for or acquire additional shares of the Corporation of the same or any
other class, whether such shares shall be hereby or hereafter authorized; and no
holder of shares of any class of the Corporation shall have any right to acquire
any shares which may be held in the Treasury of the Corporation.  All
such additional or Treasury shares may be sold for such consideration, at such
time, and to such person or persons as the Board of Directors may from time to
time determine.





The
Corporation may purchase, directly or indirectly, its own shares to the extent
of the aggregate of unrestricted capital surplus available therefore and
unrestricted reduction surplus available therefore.





The right
to cumulate votes in the election of directors is expressly
prohibited.





ARTICLE
FIVE





The
Corporation shall have the authority to issue ten million (10,000,000) shares of
preferred stock, one cent ($.01) par value.  The Board of Directors of
the Corporation shall have authority to establish series of the unissued
preferred stock of the Corporation by affixing and determining the designations,
preferences, limitations, and relative rights, including voting rights, of the
shares of any series so established to the same extent that such designations,
preferences, limitations and relative rights could be stated if fully set forth
in these Articles of Incorporation.





ARTICLE
SIX





The
Corporation will not commence business until it has received for the issuance of
its shares a consideration of the value of One Thousand Dollars ($1,000),
consisting of money, labor done or property actually received.





ARTICLE
SEVEN





The
address of the Corporation’s registered office is 4134 Business Park Drive,
Amarillo, Texas 79110, and the name of its registered agent at such address is
JOSEPH M. CUMMINS.


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ARTICLE
EIGHT





The names
and addresses of the Directors of the Corporation are:





NAME                                                                ADDRESS





Joseph M.
Cummins                                                                4134
Business Park Drive


Amarillo,
TX  79110





Thomas
D’Alonzo                                                                4134
Business Park Drive


Amarillo,
TX 79110





Dennis
Moore                                                      4134
Business Park Drive


Amarillo,
TX 79110





Steve
Chen                                                                4134
Business Park Drive


Amarillo,
TX 79110





Dr. James
Page                                                      4134
Business Park Drive


Amarillo,
TX 79110





Thomas
Ulie                                                                4134
Business Park Drive


Amarillo,
TX 79110





DATED
this 11th day of
June, 2007.





AMARILLO
BIOSCIENCES, INC.





By:           /s/ Joseph M.
Cummins


Joseph M. Cummins,
President





THE STATE
OF
TEXAS                                                      §


§


COUNTY
OF  POTTER                                                      §





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





GIVEN
UNDER MY HAND AND SEAL OF OFFICE, this 11th day of June,
2007.





/s/ Bennett
Les


Notary
Public, State of Texas


My
Commission Expires: 6/12/07


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