AMARILLO BIOSCIENCES, INC. AMENDED AND RESTATED 2008 DIRECTORS, OFFICERS, AND CONSULTANTS STOCK PURCHASE PLAN

1.01.       Purposes.

      The purposes of this 2008 Directors, Officers, and Consultants Stock Purchase Plan (the “Plan”) are to provide to Directors, Officers, and Consultants of the Company (including Non-Executive Officers) with an opportunity to obtain shares of the Company’s Common Stock, or to increase their holdings of shares of the Company’s Common Stock, by purchasing a limited number of such shares directly from the Company, subject to the terms and conditions hereinafter set forth.

1.02.       Administration.

     (a)     The Plan shall be administered by a committee of outside (non-employee) directors appointed by the Board of Directors of ABI (the “Committee”), as constituted from time to time. The Committee shall consist of at least two and no more than three members of the Board. Notwith­standing anything in this Section 1.02 to the con­trary, so long as any equity security of the Company is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), or any successor statute, all authority to exercise discretion with respect to participation in the Plan by persons who are (i) “officers” within the meaning of the applicable Securities and Exchange Commission rules and regulations relating to Section 16 of the 1934 Act, or any successor statute, (ii) directors of the Company, (iii) consultants, and/or (iv) beneficial owners of more than ten percent (10%) of any class of equity securities of the Company who are otherwise eligible to participate in the Plan, and the timing, amounts and other terms and conditions of awards granted under the Plan to such officers, directors, consultants, and beneficial owners, shall be vested in the Committee, if all of the members of the Committee are non-employee directors under Rule 16b-3 promulgated under the 1934 Act, or within any successor definition or under any successor rule.

     (b)     The Committee shall have the authority, in its sole discretion and from time to time to:

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     (c)      Decisions and determinations of the Committee on all matters relating to the Plan shall be in its sole discretion and shall be conclusive. No member of the Commit­tee shall be liable for any action taken or decision made in good faith relating to the Plan or any award thereunder.

     (d)     With respect to persons subject to Section 16 of the 1934 Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the 1934 Act. To the extent any provision of the Plan or action by the Board of Directors or the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board of Directors or the Committee, as applicable.

1.03. Eligibility for Participation.

           All Directors, Officers, and Consultants of the Company including Non-Executive Officers shall be eligible to participate in the Plan.

1.04. Types of Awards Under Plan.

           Awards under the Plan shall be in the form of Purchase Rights to purchase a specified number of shares of Common Stock of the Company, at market value. Purchase Rights shall be exercisable in whole or in part, but all Purchase Rights shall expire thirty (30) days after grant, to the extent not exercised. For all purposes of the Plan, “market value” shall mean the closing price of the Common Stock of the Company on the last trading date preceding the date of purchase; or in the case of shares issued in consideration of salaries or fees actually earned and accrued by Officers or Consultants of the Company, “market value” shall mean the closing price of the Common Stock of the Company on the last trading date preceding the end of the pay period with respect to which such salary or fee was earned. In the event the Company’s Common Stock should no longer be traded on the OTC-BB, “market value” shall mean the price des