AMENDMENT
          TO DESIGNATION OF RIGHTS AND PREFERENCES OF
  SERIES F 8% CUMULATIVE 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 Title 7,  Chapter 78 of the Nevada  Revised
Statutes,  the Company's Board of Directors does hereby amend the Designation of
Rights and  Preferences  of the  Company's  Series F 8%  Cumulative  Convertible
Non-Voting Preferred Stock as follows:

               5. Conversion of Series F Preferred  Stock. The holders of shares
          of  Series F  Preferred  Stock  shall  have the  following  conversion
          rights:

                         (a)  Right  to  Convert.   Subject  to  the  Conversion
               Limitation set forth in Section 5(b) below,  each share of Series
               F Preferred  Stock may be converted at the holder's option at any
               time after January 1, 1999 into 3 shares of the Company's  Common
               Stock ($0.60 divided by $.20) (the "Conversion  Ratio").  Subject
               to the  Conversion  Limitation  set forth in Section  5(c) below,
               each conversion shall be effected by the holder  surrendering the
               certificate(s)  for the shares of Series F Preferred  Stock to be
               converted to the Company with a Conversion  Certificate  executed
               by the  holder  for not less than  $50,000  aggregate  conversion
               amount  including  any  accrued  and unpaid  regular  and special
               dividends and accompanied,  as required by the Company, by proper
               assignment.  The date of execution of such Conversion Certificate
               and delivery by facsimile to the Company at (801)  466-3741 shall
               be defined as the "Conversion  Date." Upon conversion the Company
               shall use its  reasonable  best  efforts to deliver  certificates
               evidencing  shares of the Company's  Common Stock within five (5)
               business days of the Conversion Date.  Subject to the limitations
               in Section 5(c), in the event of a merger,  consolidation or sale
               of all or  substantially  all of the  assets of the  Company or a
               similar business  combination  involving the Company,  all of the
               shares of Series F Preferred  Stock, at the option of the holder,
               may be  converted  into the number of shares of Common Stock into
               which the shares of Series F Preferred  Stock are  convertible at
               the time of the  closing  of such  transaction.  In the event the
               Company shall fail to deliver  certificates  evidencing shares of
               the  Company's  Common  Stock  upon any  conversion  of shares of
               Series F Preferred  Stock  within five (5)  business  days of the
               Conversion   Date,   the  Company  shall  pay  the  holder  daily
               liquidated  damages  in an  amount  equal to 1% of the  principal
               amount of the shares of Series F Preferred  Stock  converted into
               Common Stock for each day beyond said five (5) business days.
                      (b) Certain Conversion Restrictions.

                                   (A) In no event  shall any Holder be entitled
               to convert any Series F Preferred Stock to the extent that, after
               such conversion,  the sum of (1) number of shares of Common Stock
               beneficially  owned by such Holder and its affiliates (other than
               the shares of Common Stock which may be deemed beneficially owned
               through the ownership of the unconverted portion of the Preferred
               Stock),  and (2) the  number of shares of Common  Stock  issuable
               upon the conversion of the Preferred  Stock with respect to which
               the  determination of this proviso is being made, would result in
               beneficial  ownership  by the Holder and its  affiliates  of more
               than 4.9% of the outstanding shares of Common Stock. For purposes
               of the immediately preceding sentence, beneficial ownership shall
               be determined in accordance  with section 13(d) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"),  except as
               otherwise  provided in clause (1) of the preceding  sentence.  To
               the  extent  that  the  limitation  contained  in this  paragraph
               applies,  the  determination of whether shares of Preferred Stock
               are  convertible  (in  relation  to other  securities  owned by a
               Holder) and of which  shares of Preferred  Stock are  convertible
               shall be in the sole discretion of the Holder, and the submission
               of shares of Preferred Stock for conversion shall be deemed to be
               the  Holder's  determination  of whether such shares of Preferred
               Stock are convertible (in relation to other  securities  owned by
               the  Holder)  and of which  portion of such  shares of  Preferred
               Stock are  convertible,  in each case  subject to such  aggregate
               percentage  limitation,  and the Company shall have no obligation
               to verify or confirm the accuracy of such determination.  Nothing
               contained  herein  shall be deemed to  restrict  the right of the
               Holder to convert shares of Preferred  Stock at such time as such
               conversion will not violate the provisions of this paragraph.

