AMENDED
AND RESTATED BYLAWS





OF





SANGUI
BIOTECH INTERNATIONAL, INC.





ADOPTED
SEPTEMBER 5, 2008



















































INDEX TO
RESTATED BYLAWS


OF


SANGUI
BIOTECH INTERNATIONAL, INC.







ARTICLE
      I – OFFICES
                    ...........................................................................
                    1Section
      1.01  Business Offices
                    ...........................................................................
                    1Section
      1.02  Registered Office
                    ...........................................................................
                    1ARTICLE
      II – STOCKHOLDERS
                    ...........................................................................
                    1Section
      2.01  Annual Meeting
                    ...........................................................................
                    1Section
      2.02  Special Meetings
                    ...........................................................................
                    1Section
      2.03  Place of Meeting
                    ...........................................................................
                    1Section
      2.04  Notice of Meetings
                    ...........................................................................
                    1Section
      2.05  Fixing Date for Determination of  Stockholders
      of Record
                    ...........................................................................
                    2Section
      2.06  Voting List
                    ...........................................................................
                    2Section
      2.07  Proxies
                    ...........................................................................
                    2Section
      2.08  Quorum and Manner of Acting
                    ...........................................................................
                    2Section
      2.09  Voting of Shares
                    ...........................................................................
                    3Section
      2.10  Voting of Shares by Certain Holders
                    ...........................................................................
                    3ARTICLE
      III - BOARD OF DIRECTORS
                    ...........................................................................
                    3Section
      3.01  General Powers
                    ...........................................................................
                    3Section
      3.02  Number, Tenure and Qualifications
                    ...........................................................................
                    3Section
      3.03  Resignation
                    ...........................................................................
                    4Section
      3.04  Removal
                    ...........................................................................
                    4Section
      3.05  Vacancies
                    ...........................................................................
                    4Section
      3.06  Regular Meetings
                    ...........................................................................
                    4Section
      3.07  Special Meetings
                    ...........................................................................
                    4Section
      3.08  Meetings by Telephone
                    ...........................................................................
                    5Section
      3.09  Notice of Meetings
                    ...........................................................................
                    5Section
      3.10  Quorum and Manner of Acting
                    ...........................................................................
                    5Section
      3.11  Interested Directors
                    ...........................................................................
                    5Section
      3.12  Action Without a Meeting
                    ...........................................................................
                    6Section
      3.13  Scientific Advisory Board
                    ...........................................................................
                    6Section
      3.14  Executive and Other Committees
                    ...........................................................................
                    6Section
      3.15  Compensation
                    ...........................................................................
                    6ARTICLE
      IV – OFFICERS
                    ...........................................................................
                    7Section
      4.01  Number and Qualifications
                    ...........................................................................
                    7Section
      4.02  Election and Term of Office
                    ...........................................................................
                    7Section
      4.03  Compensation
                    ...........................................................................
                    7Section
      4.04  Resignation
                    ...........................................................................
                    7Section
      4.05  Removal
                    ...........................................................................
                    7Section
      4.06  Vacancies
                    ...........................................................................
                    7Section
      4.07  Authority and Duties
                    ...........................................................................
                    7ARTICLE
      V – STOCK
                    ...........................................................................
                    9Section
      5.01  Issuance of Shares
                    ...........................................................................
                    9Section
      5.02  Stock Certificates
                    ...........................................................................
                    9Section
      5.03  Payment for Shares
                    ...........................................................................
                    9Section
      5.04  Lost Certificates
                    ...........................................................................
                    10























