EXHIBIT 3.5

                              BIOMUNE SYSTEMS, INC.

                      DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
               SERIES D 8% CUMULATIVE CONVERTIBLE PREFERRED STOCK

     Pursuant to the authority vested in the Board of Directors of Biomune
Systems, Inc., a Nevada corporation (the "Corporation"), in its Articles of
Incorporation and as permitted by Title 7, Chapter 78 of the Nevada Revised
Statutes, the Corporation's Board of Directors does hereby establish a series of
the Corporation's Preferred Stock designated as Series D 8% Cumulative
Convertible Non-Voting Preferred Stock as follows:

     1. Designation and Number of Shares.

     A series of the Corporation's Preferred Stock is hereby established, to be
designated and known as "Series D 8% Cumulative Convertible Non-Voting Preferred
Stock" (hereinafter referred to as the "Series D Preferred Stock"), consisting
of six thousand (6,000) shares of the authorized and unissued shares of the
Corporation's Preferred Stock, $0.0001 par value per share. The Corporation
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 Corporation's Common Stock remaining
unissued and available for issuance shall not be sufficient to permit conversion
of the Series D Preferred Stock as provided herein.

     2. Dividends.

     Subject to the rights of the Corporation's Series A 10% Cumulative
Convertible Preferred Stock and the Corporation's Series B 10% Cumulative
Convertible Stock, the holders of shares of Series D Preferred Stock shall be
entitled to receive an annual dividend out of any of the Corporation's assets
legally available therefor, after the dividends due and payable on the Series A
10% Cumulative Convertible Preferred and the Series B 10 Cumulative Convertible
Preferred Stock, but prior and in preference to any declaration or payment of
any dividend on the Common Stock of the Corporation, at the rate of eight
percent (8%) per annum per share of Series D Preferred Stock. Dividends will be
paid to holders of record of shares of Series D Preferred Stock as they appear
on the books and records of the Corporation 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 Corporation. Dividends
shall be fully cumulative and shall accrue from the date of original issuance of
the Series D 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 Corporation junior to the Series D Preferred Stock for any period unless
full cumulative dividends have been paid or contemporaneously are declared and
paid or set apart for payment on the Series D Preferred Stock. Dividends on the
Series D Preferred Stock may, at the option of the Corporation's Board of
Directors prior to conversion, be paid in either cash or additional shares of
Series D Preferred Stock and upon conversion any and all dividends will be paid
in kind. Holders of Series D Preferred Stock shall not participate in excess
dividends remaining following payment of all accrued and unpaid dividends owing
to holders of Series D Preferred Stock.

     3. Liquidation Preference.

     (a) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of Series D Preferred Stock shall
be entitled to receive out of the assets of the Corporation available for
distribution to shareholders, after any distribution or payment is made to
holders of shares of the Corporation's Series A 8% Cumulative Convertible
Preferred Stock and to holders of Series B Cumulative Convertible Preferred
Stock, but before any distribution or payment is made to holders of shares of
Common Stock, or to holders of any other shares of the Corporation ranking
junior upon liquidation to the Series D Preferred stock, liquidation
distributions in the amount of One Thousand Dollars and No/100 ($1,000.00) per
share, plus all accrued and unpaid dividends, if any. If upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation shall be insufficient to make the full payment of One
Thousand Dollars and No/100 ($1,000.00) per share, plus all accrued and unpaid
dividends thereon, on the Series D Preferred Stock and similar payments on any
other class of shares ranking on a parity with the Series D Preferred Stock upon
liquidation, then the holders of the Series D Preferred Stock and of such other
shares will share ratably in any such distribution of assets of the Corporation
in proportion to the full respective distributable amounts to which they are
entitled.