                                   (B) If on any Conversion  Date (1) the Common
               Stock is listed for trading on the Nasdaq  SmallCap Market or the
               Nasdaq  National  Market,   or  any  national  exchange  (2)  the
               Conversion Price then in effect is such that the aggregate number
               of  shares of Common  Stock  that  would  then be  issuable  upon
               conversion  in full of all then  outstanding  shares  of Series F
               Preferred Stock and as payment of dividends  thereon in shares of
               Common  Stock,  together  with any  shares  of the  Common  Stock
               previously issued upon conversion of shares of Series F Preferred
               Stock and as payment of dividends thereon,  would equal or exceed
               the  lesser  of (a) 19.9% of the  number of shares of the  Common
               Stock  outstanding  on the Original  Issue Date or (b)  2,500,000
               shares of Common  Stock (such number of shares as would not equal
               or exceed such 19.9% limit,  the "Issuable  Maximum" and any such
               Conversion  Date, the "Record  Date"),  and (3) the Company shall
               not  have  previously  obtained  the  vote of  shareholders  (the
               "Shareholder  Approval"),  if  any,  as  may be  required  by the
               applicable  rules and  regulations of The Nasdaq Stock Market (or
               any successor  entity or other exchange on which the Common Stock
               is listed or  approved  for  trading)  applicable  to approve the
               issuance  of  shares of  Common  Stock in excess of the  Issuable
               Maximum in a private placement whereby shares of Common Stock are
               deemed  to have  been  issued  at a price  that is less  than the
               greater of book or fair market  value of the Common  Stock,  then
               the Company  shall issue to the Holder so requesting a conversion
               a number of shares of Common Stock equal to the Issuable  Maximum
               and, with respect to the remainder of the aggregate  Stated Value
               of the shares of  Preferred  Stock  then held by such  Holder for
               which a conversion in accordance with the Conversion  Price would
               result in an issuance of Common  Stock in excess of the  Issuable
               Maximum (the "Excess Stated  Value"),  the Company shall,  within
               one year of the Record  Date,  use its best efforts to obtain the
               Shareholder Approval applicable to such issuance.  If the Company
               shall either (i) fail to seek such Shareholder  Approval, or (ii)
               indicate  in a notice to the  Holder  that it does not  intend to
               obtain the Shareholder Approval applicable to such issuance, then
               the  converting  Holder  shall  have the  option to  require  the
               Company  to  either  (1) if the  Company  has not  prior  thereto
               attempted  or has  attempted  to and has  failed  to  obtain  the
               Shareholder  Approval in accordance  with this  Section,  use its
               best efforts to obtain the  Shareholder  Approval  applicable  to
               such issuance as soon as is possible,  but in any event not later
               than the 90th day after such request, or (2) redeem the remaining
               shares of Preferred Stock as provided below. If the Company fails
               to pay the  Redemption  Amount in full  pursuant to this  Section
               within  seven (7) days after the date  payable,  the Company will
               pay interest  thereon at a rate of 8% per annum to the converting
               Holder,  accruing  daily  from the  Conversion  Date  until  such
               amount, plus all such interest thereon, is paid in full.

               9. Redemption. At any time after three years from the date of the
          sale of the Series F Preferred Stock, the Company shall have the right
          to call for  redemption  that  portion of the shares that are eligible
          for  conversion  at any  time  and from  time to time as  provided  in
          Paragraph 2, above, by giving notice, regardless of whether any holder
          shall  have  also  given  notice of intent  to  convert  such  shares.
          Notwithstanding  what the Market Price or the Conversion Factor may be
          at any time, the  redemption  price payable the Company shall be $0.80
          per share. After the date fixed for redemption, dividends on shares of
          Series F 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 F 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.

The remaining  provisions of the  Designation  of Rights and  Preferences of the
Series F Preferred Stock shall remain unchanged and in full force and effect.