CERTIFICATE AND STATEMENT OF DETERMINATION OF
          RIGHTS AND PREFERENCES OF SERIES F 8% CUMULATIVE 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 Series F 8% Cumulative  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 4th day of
February, 1998.

                                     BIOMUNE SYSTEMS, INC., a Nevada corporation


                                       By: /s/ David G. Derrick
                                       ---------------------------------------
                                       David G. Derrick, Chief Executive Officer


                                       By: /s/ Christopher D. Illick
                                       ---------------------------------------
                                       Christopher D. Illick, Secretary


Attested and Verified:

/s/ Christopher D. Illick
------------------------------
Christopher D. Illick, Secretary





<PAGE>




STATE OF UTAH       )
                         :ss
COUNTY OF Salt Lake )

     On the 4th day of February  1998,  David G. Derrick,  who, being by me duly
sworn, did say that he is the 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 S. MacKay
------------------------------------------
NOTARY PUBLIC

My Commission Expires: 10/16/99



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

     On the 4th day of February 1998,  Christopher  D. Illick,  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/ Myrna Karger
------------------------------------------
NOTARY PUBLIC

My Commission Expires: Jan. 31, 1999


<PAGE>




                                    EXHIBIT A

               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 shares of the Company's  Common Stock determined
                           by  dividing  $1,000  plus  any  accrued  and  unpaid
                           regular or special  dividends  by an amount  equal to
                           $.20. The  applicable  denominator in the formula set
                           forth in the foregoing  sentence shall be referred to
                           herein as the  "Conversion  Factor."  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  4.99%  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


<PAGE>




                           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.  The  provisions  of this  Section  may be
                           waived by a Holder  (but only as to itself and not to
                           any other  Holder)  upon not less than 75 days  prior
                           notice to the  Company  (in which  case,  the  Holder
                           shall  make  such   filings   with  the   Commission,
                           including  under Rule 13D or 13G, as are  required by
                           applicable  law),  and the provisions of this Section
                           shall  continue  to  apply  until  such  75th day (or
                           later,  if stated in the  notice  of  waiver).  Other
                           Holders shall be unaffected by any such waiver.

                                    (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 (C) 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.


<PAGE>



                  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.