Section
      5.05  Transfer of Shares
                  ...........................................................................
                  10Section
      5.06  Registered Holders
                  ...........................................................................
                  10Section
      5.07  Transfer Agents, Registrars and Paying
    Agents
                  ...........................................................................
                  10ARTICLE
      VI – INDEMNIFICATION
                  ...........................................................................
                  11Section
      6.01  Definitions
                  ...........................................................................
                  11Section
      6.02  Right to Indemnification
                  ...........................................................................
                  11Section
      6.03  Successful on the Merits
                  ...........................................................................
                  12Section
      6.04  Advancement of Expenses
                  ...........................................................................
                  12Section
      6.05  Proceedings by a Party
                  ...........................................................................
                  12Section
      6.06  Subrogation
                  ...........................................................................
                  12Section
      6.07  Other Payments
                  ...........................................................................
                  12Section
      6.08  Insurance
                  ...........................................................................
                  13Section
      6.09  Other Rights and Remedies
                  ...........................................................................
                  13Section
      6.10  Applicability; Effect
                  ...........................................................................
                  13Section
      6.11  Severability
                  ...........................................................................
                  13ARTICLE
      VII – MISCELLANEOUS
                  ...........................................................................
                  13Section
      7.01  Waivers of Notice
                  ...........................................................................
                  13Section
      7.02  Presumption of Assent
                  ...........................................................................
                  13Section
      7.03  Voting of Securities by the Corporation
                  ...........................................................................
                  14Section
      7.04  Loans to Employees and Officers; Guaranty of
       Obligations of Employees and Officers
                  ...........................................................................
                  14Section
      7.05  Seal
                  ...........................................................................
                  14Section
      7.06  Fiscal Year
                  ...........................................................................
                  14Section
      7.07  Amendments
                  ...........................................................................
                  14Certificate
      of Secretary
                  ...........................................................................
                  15















AMENDED AND RESTATED
BYLAWS


OF


SANGUI
BIOTECH INTERNATIONAL, INC.





ARTICLE
I





OFFICES





Section 1.01 Business
Offices.  The corporation may have such offices, either within
or outside Colorado, as the board of directors may from time to time determine
or as the business of the corporation may require.





Section 1.02 Registered
Office.  The registered office of the corporation required by
the Colorado General Corporation Law is to be maintained in Colorado, unless
changed as provided by law.





ARTICLE
II





STOCKHOLDERS





Section
2.01  Annual Meeting.  An annual meeting of the
stockholders shall be held on such date and at such time as the board of
directors shall fix in the notice of meeting for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting.  If the election of directors shall not be held on the day
designated herein for any annual meeting of the stockholders, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a meeting of the stockholders as soon thereafter as conveniently may
be.  Failure to hold an annual meeting as required by these bylaws
shall not invalidate any action taken by the board of directors or officers of
the corporation.





Section
2.02  Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the Chief Executive Officer, the Secretary, or by the
board of directors and shall be called by the Chief Executive Officer or the
Secretary at the request of the holders of not less than ten percent (10%) of
all the outstanding shares of the corporation.





Section
2.03  Place of Meeting.  Each meeting of the
stockholders shall be held at such place, either within or outside Colorado, as
may be designated in the notice of meeting, or, if no place is designated in the
notice, at the principal office of the corporation.





Section
2.04  Notice of Meetings.  Except as otherwise
required by law written notice of each meeting of the stockholders stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given, either
personally (including delivery by private courier) or by first class, certified
or registered mail, to each stockholder of record entitled to notice of such
meeting, not less than ten (10) nor more than sixty (60) days before the date of
the meeting. Such notice shall be deemed to be given, if personally delivered,
when delivered to the stockholder, and, if mailed, when deposited in the United
States mail, if the stockholder is a resident of the United States, or of
Germany, if the stockholder is not a resident of the United States, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the corporation.







Page
1 of 15


However, if notice of two consecutive annual meetings and all notices of
meetings of or the taking of action by written consent without a meeting to any
stockholder during the period between such two consecutive annual meetings have
been mailed addressed to such person at his address as shown on the records of
the corporation and have been returned undeliverable, the giving of such notice
to such person shall not be required until another address for such person is
delivered to the corporation.  When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the corporation may transact any
business that might have been transacted at the original meeting.  If
the adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting in accordance with the foregoing provisions of this Section
2.04.





Section
2.05  Fixing Date for Determination of  Stockholders of
Record.  For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for any other lawful action, the
board of directors may fix, in advance, a date as the record date for any such
determination of stockholders, which date shall be not more than sixty (60) nor
less than ten (10) days before the date of such meeting, and not more than sixty
(60) days prior to any other action.  A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned
meeting.  Notwithstanding the foregoing provisions of this Section
2.05, the record date for determining stockholders entitled to take, or receive
notice of, corporate action in writing without a meeting as provided in Section
2.11 shall be determined as provided in such Section.





Section
2.06  Voting List.  The officer who has charge of the
stock books of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.





