Exhibit 10.1


    Exhibit
      10.1

     

    ARTICLES
      OF AMENDMENT AND RESTATEMENT

    OF
      THE

    ARTICLES
      OF INCORPORATION 

    OF

    PHARMAFRONTIERS
      CORP.

    


    PharmaFrontiers
      Corp. (“Company”), a corporation formed in the State of Texas, hereby adopts the
      following Articles of Amendment and Restatement of the Articles of Incorporation
      pursuant to the provisions of Article 4.07 of the Texas Business Corporations
      Act, which accurately copy the Articles of Incorporation and all amendments
      thereto that are in effect to date and as further amended by the Amended and
      Restated Articles of Incorporation as hereinafter set forth. The Articles of
      Incorporation, as restated and amended by these restated Articles of
      Incorporation are set forth below and contain no other changes in any
      provision.

    


    The
      number
      of shares of the corporation outstanding at the time of the adoption and
      entitled to vote was 66,967,035. The following amendments and additions to
      the
      Articles of Incorporation were adopted by the shareholders at a meeting held
      on
      June 15, 2006, who owned 44,618,472 shares of common stock constituting 66.6%
      of
      the shares outstanding and entitled to vote. 

    


    I.

    


    The
      name
      of the Corporation is PharmaFrontiers Corp.

    


    II.

    


    Each
      statement made by these Articles of Amendment to the Articles of Incorporation
      has been effected in conformity with the provisions of the Texas Business
      Corporation Act. These Articles of Amendment to the Articles of Incorporation
      and each amendment made by these Articles of Amendment to the Articles of
      Incorporation were adopted by the shareholders of the corporation on June 15,
      2006 and shall be effective June 15, 2006.

     

    The
      amendment alters Article 1 of the Articles of Incorporation to reads as
      follows:

    


    ARTICLE
      I.

    


    The
      name
      of the corporation is Opexa Therapeutics, Inc. 

    


    The
      amendment alters Article 4 of the Articles of Incorporation to reads as
      follows:

    


    ARTICLE
      IV.

    


    The
      aggregate number of shares which the corporation shall have authority to issue
      is one hundred ten million (110,000,000), consisting of one hundred million
      (100,000,000) shares of common stock having $0.50 par value (“Common Stock”),
      and ten million (10,000,000) shares of preferred stock having no par value
      (“Preferred Stock”). 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Shares
      of
      Preferred Stock of the Corporation may be issued from time to time in one or
      more classes or series, each of which class or series shall have such
      distinctive designation or title as shall be determined by the Board of
      Directors of the Corporation (“Board of Directors”) prior to the issuance of any
      shares thereof. Each such class or series of Preferred Stock shall have such
      voting powers, full or limited, or no voting powers, and such preferences and
      relative, participating, optional or other special rights and such
      qualifications, limitations or restrictions thereof, shall be stated in such
      resolution or resolutions providing for the issue of such class or series of
      Preferred Stock as may be adopted from time to time by the Board of Directors
      prior to the issuance of any shares thereof pursuant to the authority hereby
      expressly vested in it, all in accordance with the laws of the State of
      Texas.

    


    III.

    


    The
      Articles of Incorporation and all amendments and supplements to them are
      superseded by the following Articles of Amendment and Restatement of the
      Articles of Incorporation, which accurately copy the entire text as well as
      incorporate the amendments set forth above: 

    


    ARTICLE
      I.

    


    The
      name
      of the Corporation is Opexa Therapeutics, Inc. 

    


    ARTICLE
      II.

    


    The
      period
      of duration of the Corporation is perpetual.

    


    ARTICLE
      III.

    


    The
      purpose or purposes for which the Corporation is organized is the transaction
      of
      any and all lawful business for which corporations may be incorporated under
      the
      Texas Business Corporation act.

    


    ARTICLE
      IV.

    


     The
      aggregate number of shares which the corporation shall have authority to issue
      is one hundred ten million (110,000,000), consisting of one hundred million
      (100,000,000) shares of common stock having $0.50 par value (“Common Stock”),
      and ten million (10,000,000) shares of preferred stock having no par value
      (“Preferred Stock”). 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Shares
      of
      Preferred Stock of the Corporation may be issued from time to time in one or
      more classes or series, each of which class or series shall have such
      distinctive designation or title as shall be determined by the Board of
      Directors of the Corporation (“Board of Directors”) prior to the issuance of any
      shares thereof. Each such class or series of Preferred Stock shall have such
      voting powers, full or limited, or no voting powers, and such preferences and
      relative, participating, optional or other special rights and such
      qualifications, limitations or restrictions thereof, shall be stated in such
      resolution or resolutions providing for the issue of such class or series of
      Preferred Stock as may be adopted from time to time by the Board of Directors
      prior to the issuance of any shares thereof pursuant to the authority hereby
      expressly vested in it, all in accordance with the laws of the State of
      Texas.

