CERTIFICATE AND STATEMENT OF DETERMINATION OF
                             RIGHTS AND PREFERENCES
                                       OF
             8% SERIES G NON-CONVERTIBLE NON-VOTING PREFERRED STOCK
                                       OF
                              BIOMUNE SYSTEMS, INC.

         The  undersigned,  being the Chief  Executive  Officer and Secretary of
Biomune Systems,  Inc., a Nevada  corporation,  do hereby certify and declare as
follows:

         1.       The name of the corporation is Biomune Systems, Inc.

         2.       Attached hereto as Exhibit A and  incorporated  herein by this
                  reference  is a true and correct  copy of the  Designation  of
                  Rights  and   Preferences  of  8%  Series  G   Non-Convertible
                  Non-Voting Preferred Stock of Biomune Systems, Inc.

         3.       The Designation of Rights and Preferences  described above was
                  approved by the Board of Directors of Biomune Systems, Inc. at
                  a meeting duly  convened  following  notice as required by the
                  Bylaws of the Company.

         IN WITNESS  WHEREOF,  we have  signed this  Certificate  this 29 day of
December 1998.

                                     BIOMUNE SYSTEMS, INC., a Nevada corporation


                                           /s/ Michael G. Acton
                                       By: __________________________________
                                           Michael G. Acton,
                                           President and Chief Executive Officer


                                       By: __________________________________
                                           Kevin R. Pinegar, Secretary
Attested and Verified:


/s/ Kevin R. Pinegar
------------------------------
Kevin R. Pinegar, Secretary





<PAGE>




STATE OF Salt Lake                   )
                                     ):ss
COUNTY OFSalt Lake                   )

         On the 29 day of December 1998, Michael G. Acton, who, being by me duly
sworn,  did say that he is the President and Chief Executive  Officer of Biomune
Systems,  Inc., a Nevada  corporation,  and that the  foregoing  instrument  was
signed on behalf of such Corporation by authority of its Bylaws and such officer
acknowledged to me that the Corporation executed the same.

/s/ Carol McKay
-----------------------------------
NOTARY PUBLIC

My Commission Expires:



STATE OF Salt Lake                  )
                                    ):ss
COUNTY OF New York                  )

         On the 29 day of December 1998, Kevin R. Pinegar, who, being by me duly
sworn,  did say that he is the  Secretary  of Biomune  Systems,  Inc.,  a Nevada
corporation,  and that the  foregoing  instrument  was  signed on behalf of such
Corporation by authority of its Bylaws and such officer  acknowledged to me that
the Corporation executed the same.

/s/ Carol McKay
----------------------------------
NOTARY PUBLIC

My Commission Expires:











<PAGE>




                              BIOMUNE SYSTEMS, INC.
                                     AMENDED
                      DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
             8% SERIES G NON-CONVERTIBLE NON-VOTING PREFERRED STOCK

         Pursuant to the  authority  vested in the Board of Directors of BIOMUNE
SYSTEMS,  INC.,  a  Nevada  corporation  (the  "Company"),  in its  Articles  of
Incorporation and as permitted by Section 602 of the Nevada Private Corporations
Act, as amended (the "Nevada Act"), the Company's Board of Directors does hereby
amend the  designation of rights and preferences for its series of the Company's
Preferred Stock designated as 8% Series G Non-Convertible  Non-Voting  Preferred
Stock and does hereby  designate the rights,  preferences,  privileges and other
attributes of the shares of such series as follows:

         1.  Designation  and  Number  of  Shares.  A  series  of the  Company's
Preferred Stock is hereby established,  to be designated and known as "8% Series
G Non-Convertible  Non-Voting  Preferred Stock" (hereinafter  referred to as the
"Series G Preferred Stock"),  consisting of 750,000 shares of the authorized and
unissued shares of the Company's  Preferred Stock,  $0.0001 par value per share.
The Company shall from time to time, in accordance with the laws of the State of
Nevada, increase the number of shares of its Common Stock, $0.0001 par value per
share,  if at any time the  number  of  shares  of the  Company's  Common  Stock
remaining  unissued and available for issuance shall not be sufficient to permit
conversion of the Series G Preferred Stock provided herein.