Section
2.07  Proxies.  Each stockholder entitled to vote at
a meeting of stockholders or to express consent or dissent to corporate action
in writing without a meeting may authorize another person or persons to act for
him by proxy, but no such proxy shall be voted or acted upon after three years
from its date, unless the proxy provides for a longer period.





Section
2.08  Quorum and Manner of Acting.  At all meetings
of stockholders, a majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum.  If a quorum is present, the affirmative vote of a majority of
the shares represented at a meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater proportion or
number or voting by classes is otherwise required by law, the articles of
incorporation or these bylaws.  In the absence of a quorum, a majority
of the shares so represented may adjourn the meeting from time to time in
accordance with Section 2.04, until a quorum shall be present or
represented.


Page 2
of 15




Section
2.09  Voting of Shares.  Unless otherwise provided in
the articles of incorporation and subject to the provisions of Section 2.05,
each stockholder entitled to vote shall have one vote for each outstanding share
of capital stock held of record by such stockholder on each matter submitted to
a vote of the stockholders either at a meeting thereof or pursuant to Section
2.11.  In the election of directors each record holder of stock
entitled to vote at such election shall have the right to vote the number of
shares owned by him for as many persons as there are directors to be elected,
and for whose election he has the right to vote.  Cumulative voting
shall not be allowed.  If a separate vote by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in person or represented by proxy, shall constitute a quorum entitled to take
action with respect to that vote on that matter and the affirmative vote of the
majority of shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class.





Section
2.10  Voting of Shares by Certain Holders.





(a)
Fiduciaries; Pledgors.  Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held.  Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the corporation he has expressly empowered the pledgee to vote thereon,
in which case only the pledge or his proxy may represent such shares and vote
thereon.





(b) Joint
Owners. If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effects:
(i) if only one votes, his act binds all; (ii) if more than one votes, the act
of the majority so voting binds all; and (iii) if more than one votes, but the
vote is evenly split on any particular matter, each faction may vote the shares
in question proportionally, or any person voting the shares, or a beneficiary,
if any, may apply to any court having jurisdiction to appoint an additional
person to act with the persons so voting the shares, in which case the shares
shall then be voted as determined by a majority of such persons. If the
secretary of the corporation is given notice and is furnished a copy of the
instrument or order creating a tenancy held in unequal interests, a majority or
even split for the purpose of subparagraph (iii) shall be a majority or even
split in interest.





ARTICLE
III





BOARD OF
DIRECTORS





Section 3.01 General
Powers.  The business and affairs of the corporation shall be
managed by or under the direction of its board of directors, except as otherwise
provided in the Colorado General Corporation Law or the articles of
incorporation.





Section 3.02 Number, Tenure
and Qualifications.  The number of directors of the corporation
shall be as fixed from time to time by resolution of the board of
directors.  Except as otherwise provided in Sections 2.01 and 3.05,
directors shall be elected at each annual meeting of stockholders, by a
plurality of the votes present in person or represented by proxy at the meeting
and entitled to vote at the election of directors.  Each director
shall hold office until his successor shall have been elected and qualified or
until his earlier death, resignation or removal.  Directors need not
be residents of Colorado or stockholders of the corporation.  Any
reduction in the authorized number of directors shall not have the effect of
shortening the term of any incumbent director unless such director is also
removed from office in accordance with Section 3.04.


Page 3
of 15




Section
3.03  Resignation.  Any director may resign at any
time by giving written notice to the corporation.  A director's
resignation shall take effect at the time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.





Section
3.04  Removal.  Any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors; except that if the
holders of shares of any class or series are entitled to elect one or more
directors by the provisions of the articles of incorporation, the provisions of
this Section shall apply, with respect to the removal without cause of a
director or directors so elected, to the vote of the holders of the outstanding
shares of that class or series and not to the vote of the outstanding shares as
a whole.





Section
3.05   Vacancies.  Any director may resign at
any time by giving written notice to the president or to the secretary of the
corporation.  Such resignation shall take effect at the time the
notice is received by the corporation unless the notice specifies a later
effective date; and, unless otherwise specified therein the acceptance of such
resignation shall not be necessary to make it effective.  Any vacancy
occurring in the board of directors may be filled by the stockholders or by the
affirmative vote of a majority of the remaining directors, though less than a
quorum.  If elected by the directors, the director shall hold office
until the next annual stockholders’ meeting at which directors are
elected.  If elected by the stockholders, the director shall hold
office for the unexpired term of his predecessor in office except that if the
director’s predecessor was elected by the directors to fill a vacancy, the
director elected by the stockholders shall hold office for the unexpired term of
the last predecessor elected by the stockholders.