    


    ARTICLE
      V.

    


    The
      Corporation will not commence business until it has received for the issuance
      of
      its shares consideration of the value of at least of one thousand dollars
      ($1,000), consisting of money, labor done or property actually received.


    


    ARTICLE
      VI.

    


    The
      street
      address of the registered office is c/o Brewer & Pritchard, P.C., Three
      Riverway, Suite 1800, Houston, Texas 77056, and the name of the registered
      agent
      is Thomas C. Pritchard.

    


    ARTICLE
      VII.

    


    The
      number
      of directors who shall constitute the Board shall equal not less than two nor
      more than 10, as the Board may determine by resolution from time to time. See
      attachment.

    


    ARTICLE
      VIII.

    


    No
      director of the Corporation shall be liable to the Corporation or its
      shareholders or members for monetary damages for any act or omission in such
      director’s capacity as a director, except for (i) a breach of such director’s
      duty of loyalty to the Corporation or its shareholders or to the Corporation,
      (ii) an act or omission not in good faith that constitutes a breach of duty
      of
      the director to the Corporation, or an act or omission that involves intentional
      misconduct or a knowing violation of the law; (iii) a transaction from which
      a
      director received an improper benefit, whether or not the benefit resulted
      from
      an action taken within the scope of the director’s office; or (iv) an act or
      omission for which the liability of a director is expressly provided by an
      applicable statute.

     

    ARTICLE
      IX.

    


    The
      Corporation shall indemnify all current and former directors and officers of
      the
      Corporation to the fullest extent of the applicable law, including, without
      limitation, Article 2.02-1 of the Texas Business Corporation Act.

    


    ARTICLE
      X.

    


    Shareholders
      of the Corporation shall not have cumulative voting rights nor preemptive
      rights. 

    


    ARTICLE
      XI.

    


    If
      the
      Texas Business Corporation Act (“TBCA”) requires that the shareholders vote for
      any of the following actions: (a) the approval of any amendment of the articles
      of incorporation pursuant to Article 4 of the TBCA (or any successor statute),
      (b) the approval of a plan of merger or exchange pursuant to Section 5.03 of
      the
      TBCA (or any successor statute thereto), (c) the approval of a sale, lease,
      exchange or other disposition of assets pursuant to Section 5.10 of the TBCA
      (or
      any successor statute thereto), or (d) the approval of a voluntary dissolution
      of the Company under Section 6.03 or the revocation of such voluntary
      dissolution pursuant to Section 6.05(A) of the TBCA (or any successor statutes),
      then the vote of shareholders required for such actions shall be (in lieu of
      any
      greater vote required by the TBCA) the affirmative vote of the holders of a
      majority of the outstanding shares entitled to vote thereon, unless any class
      or
      series of shares is entitled to vote as a class thereon, in which event the
      vote
      outstanding shares within each class or series of shares entitled to vote
      thereon as a class and at least a majority of the outstanding shares otherwise
      entitled to vote thereon.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the
      Corporation has caused this Articles of Amendment and Restatement of the
      Articles of Incorporation to be signed by its president this 15th
      day of
      June, 2006.

    


    


    PHARMAFRONTIERS
      CORP.

    


    


    


    By:
      /s/
      David B. McWilliams

    David
      B.
      McWilliams, President

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ATTACHMENT
      TO ARTICLES OF AMENDMENT AND RESTATEMENT

    OF
      THE 

    ARTICLES
      OF INCORPORATION

    OF

    PHARMAFRONTIERS
      CORP.

    


    Names
      and
      Addresses of our Directors:

    


    1. David
      McWilliams

    2635
      N.
      Crescent Ridge Drive

    The
      Woodlands, Texas 77381

    


    2. David
      Hung

    2635
      N.
      Crescent Ridge Drive

    The
      Woodlands, Texas 77381

    


    3. Greg
      Bailey

    2635
      N.
      Crescent Ridge Drive

    The
      Woodlands, Texas 77381

    


    4. Scott
      Seaman

    2635
      N.
      Crescent Ridge Drive

    The
      Woodlands, Texas 77381

    


    5. Michael
      Richman

    2635
      N.
      Crescent Ridge Drive

    The
      Woodlands, Texas 77381