         2.  Dividends.  The holders of shares of Series G Preferred Stock shall
be entitled to receive an annual  dividend  out of any of the  Company's  assets
legally  available  therefor,  prior and in  preference  to any  declaration  or
payment of any dividend on the Common Stock of the Company, at the rate of eight
percent (8%) per annum on the stated value of the Series G Preferred  Stock. The
stated  value is $1.00 per share and the  dividend  rate will be $0.80 per annum
per share of Series G Preferred  Stock. At the exclusive  option of the Company,
dividends  may be paid  either  in cash or in  additional  shares  of  Series  G
Preferred  Stock or other  securities  of the Company at the  discretion  of the
Board of Directors to holders of record of shares of Series G Preferred Stock as
they appear on the books and  records of the  Company on such  record  dates not
less than ten (10) days nor more than  sixty  (60) days  preceding  the  payment
dates  thereof,  as may be  fixed  by the  Board of  Directors  of the  Company.
Dividends  shall be fully  cumulative and shall accrue from the date of original
issuance of the Series G Preferred Stock.  Once dividends are paid on the Series
G  Preferred  Stock,  holders  of shares of Series G  Preferred  Stock  will not
participate  in  dividends  paid to holders of Common  Stock or other  series of
Preferred  Stock.  Except as  described  below,  no  dividends  shall be paid or
declared  and set  apart  for  payment  on any  class or series of shares of the
Company  that are junior to the Series G Preferred  Stock for any period  unless
full cumulative dividends have been paid ro  contemporaneously  are declared and
paid or set apart for  payment  on the  Series G  Preferred  Stock.  A  dividend
payable in shares of Common Stock or in shares of another class of shares junior
to the Series G Preferred Stock may, however, be made. Dividends on the Series G
Preferred Stock may, at the option of the Company's Board of Directors,  be paid
in either cash or in additional  shares of Series G Preferred Stock or in shares
of other securities issued by the Company;  provided,  however,  that if accrued
dividends  on the  Series G  Preferred  Stock are paid in  additional  shares of
Series G Preferred Stock, accrued dividends paid subsequent thereto shall not be
paid on shares of Series G Preferred  Stock that were  previously  paid as stock
dividends.  Holders of Series G Preferred  Stock shall not participate in excess
dividends  remaining following payment of all accrued and unpaid dividends owing
to holders of Series G Preferred Stock.



<PAGE>




         3.       Liquidation Preference.

                  (a) In the event of any voluntary or involuntary  liquidation,
         dissolution  or  winding  up of the  Company,  the  holders of Series G
         Preferred  Stock  shall be entitled to receive out of the assets of the
         Company   available  for   distribution  to  shareholders   before  any
         distribution  or payment is made to holders of shares of Common  Stock,
         or to holders of any other  shares of the Company  ranking  junior upon
         liquidation to the Series G Preferred Stock, liquidation  distributions
         in the amount of One Dollar  ($1.00)  per share  plus all  accrued  and
         unpaid regular or special dividends, if any, before any payment is made
         to holders of shares of the Company's equity securities that are junior
         to the Series G Preferred  Stock.  If upon any voluntary or involuntary
         liquidation,  dissolution  or winding up of the Company,  the assets of
         the  Company  shall be  insufficient  to make the full  payment  on the
         Series G Preferred  Stock as  described  in the  immediately  preceding
         sentence,  and similar payments on any other class of shares ranking on
         a parity with the Series G Preferred Stock upon  liquidation,  then the
         holders of the  Series G  Preferred  Stock and of such  other  class of
         shares  will share  ratably in any such  distribution  of assets of the
         Company in proportion to the full respective  distributable  amounts to
         which they are entitled.

                  (b) After  payment to the  holders  of the Series G  Preferred
         Stock of the amounts set forth in subparagraph  3(a) above, the holders
         of  Series G  Preferred  Stock  will  not be  entitled  to any  further
         participation  in any  distribution or payment by the Company,  and the
         entire remaining assets and funds of the Company legally  available for
         distribution,  if any, shall be distributed among the holders of shares
         of Common Stock in  proportion  to the shares of Common Stock then held
         by them.

                  (c) A consolidation  or merger of the Company with or into any
         other  corporation or  corporations,  or a sale of all or substantially
         all of the assets of the Company  that does not involve a  distribution
         by the  Company of cash or other  property  to the holders of shares of
         Common  Stock,  shall be deemed  to be a  liquidation,  dissolution  or
         winding up of the  Company  within the  meaning of this  Section 3, but
         rather shall be subject to the provisions of Section 6 below.