     (b) After payment to the holders of the Series D Preferred Stock of the
amounts set forth in subparagraph 3(a) above, the holders of Series D Preferred
Stock will not be entitled to any further participation in any distribution or
payment by the Corporation, and the entire remaining assets and funds of the
Corporation 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 Corporation with or into any other
corporation or corporations, or a sale of all or substantially all of the assets
of the Corporation that does not involve a distribution by the Corporation of
cash or other property to the holders of shares of Common Stock, shall not be
deemed to be a liquidation, dissolution or winding up of the Corporation within
the meaning of this Section 3, but 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 D Preferred Stock shall not be entitled to voting
rights. Upon conversion of shares of Series D Preferred Stock by holders thereof
into Common Stock of the Corporation, holders (to the extent of their Common
Stock) shall be entitled to voting rights pertaining to the Common Stock
received upon such conversion.

     5. Conversion of Series D Preferred Stock. The holders of shares of the
Series D Preferred Stock shall have the following conversion rights
(collectively, the "Conversion Rights"):

     (a) Right to Convert.

     (i) Each share of Series D Preferred Stock shall be convertible commencing
after forty (40) days from the date hereof, at the option of the holder thereof,
at any time after the date of issuance of such share (except as to shares called
for redemption as to which all conversion rights shall cease upon the redemption
date unless the Corporation shall default in the payment of the redemption
price), at the office of the Corporation or any transfer agent for such stock,
into Common Stock determined by dividing $1,000.00 by an amount equal to the
Market Price less 25% provided, however, that if the Series D Preferred Stock is
converted within 90 days of the closing date, it shall be convertible by
dividing $1,000.00 by an amount equal to the lesser of (a) the Bid Price on the
closing date, or (b) the Market Price less 20% but in no event less than $1.60
per share of Common Stock so converted (the "Conversion Rate"). Accrued
dividends shall be paid in kind simultaneously with conversion.

     Market Price shall be defined as the average closing bid prices of the
Common Stock for the three (3) NASDAQ trading days immediately preceding the
applicable Conversion Date (as defined below), as reported by the National
Association of Securities Dealers Automated Quotation System or such other
interdealer quotation system as may list the Common Stock. Each conversion shall
be effected by surrendering the certificates for the Series D Preferred Stock to
be converted to the Company. The date of execution by facsimile delivery to the
Company or such certificate shall be defined as the "Conversion Date" provided
that share certificates are delivered within three (3) business days thereafter
to the Company or transfer agent.

     (b) Mechanics of Conversion. Before any holder of Series D Preferred Stock
shall be entitled to receive the same into shares of Common Stock, such holder
shall surrender the certificate or certificates thereof, duly endorsed, at the
office of the Corporation or of any transfer agent for such stock as set forth
in 5(a)(i), and shall give written notice to the Corporation at such office that
such holder elects to convert the same and shall state therein the name or names
into which such holder wishes the certificate or certificates for shares of
Common Stock to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled as aforesaid. Such conversion shall be deemed to have been made on
the date set forth in the written notice of conversion as at the Conversion
Date; or if no date of surrender of the shares of Series D Preferred Stock to be
converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.

     (c) Other Distributions. In the event the Corporation shall at any time or
from time to time make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in cash or securities of the Corporation or any of its subsidiaries, if
any, then in each such event provision shall be made so that the holders of
shares of Series D Preferred Stock shall receive, upon the conversion thereof,
the cash or securities of the Corporation that they would have received had
their Series D Preferred Stock been converted into shares of Common Stock on the
date of such event.

     (d) No Impairment. The Corporation will not, by amendment to its Articles
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out of all of the provisions of
this Section 5 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the
Series D Preferred Stock against impairment. No amendment shall be made to the
Corporation's Articles of Incorporation that would alter or change the powers,
preferences or privileges of the shares of Series D Preferred Stock so as to
affect them adversely without the vote or approval of the holders of at least a
majority of the outstanding shares of Series D Preferred Stock.

     (e) Notices of Record Date. In the event of any taking by the Corporation
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, any security or right convertible into or entitling the
holder thereof to receive additional shares of Common Stock, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Series D Preferred Stock at least ten (10) days
prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution,
security or right, and the amount and character of such dividend, distribution,
security or right.

