Narrative Form of Series J Stock Certificate [FACE OF CERTIFICATE]

                         Incorporated Under The Laws of
                                     Nevada

                              BIOMUNE SYSTEMS, INC.
Number _____                                                 _________ Shares

         Series J 10% Cumulative Convertible Non-Voting Preferred Stock

                              SEE RESTRICTIVE LEGEND ON REVERSE

THIS CERTIFIES THAT  _____________  is the  recordholder of  ___________________
shares  of  Series J 10%  Cumulative  Convertible  Non-Voting  Preferred  Stock,
$0.0001 par value per share, of Biomune Systems, Inc.,  transferable only on the
Books of the  Corporation by the holder hereof in person,  or by duly authorized
attorney, on the surrender of this certificate properly endorsed.

IN  WITNESS  WHEREOF  the duly  authorized  officers  of this  Corporation  have
hereunto subscribed their names and caused the Seal to be hereto affixed at Salt
Lake City, Utah this ___ day of ______________, ____ A.D.


------------------------------             -----------------------------------
                   , Secretary                                  , President


                         Shares $0.0001 EachREVERSE SIDE OF CERTIFICATE:

   For value received,  ______ hereby sell, assign and transfer  unto___________
 ______________ shares of the Capital Stock represented by the within
Certificate,  and do hereby irrevocably constitute and appoint  ________________
to transfer  the said Stock on the books of the within  named  Corporation  with
full power of substitution in the premises.


Dated:  _______________________, ____

In presence of
  -------------------------------            -------------------------------


NOTICE: THE SIGNATURES ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE TRANSFERRED OR OTHERWISE  DISPOSED OF UNLESS THEY HAVE BEEN
REGISTERED  UNDER  THAT  ACT AND ANY  APPLICABLE  STATE  SECURITIES  LAWS OR THE
CORPORATION  RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.  THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM  REGISTRATION  UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

A FULL STATEMENT OF THE VOTING POWERS, DESIGNATIONS,  PREFERENCES,  LIMITATIONS,
RESTRICTIONS  AND  RELATIVE  RIGHTS  GRANTED TO OR IMPOSED  UPON THE  RESPECTIVE
CLASSES  AND  FOR  SERIES  OF  SHARES  OF  STOCK  OF  THE  CORPORATION  AND  THE
QUALIFICATIONS,  LIMITATIONS AND  RESTRICTIONS OF SUCH RIGHTS MAY BE OBTAINED BY
ANY SHAREHOLDER  UPON REQUEST AT THE PRINCIPAL OFFICE OF THE CORPORATION AND THE
CORPORATION  WILL  FURNISH  SUCH  SHAREHOLDER,  WITHOUT  CHARGE,  A COPY OF SUCH
STATEMENT.