         4.       Voting Rights.

                  (a)  Except  as  otherwise  expressly  provided  herein  or as
         required by Nevada law,  the holders of Series G Preferred  Stock shall
         not be entitled to voting  rights,  except that without the approval of
         holders of a majority of the  outstanding  shares of Series G Preferred
         Stock,  the Company will not (i) authorize,  create or issue any shares
         of any class or series ranking  senior to the Series G Preferred  Stock
         as to liquidation  rights; (ii) amend, alter or repeal by any means the
         Company's  Articles  of  Incorporation  if the powers,  preferences  or
         special  rights of the Series G  Preferred  Stock  would be  materially
         adversely  affected;  or (iii) become subject to any restriction on the
         Series G Preferred Stock other than  restrictions  arising solely under
         the  Nevada  Act  or   existing   under  the   Company's   Articles  of
         Incorporation as in effect on December 31, 1998.

         5.  Conversion.  The Series G Preferred  Stock may not be  converted to
Common Stock or any other class or series of stock issued by the Company.

         6.       Merger or Consolidation.

                  (a)      At any time, in the event of:

                           (i)      any   transaction   or   series   of related
                                    transactions


<PAGE>




                  (including, without limitation, any reorganization,  merger or
                  consolidation) that will result in the Company's  shareholders
                  immediately  prior to such  transaction not holding (by virtue
                  of such  shares  or  securities  issued  solely  with  respect
                  thereto) at least fifty  percent  (50%) of the voting power of
                  the surviving or continuing entity; or

                           (ii) a sale of all or substantially all of the assets
                  of the Company, unless the Company's shareholders  immediately
                  prior to such sale will,  as a result of such  sale,  hold (by
                  virtue of securities issued as consideration for the Company's
                  sale) at least fifty  percent (50%) of the voting power of the
                  purchasing entity;

         (the foregoing events are  individually  referred to herein as a "Sales
         Transaction"),  then, holders of the Series G Preferred Stock of record
         as of the  date of  consummation  of the  Sales  Transaction  shall  be
         entitled  to  receive,  prior  and  in  preference  to any  payment  of
         consideration  to the holders of Common Stock, in cash or in securities
         received from the acquiring  corporation,  or in a combination thereof,
         at  the  closing  of  any  such  Sales  Transaction,  at  the  holder's
         discretion,  an amount per share equal to One Dollar  ($1.00) per share
         (as adjusted for any combinations,  consolidations, stock distributions
         or stock  dividends with respect to such shares),  plus all declared or
         accumulated  but  unpaid  dividends  on such  shares  as of the date of
         closing of such Sales  Transaction.  In the event the  proceeds  of the
         Sales  Transaction  are not  sufficient  to make  full  payment  of the
         aforementioned  preferential  amounts  to the  holders  of the Series G
         Preferred Stock in accordance herewith,  then the entire amount payable
         in respect  of the  proposed  Sales  Transaction  shall be  distributed
         ratably among the holders of the Series G Preferred Stock in proportion
         to the product of the liquidation preference of each such share and the
         number of such shares owned by each such holder. Upon completion of the
         payment to the holders of Series G Preferred  Stock as provided  above,
         the remaining  proceeds of such Sales  Transaction shall be distributed
         among the holders of record (as of the date of the  consummation of the
         Sales  Transaction)  of  shares of Common  Stock in  proportion  to the
         number of shares of Common Stock then held. Unless otherwise  consented
         to by the holders of a majority of the  outstanding  shares of Series G
         Preferred Stock, such payments shall be made with respect to the Series
         G  Preferred  Stock and to holders of Common  Stock by purchase of such
         shares of Series G Preferred  Stock and Common  Stock by the  surviving
         corporation,  entity or person,  or by redemption of such shares by the
         Company, in the discretion of the Company.

                  (b) Any  securities to be delivered to the holders of Series G
         Preferred  Stock  pursuant  to Section  6(a)  above  shall be valued as
         follows:

                           (i)  Securities  not subject to investment  letter or
                  other similar  restrictions on free  marketability as provided
                  for in subsection (ii) below:

                                    (A) If traded on a  securities  exchange  or
                           reported  on the Nasdaq  SmallCap  Market,  the value
                           shall be  deemed  to be the  average  of the  closing
                           prices of the  securities  on such  exchange over the
                           thirty (30) day period ending three (3) days prior to
                           the closing;

                                    (B) If actively traded over-the-counter, the
                           value  shall  be  deemed  to be  the  average  of the
                           closing bid or sale prices  (whichever is applicable)
                           over the thirty (30) day period ending three (3) days
                           prior to the closing; and



<PAGE>




                                    (C) If there is no active public market, the
                           value  shall be the fair  market  value  thereof,  as
                           mutually   determined  by  the  Company's   Board  of
                           Directors  and  the  holders  of a  majority  of  the
                           outstanding shares of Series G Preferred Stock.