     (f) Issue Taxes. The Corporation shall pay any and all issue and other
taxes that may be payable in respect of any issue or delivery of shares of
Common Stock upon conversion of shares of Series D Preferred Stock pursuant
hereto; provided, however, that the Corporation shall not be obligated to pay
any transfer taxes resulting from any transfer requested by any holder of shares
of Series D Preferred Stock in connection with any such conversion.

     (g) Reservation of Stock Issuable Upon Conversion. The Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of Common Stock, solely for the purpose of effecting the conversion of the
shares of Series D Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all of the
shares of issued and outstanding Series D Preferred Stock; and if at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all of the shares of issued and
outstanding Series D Preferred Stock, the Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose, including, without limitation, engaging in best
efforts to obtain the requisite shareholder approval of any necessary amendment
to the Corporation's Articles of Incorporation.

     (h) Fractional Shares. No fractional share of Common Stock or securities
representing fractional shares of Common Stock shall be issued upon the
conversion of any share or shares of Series D Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one (1) share of Series D Preferred Stock by a holder thereof shall be
aggregated for purposes of determining whether the conversion would result in
the issuance of any fractional share. If, after the aforementioned aggregation,
the conversion would result in the issuance of a fraction of a share of Common
Stock, the Corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the current
market value of such fraction on the date of conversion.

     (i) Notices. Any notice required by the provisions of this Section 5 to be
given to the holders of shares of Series D Preferred Stock shall be deemed given
if deposited in the United States mail, postage prepaid, and addressed to each
holder of record at such holder's address appearing on the books and records of
the Corporation.

     (j) Adjustments. In case of any reorganization or any reclassification of
the capital stock of the Corporation, any consolidation or merger of the
Corporation with or into another corporation or corporations, or the conveyance
of all or substantially all of the assets of the Corporation to another
corporation, each share of Series D Preferred Stock shall thereafter be
convertible into the number of shares of stock or other securities or property
(including cash) to which a holder of the number of shares of Common Stock
deliverable upon conversion of such shares of Series D Preferred Stock would
have been entitled upon the record date of (or date of, if no record date is
fixed) such reorganization, reclassification, consolidation, merger or
conveyance; and, in any case, appropriate adjustment (as determined by the
Corporation's Board of Directors) shall be made in the application of the
provisions herein set forth with respect to the rights and interests thereafter
of the holders of such Series D Preferred Stock, to the end that the provisions
set forth herein shall thereafter be applicable, as nearly as equivalent as is
practicable, in relation to any shares of stock or the securities or property
(including cash) thereafter deliverable upon the conversion of the shares of
such Series D Preferred Stock.

     (k) Certificate as to Adjustments. Upon the occurrence of each adjustment
or readjustment of the Series D Conversion Rate pursuant to this Section 5, the
Corporation, at its expense, shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and cause an independent public
accountant selected by the Corporation's Board of Directors to verify such
computation and prepare and furnish to each holder of Series D Preferred Stock a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. The Corporation
shall, upon the written request at any time of any holder of Series D Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Series D
Conversion Rate at the time in effect and (iii) the number of shares of Common
Stock that at the time would be received upon the conversion of shares of Series
D Preferred Stock.

     6. Merger or Consolidation.

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

          (i) any transaction or series of related transactions (including,
     without limitation, any reorganization, merger or consolidation) that will
     result in the Corporation'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
     Corporation, unless the Corporation's shareholders immediately prior to
     such sale will (by virtue of securities issued as consideration for the
     Corporation's sale) hold, as a result of such 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, subject to the rights of holders of Series A Preferred
Stock, and Series B Preferred Stock, holders of the Series D Preferred Stock of
record as of the date of consummation of the Sales Transaction shall be entitled
to either 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, an amount per share equal to One Thousand Dollars and No/100
($1,000.00) 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, or convert into that number of shares of Common Stock
into which such preferred shares are then convertible at the time of such
transaction. In the event the proceeds of the Sales Transaction are not
sufficient to make full payment of the aforesaid preferential amounts to the
holders of the Series D Preferred Stock in accordance herewith, then, subject to
the rights of holders of series A Preferred Stock, and Series D Preferred Stock,
the entire amount payable in respect of the proposed Sales Transaction shall be
distributed ratably among the holders of the Series D 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 D 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 shares of Common Stock then held.
Unless otherwise consented to by the holders of a majority of the outstanding
shares of Series D Preferred Stock, such payments shall be made with respect to
the Series D Preferred Stock and to holders of Common Stock by purchase of such
shares of Series D Preferred Stock and Common Stock by the surviving
corporation, entity or person, or by redemption of such shares by the
Corporation, in the discretion of the Corporation.