Section
3.06  Regular Meetings.  A regular meeting of the
board of directors shall be held immediately after and at the same place as the
annual meeting of stockholders, or as soon thereafter as conveniently may be, at
the time and place, either within or without Colorado, determined by the board,
for the purpose of electing officers and for the transaction of such other
business as may come before the meeting.  Failure to hold such a
meeting, however, shall not invalidate any action taken by any officer then or
thereafter in office.  The board of directors may provide by
resolution the time and place, either within or outside Colorado, for the
holding of additional regular meetings without other notice than such
resolution.





Section
3.07  Special Meetings.  Special meetings of the
board of directors may be called by or at the request of the chief executive
officer or any director.  The person authorized to call special
meetings of the board of directors may fix any convenient place, either within
or outside Colorado, as the place for holding any special meeting of the board
of directors called by him.


Page 4
of 15





Section
3.08  Meetings by Telephone.  Unless otherwise
restricted by the articles of incorporation, members of the board of directors
or any committee thereof may participate in a meeting of such board or committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting in such manner shall constitute presence in person at
the meeting.





Section
3.09  Notice of Meetings.  Notice of each meeting of
the board of directors (except those regular meetings for which notice is not
required) stating the place, day and hour of the meeting shall be given to each
director at least five days prior thereto by the mailing of written notice by
first class mail, or at least three days prior thereto by personal delivery
(including delivery by courier) of written notice or by telephone, telegram,
facsimile or other similar form of communication, except that in the case of a
meeting to be held pursuant to Section 3.08 notice may be given by personal
delivery or by facsimile, telegram or telephone 24 hours prior
thereto.  The method of notice need not be the same to each
director.  If mailed, such notice shall be deemed to be given when
deposited in the United States or German mail, with postage thereon prepaid,
addressed to the director at his business or residence address.  If
sent by telegram, facsimile or similar form of communication, such notice shall
be deemed to be given when sent by such method to the director during normal
business hours at the location of the recipient at the last address or facsimile
number of the director furnished by him to the corporation for such
purpose.  If communicated by telephone, such notice shall be deemed to
be given when communicated directly to the director or to the person designated
by the director as a person authorized to receive such notice. Neither the
business to be transacted at nor the purpose of any meeting of the board of
directors need be specified in the notice or waiver of notice of such
meeting.





Section
3.10  Quorum and Manner of Acting.  Except as
otherwise may be required by law, the articles of incorporation or these bylaws,
a majority of the number of directors fixed in accordance with these bylaws,
present in person, shall constitute a quorum for the transaction of business at
any meeting of the board of directors, and the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.  If less than a quorum is present at a
meeting, the directors present may adjourn the meeting from time to time without
further notice other than announcement at the meeting, until a quorum shall be
present.  No director may vote or act by proxy or power of attorney at
any meeting of the board of directors.





Section
3.11  Interested Directors.  No contract or
transaction between the corporation and one or more of its directors or
officers, or between a corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the board or committee which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if the material facts as to his relationship or
interest and as to the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of
the disinterested directors, even though the disinterested directors be less
than a quorum; the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or the contract or
transactions is fair as to the corporation as of the time it is authorized,
approved or ratified, by the board of directors, a committee or the
stockholders.  Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee that authorizes the contract or transaction.


Page 5
of 15





Section
3.12  Action Without a Meeting.  Unless otherwise
restricted by the articles of incorporation, any action required or permitted to
be taken at any meeting of the board of directors or any committee thereof may
be taken without a meeting, without prior notice and without a vote, if all
members of the board or committee consent thereto in writing and the writing or
writings are filed with the minutes of the proceedings of the board or
committee.





Section 3.13 Scientific
Advisory Board. The board of directors, by resolution duly adopted, may
designate a Scientific Advisory Board consisting of qualified persons. The
Scientific Advisory Board shall consider the status of the scientific,
development and registration  projects of the corporation, the state of the
relevant academic and industry discourse as well as market developments, and
identify current and future opportunities to promote the success of the
corporation, or act as otherwise directed from time to time by the board of
directors.