                           (ii) The method of valuation of securities subject to
                  investment letter or other  restrictions on free marketability
                  (other  than  restrictions  arising  solely  by  virtue  of  a
                  shareholder's  status as an affiliate  or former  affiliate of
                  the Company) shall be to make an appropriate discount from the
                  market  value  determined  in Section  6(b)(i)(A),  (B) or (C)
                  above to reflect the approximate fair market value thereof, as
                  mutually  determined  by the  Company  and  the  holders  of a
                  majority  of the  outstanding  shares  of  Series G  Preferred
                  Stock.

                  (c) In the event the  requirements  of Section  6(a) above are
         not complied with, the Company shall forthwith either:

                           (i) cause  such  closing to be  postponed  until such
                  time as the  requirements of this Section 6 have been complied
                  with; or

                           (ii)  cancel  such  transaction,  in which  event the
                  rights,  preferences and privileges of the holders of Series G
                  Preferred  Stock  shall  revert  to and be the  same  as  such
                  rights,  preferences and privileges existing immediately prior
                  to the date of the first  notice  referred to in Section  6(d)
                  below.

                  (d) The  Company  shall give each holder of record of Series G
         Preferred Stock written notice of such impending  transaction not later
         than ten (10) days prior to the shareholders' meeting called to approve
         such  transaction.  The notice shall  describe  the material  terms and
         conditions  of the  impending  transaction  and the  provisions of this
         Section 6, and the Company shall  thereafter  give such holders  prompt
         notice  of any  material  changes  to the  impending  transaction.  The
         transaction  shall in no event take place  soon than  twenty  (20) days
         after the  Company has given the notice  provided  for herein or sooner
         than ten (10) days  after  the  Company  has  given  the  notice of any
         material  changes in the impending  transaction as provided for herein;
         provided,  however, that such periods may be shortened upon the written
         consent  of the  holders  of a majority  of the  outstanding  shares of
         Series G Preferred Stock.

         7.  Restrictions  and  Limitations.  So long as any  shares of Series G
Preferred Stock remain issued and outstanding, the Company shall not without the
consent of the holders of a majority  of the shares of Series G Preferred  Stock
then outstanding:

                  (a) Effect  any  reclassification,  recapitalization  or other
         change with respect to any outstanding  shares of stock that results in
         the issuance of shares of stock having any preference or priority as to
         liquidation  preferences  that are superior to any such  preference  or
         priority of the Series G Preferred Stock; or

                  (b)  Increase  or  decrease   (other  than  by  redemption  or
         conversion)  the total  number  of  authorized  shares of the  Series G
         Preferred Stock.

         8. No  Reissuance  of Series G Preferred  Stock.  No share or shares of
Series G  Preferred  Stock  acquired  by the  Company  by reason of  redemption,
purchase or otherwise  shall be reissued,  and all such shares shall be returned
to the status of undesignated shares of the Company's Preferred Stock.

         9. Redemption. The Company shall have the right to call for redemption


<PAGE>



part or all of the shares of Series G Preferred  Stock at any time and from time
to time,  by giving  notice,  regardless  of whether any holder  shall have also
given notice of intent to convert such shares.  The redemption price payable the
Company shall be $1.15 per share at the time of the  redemption.  After the date
fixed for redemption, dividends on shares of Series G Preferred Stock called for
redemption  shall cease to accrue,  such shares  shall no longer be deemed to be
issued and outstanding, and all rights of the holders thereof as shareholders of
the  Company  shall  cease  unless the  Company  defaults  on the payment of the
redemption price. Redemption shall be made on a pro rata basis among all holders
of the Series G  Preferred  Stock.  The  redemption  price paid shall be applied
first to the redemption of shares that would  otherwise be subject to conversion
in the year the  redemption is made. At its sole option,  the Company may offset
amounts  owed the  Company  by a holder of the Series G  Preferred  Stock or any
affiliate of such a holder  against any  redemption  price  payable  against the
shares of Series G Preferred Stock owned by such holder.

         10. United States  Dollars.  All references  herein to Dollars shall be
deemed to refer to United States Dollars.