     (b) Any securities to be delivered to the holders of the Series D 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
          Small Cap 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

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

     (c) In the event the requirements of Section 6(a) above are not complied
with, the Corporation 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 the Series D 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 Corporation shall give each holder of record of Series D 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 Corporation shall
thereafter give such holders prompt notice of any material changes to the
impending transaction. The transaction shall in no event take place sooner than
twenty (20) days after the Corporation has given the notice provided for herein
or sooner than ten (10) days after the Corporation has given 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 D Preferred Stock.

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

          (i) Purchase, redeem or otherwise acquire (or pay into or set aside
     for a sinking fund for such purpose) any of the Common Stock of the
     Corporation; provided, however, that this restriction shall not apply to
     the repurchase of fractional shares, odd lots or shares of Common Stock
     from directors, officers, consultants or employees of the Corporation or
     any subsidiary, if any, or

          (ii) 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
     dividends, redemption rights, liquidation preferences, conversion rights,
     voting rights or otherwise, that are superior to any such preference or
     priority of the Series D Preferred Stock, or

          (iii) Increase or decrease (other than by redemption or conversion)
     the total number of authorized shares of the Corporation's Preferred Stock
     of the Corporation or the total number of shares of the Corporation's
     Preferred Stock designated as Series D Preferred Stock, or

          (iv) Authorize or issue, or obligate itself to issue, any other equity
     security senior to the Series B Preferred Stock as to dividends, redemption
     rights, liquidation preferences, conversion rights, voting rights or
     otherwise, or create any obligation or security convertible into or
     exchangeable for, or having any option or rights to purchase any such
     equity security that is senior to, the Series D Preferred Stock. The
     consent of the holders of a majority of the shares of Series D Preferred
     Stock shall not be required if any other equity security on parity with the
     Series D Preferred Stock as to dividends, redemption rights, liquidation
     preferences, conversion rights, voting rights or otherwise is to be issued.

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

     9. Redemption. Except as set forth below, the shares of Series D Preferred
Stock are not redeemable prior to April 1, 1996. On April 1, 1996, by ten (10)
days prior written notice from the Corporation, the Series D Preferred Stock may
be redeemed at the option of the Corporation at a redemption price of One
Thousand Two Hundred Seventy Dollars and No/100 ($1,270.00) per share of Series
D Preferred Stock to be redeemed, plus all accrued and unpaid dividends thereon.
If less than all of the issued and outstanding shares of Series D Preferred
Stock are to be redeemed, the Corporation will select those shares to be
redeemed by lot or on a pro rata basis or by any other method deemed by the
Corporation's Board of Directors to be equitable (with any necessary adjustments
to avoid fractional shares). Any shares of Series D Preferred Stock for which a
written notice of redemption has been given may be converted into shares of
Common Stock at any time before the close of business on the date fixed for the
redemption of such shares of Series D Preferred Stock. After the date fixed for
redemption, dividents on shares of Series D 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 Corporation shall cease unless the Corporation defaults on the payment of
the redemption price. The Series D Preferred Stock is subject to redemption at
the option of the Corporation, in whole or in part, on ten (10) days prior
written notice commencing at any time after January 1, 1997, at a redemption
price of one hundred thirty-three percent (133%) in excess of liquidation
preference, together with all accrued interest thereon.

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