The
chairperson of the Scientific Advisory Board shall from time to time be invited
to attend the meetings of the board of directors in order to report about the
status of projects and developments within or without the corporation and to
submit suggestions and recommendations regarding such scientific, development
and registration  activities of the corporation.





Section 3.14 Executive and
Other Committees.  The board of directors, by resolution
adopted by a majority of the whole board, may designate one or more committees,
each committee to consist of one or more of the directors of the corporation, or
of such other persons as determined in the sole discretion of the board, with
whom due to their qualification, reputation, professional experience or any such
other relevant skill set is deemed suited to be an advantage to the
corporation.  The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or disqualified
member.  The delegation of authority to any committee shall not
operate to relieve the board of directors or any member of the board form any
responsibility imposed by law.  Subject to the foregoing, the board of
directors may provide such powers, limitations and procedures for such
committees as the board deems advisable.  To the extent the board of
directors does not establish other procedures, each committee shall be governed
by the procedures set forth in Sections 3.06 (except as they relate to an annual
meeting), 3.07 through 3.11 and 7.01 and 7.02 as if the committee were the board
of directors.  Each committee shall keep regular minutes of its
meetings, which shall be reported to the board of directors when required and
submitted to the secretary of the corporation for inclusion in the corporate
records.





Section 3.15
Compensation. Unless otherwise restricted by the articles of
incorporation, the board of directors shall have the authority to fix the
compensation of directors or other committee members. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of directors
and each meeting of any committee of the board of which he is a member and may
be paid a fixed sum for attendance at each such meeting or a stated salary or
both a fixed sum and a stated salary.  No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.


Page 6
of 15
 
 
 ARTICLE
IV





OFFICERS





Section
4.01  Number and Qualifications.  The officers of the
corporation may consist of a chairman of the board, a chief executive officer, a
chief operating officer, a secretary and such other officers, including a
president, one or more vice-presidents, a treasurer and a controller, as may
from time to time be elected or appointed by the board.  In addition,
the board of directors or the chief executive officer may elect or appoint such
assistant and other subordinate officers including assistant vice-presidents,
assistant secretaries and assistant treasurers, as it or he shall deem necessary
or appropriate.  Any number of offices may be held by the same
person.





Section
4.02  Election and Term of Office.  Except as
provided in Sections 4.01 and 4.06, the officers of the corporation shall be
elected by the board of directors annually at the first meeting of the board
held after each annual meeting of the stockholders as provided in Section
3.06.  If the election of officers shall not be held as provided
herein, such election shall be held as soon thereafter as conveniently may
be.  Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his earlier death,
resignation or removal.





Section
4.03  Compensation.  Officers shall receive such
compensation for their services as may be authorized or ratified by the board of
directors and no officer shall be prevented from receiving compensation by
reason of the fact that he is also a director of the corporation. Election or
appointment as an officer shall not of itself create a contract or other right
to compensation for services performed by such officer.





Section
4.04  Resignation.  Any officer may resign at any
time, subject to any rights or obligations under any existing contracts between
the officer and the corporation, by giving written notice to the
corporation.  An officer's resignation shall take effect at the time
stated therein; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.





Section
4.05  Removal.  Any officer may be removed at any
time by the board of directors, or, in the case of assistant and other
subordinate officers, by the chief executive officer (whether or not such
officer was appointed by the chief executive officer), whenever in its or his
judgment, as the case may be, the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
shall not in itself create contract rights.





Section
4.06  Vacancies.  A vacancy occurring in any office
by death, resignation, removal or otherwise may be filled by the board of
directors, or, if such office may be filled by the chief executive officer as
provided in Section 4.01, by the chief executive officer, for the unexpired
portion of the term.





Section
4.07  Authority and Duties.  The officers of the
corporation shall have the authority and shall exercise the powers and perform
the duties specified below, and as may be additionally specified by the chief
executive officer, the board of directors or these bylaws (and in all cases
where the duties of any officer are not prescribed by the bylaws or the board of
directors, such officer shall follow the orders and instructions of the chief
executive officer), except that in any event each officer shall exercise such
powers and perform such duties as may be required by law:


Page 7
of 15





(a)  Chairman
of the Board. The chairman of the board, who shall be elected from among the
directors, shall preside at all meetings of the stockholders and directors of
the corporation and shall have and may exercise all such powers and perform such
other duties as may be assigned to him from time to time by the board of
directors.





(b)  Chief
Executive Officer.  The chief executive officer shall, subject to the
direction and supervision of the board of directors, (i) have general and active
control of its affairs and business and general supervision of its officers,
agents and employees; (ii) in the absence of the chairman of the board, preside
at all meetings of the stockholders and the board of directors; (iii) see that
all orders and resolutions of the board of directors are carried into effect;
and (iv) perform all other duties incident to the office of Chief Executive
Officer and as from time to time may be assigned to him by the board of
directors.





(c)  Chief
Operating Officer.  The chief operating officer shall, subject to the
direction and supervision of the board of directors, (i) be the chief operating
officer of the corporation and have general and active control of its affairs
and business and general supervision of its officers, agents and employees; (ii)
unless there is a chairman of the board or chief executive officer, preside at
all meetings of the stockholders and the board of directors; (iii) see that all
orders and resolutions of the board of directors are carried into effect; and
(iv) perform all other duties incident to the office of chief operating officer
and as from time to time may be assigned to him by the board of
directors.





(d)  Treasurer.
The treasurer shall: (i) be the principal financial officer of the corporation
and have the care and custody of all its funds, securities, evidences of
indebtedness and other personal property and deposit the same in accordance with
the instructions of the board of directors; (ii) receive and give receipts and
acquittances for moneys paid in on account of the corporation, and pay out of
the funds on hand all bills, payrolls and other just debts of the corporation of
whatever nature upon maturity; (iii) unless there is a controller, be the
principal accounting officer of the corporation and as such prescribe and
maintain the methods and systems of accounting to be followed, keep complete
books and records of account, prepare and file all local, state and federal tax
returns, prescribe and maintain an adequate system of internal audit and prepare
and furnish to the chief executive officer and the board of directors statements
of account showing the financial position of the corporation and the results of
its operations; (iv) upon request of the board, make such reports to it as may
be required at any time; and (v) perform all other duties incident to the office
of treasurer and such other duties as from time to time may be assigned to him
by the board of directors or the chief executive officer. Assistant treasurers,
if any, shall have the same powers and duties, subject to the supervision by the
treasurer.





(e)  Vice-Presidents.
The vice-president, if any (or, if there is more than one, then each
vice-president), shall assist the president and chief executive officer and
shall perform such duties as may be assigned to him by the president or chief
executive officer or by the board of directors.





(f)  Secretary.
The secretary shall: (i) prepare and maintain the minutes of the proceedings of
the stockholders, the board of directors and any committees of the board; (ii)
see that all notices are duly given in accordance with the provisions of these
bylaws or as required by law; (iii) be custodian of the corporate records and of
the seal of the corporation; (iv) keep at the corporation's registered office or
principal place of business within or outside Colorado a record containing the
names and addresses of all stockholders and the number and class of shares held
by each, unless such a record shall be kept at the office of the corporation's
transfer agent or registrar; (v) have general charge of the stock books of the
corporation, unless the corporation has a transfer agent; (vi) authenticate
records of the corporation; and (vii) in general, perform all duties incident to
the office of secretary and such other duties as from time to time may be
assigned to him by the chief executive officer or by the board of directors.
Assistant secretaries, if any, shall have the same duties and powers, subject to
supervision by the secretary.


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ARTICLE
V





STOCK





Section
5.01  Issuance of Shares.  The issuance or sale by
the corporation of any shares of its authorized capital stock of any class,
including treasury shares, shall be made only upon authorization by the board of
directors, except as otherwise may be provided by law.  Every issuance
of shares shall be recorded on the books of the corporation maintained for such
purpose by or on behalf of the corporation.





Section
5.02  Stock Certificates.  The shares of stock of the
corporation shall be represented by certificates.  Each certificate
shall be signed by or in the name of the corporation by the chairman or the
chief executive officer, and by the treasurer or the secretary of the
corporation, representing the number of shares owned by him in the
corporation.  Any of or all the signatures on the certificate may be
facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Certificates of stock shall be in such form consistent with law as shall be
prescribed by the board of directors.





Section
5.03  Payment for Shares.  Shares shall be issued for
such consideration (but not less than the par value thereof) as shall be
determined from time to time by the board of directors.  Treasury
shares shall be disposed of for such consideration as may be determined from
time to time by the board.  Such consideration shall be paid in such
form and in such manner as the directors shall determine.  In the
absence of actual fraud in the transaction, the judgment of the directors as to
the value of such consideration shall be conclusive.  The capital
stock issued by the corporation shall be deemed to be fully paid and
non-assessable stock if:  (a) the entire amount of the consideration
has been received by the corporation in the form of cash, services rendered,
personal property, real property, leases of real property or a combination
thereof; or (b) not less than the amount of the consideration determined to be
capital pursuant to statute has been received by the corporation in such form
and the corporation has received a binding obligation of the subscriber or
purchaser to pay the balance of the subscription or purchase price; provided,
however, nothing contained herein shall prevent the board of directors from
issuing partly paid shares pursuant to statute.


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The
directors may, from time to time, demand payment in respect of each share of
stock not fully paid in the manner prescribed by statute.  In
addition, when the whole of the consideration payable for shares of a
corporation has not been paid in, and the assets shall be insufficient to
satisfy the claims of its creditors, each holder of or subscriber for such
shares shall be bound to pay on each share held or subscribed for by him the sum
necessary to complete the amount of the unpaid balance of the consideration for
which such shares were issued or are to be issued by the
corporation.  No person becoming an assignee or transferee of shares
or of a subscription for shares in good faith and without knowledge or notice
that the full consideration therefor has not been paid shall be personally
liable for any unpaid portion of such consideration, but the transferor shall
remain liable therefor, and no person holding shares in any corporation as
collateral security shall be personally liable as a stockholder but the person
pledging such shares shall be considered the holder thereof and shall be so
liable. No executor, administrator, guardian, trustee or other fiduciary shall
be personally liable as a stockholder, but the estate or funds held by such
executor, administrator, guardian, trustee or other fiduciary in such fiduciary
capacity shall be liable.





Section 5.04  Lost
Certificates.  In case of the alleged loss, destruction or
mutilation of a certificate of stock the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe.  The board of directors may
in its discretion require a bond in such form and amount and with such surety as
it may determine before issuing a new certificate.





Section
5.05  Transfer of Shares.  Upon presentation and
surrender to the corporation or to a transfer agent of the corporation of a
certificate of stock duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, payment of all transfer taxes,
if any, and the satisfaction of any other requirements of law, including inquiry
into and discharge of any adverse claims of which the corporation has notice,
the corporation or the transfer agent shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
on the books maintained for such purpose by or on behalf of the
corporation.  No transfer of shares shall be effective until it has
been entered on such books.  The corporation or a transfer agent of
the corporation may require a signature guaranty or other reasonable evidence
that any signature is genuine and effective before making any
transfer.





Section
5.06  Registered Holders.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Colorado.





Section
5.07  Transfer Agents, Registrars and Paying
Agents.  The board of directors may at its discretion appoint
one or more transfer agents, registrars and agents for making payment upon any
class of stock, bond, debenture or other security of the
corporation.  Such agents and registrars may be located either within
or outside Colorado.  They shall have such rights and duties and shall
be entitled to such compensation as may be agreed.


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ARTICLE
VI





INDEMNIFICATION





Section
6.01  Definitions.  For purposes of this Article, the
following terms shall have the meanings set forth below:





(a) The
corporation. The term "the corporation" means the corporation and shall include,
in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.





(b) Other
Enterprises. The term "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves services by,
such director, officer, employee, or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interest of the participants
and the beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner "not opposed to the best interests of the corporation" as referred
to in this Article.





Section
6.02  Right to Indemnification.  The corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.  The
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.  Any indemnification under this section (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in this section.  Such
determination shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the
stockholders.


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Section
6.03  Successful on the Merits.  To the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
section 6.02, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.





Section
6.04  Advancement of Expenses.  Expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article VI.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.





Section
6.05  Proceedings by a Party.  The corporation shall
indemnify or advance expenses to a party in connection with any proceeding (or
part thereof) initiated by the party only if such proceeding (or part thereof)
was authorized by the board of directors of the corporation.





Section
6.06  Subrogation.  In the event of any payment under
this Article, the corporation shall be subrogated to the extent of such payment
to all of the rights of recovery of the indemnified party, who shall execute all
papers and do everything that may be necessary to assure such rights of
subrogation to the corporation.





Section
6.07  Other Payments.  The corporation shall not be
liable under this Article to make any payment in connection with any proceeding
against or involving a party to the extent the party has otherwise actually
received payment (under any insurance policy, agreement or otherwise) of the
amounts otherwise indemnifiable hereunder.  A party shall repay to the
corporation the amount of any payment the corporation makes to the party under
this Article in connection with any proceeding against or involving the party,
to the extent the party has otherwise actually received payment (under any
insurance policy, agreement or otherwise) of such amount.


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Section
6.08  Insurance.  The corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this
Article.





Section
6.09  Other Rights and Remedies.  The indemnification
and advancement of expenses provided by, or granted pursuant to this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.





Section
6.10  Applicability; Effect.  The indemnification and
advancement of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.





Section
6.11  Severability.  If any provision of this Article
shall be held to be invalid, illegal or unenforceable for any reason whatsoever
(a) the validity, legality and enforceability of the remaining provisions of
this Article (including without limitation, all portions of any Sections of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any Section of this Article containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent of this
Article that each party covered hereby is entitled to the fullest protection
permitted by law.





ARTICLE
VII





MISCELLANEOUS





Section
7.01  Waivers of Notice.  Whenever notice is required
to be given by law, by the articles of incorporation or by these bylaws, a
written waiver thereof, signed by the person entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting or (in the case of a
stockholder) by proxy shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting was not lawfully called or convened.  Neither the business to
be transacted at, nor the purpose of, any meeting need be specified in any
written waiver of notice unless required by these bylaws to be included in the
notice of such meeting.





Section
7.02  Presumption of Assent.  A director or
stockholder of the corporation who is present at a meeting of the board of
directors or stockholders at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the corporation immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director or
stockholder who voted in favor of such action.


Page
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Section
7.03  Voting of Securities by the
Corporation.  Unless otherwise provided by resolution of the
board of directors, on behalf of the corporation the chief executive officer,
the secretary or any vice-president shall attend in person or by substitute
appointed by him, or shall execute written instruments appointing a proxy or
proxies to represent the corporation at, all meetings of the stockholders of any
other corporation, association or other entity in which the corporation holds
any stock or other securities, and may execute written waivers of notice with
respect to any such meetings. At all such meetings and otherwise, the chief
executive officer, the secretary or any vice-president, in person or by
substitute or proxy as aforesaid, may vote the stock or other securities so held
by the corporation and may execute written consents and any other instruments
with respect to such stock or securities and may exercise any and all rights and
powers incident to the ownership of said stock or securities, subject, however,
to the instructions, if any, of the board of directors.





Section
7.04  Loans to Employees and Officers; Guaranty of Obligations of
Employees and Officers.  The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiary, including any officer or employee who
is director of the corporation or its subsidiary, whenever, in the judgment of
the directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation.  The loan, guaranty or other assistance may
be with or without interest, and may be unsecured, or secured in such manner as
the board of directors shall approve, including, without limitation, a pledge of
shares of stock of the corporation.  Nothing contained in this section
shall be deemed to deny, limit or restrict the powers of guaranty or warranty of
any corporation at common law or under any statute.





Section
7.05  Seal.  The corporate seal of the corporation
shall be in such form as adopted by the board of directors, and any officer of
the corporation may, when and as required, affix or impress the seal, or a
facsimile thereof, to or on any instrument or document of the
corporation.





Section
7.06  Fiscal Year.  The fiscal year of the
corporation shall be as established by the board of directors.





Section
7.07  Amendments.  These bylaws may be amended or
repealed and new bylaws adopted by the board of directors or by the stockholders
entitled to vote.


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CERTIFICATE
OF SECRETARY





The undersigned does hereby certify that he is the secretary of Sangui BioTech
International, Inc., a corporation duly organized and existing under and by
virtue of the laws of the state of Colorado; that the above and foregoing bylaws
of said corporation were duly and regularly adopted as such by the board of
directors of said corporation by unanimous consent dated effective September 5,
2008, and that the above and foregoing bylaws are now in full force and effect
and supersede and replace any prior bylaws of the corporation.





DATED
effective this 5th day of September, 2008.





/s/
Joachim Fleing


-----------------------------------------


Joachim
Fleing, Secretary























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