EXHIBIT 3.7

                              BIOMUNE SYSTEMS, INC.

                      DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
          SERIES C 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 Board of Directors does hereby establish a series of the Company's
Preferred Stock designated as Series C 8% Cumulative Convertible Non-Voting
Preferred Stock and does hereby designate the rights, preferences, privileges
and other attributes of the shares of Series C 8% Cumulative Convertible
NonVoting Preferred Stock, 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 "Series C 8% Cumulative Convertible Non-Voting Preferred
Stock" (hereinafter referred to as the "Series C Preferred Stock"), consisting
of ten thousand (10,000) 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 C Preferred Stock as provided herein.

     2. Dividends.

     Subject to the rights of the holders of the Company's Series A 10%
Cumulative Convertible Preferred Stock, (the "Series A Preferred Stock"), Series
B 10% Cumulative Convertible Non-Voting Preferred Stock (the "Series B Preferred
Stock") and the Series D 8% Cumulative Convertible Non-Voting Preferred Stock
(the "Series D Preferred Stock"), the holders of shares of Series C Preferred
Stock shall be entitled to receive an annual dividend out of any of the
Company's assets legally available therefor, after the dividends due and payable
on the Series A Preferred Stock, the Series B Preferred Stock and the Series D
Preferred Stock, but 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 C Preferred Stock (or $80.00
per share of Series C Preferred Stock). Dividends will be paid either in cash or
in additional shares of Series C Preferred Stock at the discretion of the Board
of Directors to holders of record of shares of Series C 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 C Preferred Stock. Once dividends are paid on the series C Preferred
Stock, holders of shares of Series C Preferred Stock will not participate in
dividends paid to holders of Common Stock. A special dividend in the amount of
1-1/2% of the stated value of the Series C Preferred Stock will be paid in cash
if the shares of the Company's Common Stock underlying the Series C Preferred
Stock have not been registered with the Securities and Exchange Commission by
January 1, 1997. The special dividend shall be paid in cash on the 1st and 15th
day of each month that the shares of Common Stock underlying the Series C
Preferred Stock have not been registered with the Securities and Exchange
Commission, commencing with January 1, 1997. 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 C 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 C
Preferred Stock. A dividend payable in shares of Common Stock or in shares of
another class of shares junior to the Series C Preferred Stock or in shares of
another class of shares junior to the Series C Preferred Stock may, however, be
made. Dividends on the Series C Preferred Stock may, at the option of the
Company's Board of Directors, be paid in either cash or in additional shares of
Series C Preferred Stock; provided, however, that if accrued dividends on the
Series C Preferred Stock are paid in additional shares of Series C Preferred
Stock, accrued dividends paid subsequent thereto shall not be paid on shares of
Series C Preferred Stock that were previously paid as stock dividends. Holders
of Series C Preferred Stock shall not participate in excess dividends remaining
following payment of all accrued and unpaid dividends owing to holders of Series
C Preferred Stock.

     3. Liquidation Preference.

     (a) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, the holders of Series C Preferred Stock shall be
entitled to receive out of the assets of the Company available for distribution
to shareholders, after any distribution or payment is made to holders of shares
of Series A Preferred Stock, Series B Preferred Stock and Series D 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 Company ranking junior
upon liquidation to the Series C Preferred Stock, liquidation distributions in
the amount of One Thousand Dollars ($1,000) per share plus all accrued and
unpaid regular or special dividends, if any, multiplied by (a) 125% if such
liquidation occurs prior to January 1, 1997; and (b) 133% if such liquidation
occurs after January 1, 1997, before any payment is made to holders of shares of
the Company's equity securities that are junior to the Series C 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 C 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 C Preferred Stock upon liquidation, then the holders of
the Series C 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 C Preferred Stock of the
amounts set forth in subparagraph 3(a) above, the holders of Series C 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 not 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 C 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 C Preferred Stock, the Company will not (a)
authorize, create or issue any shares of any class or series ranking senior to
the Series C Preferred Stock as to liquidation rights; (b) amend, alter or
repeal by any means the Company's Articles of Incorporation if the powers,
preferences or special rights of the Series C Preferred Stock would be
materially adversely affected; or (c) become subject to any restriction on the
Series C Preferred Stock, other than restrictions arising solely under the
Nevada Private Corporations Law or existing under the Company's Articles of
Incorporation as in effect on September 1, 1996. Upon conversion of shares of
Series C Preferred Stock by holders thereof into Common Stock of the Company,
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 C Preferred Stock. The holders of shares of Series
C Preferred Stock shall have the following conversion rights:

     (a) Right to Convert. Subject to the Conversion Limitation set forth in
Section 5(c) below, each share of Series C Preferred Stock may be converted at
the holder's option at any time commencing on the 41st day after the closing of
the private placement transaction pursuant to which the Series C Preferred Stock
was issued (the "Closing") into the number of 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 the Market Price (as defined below) less
25%; provided, however, that the discount from the Market Price shall be 20% for
all shares of Series C Preferred Stock converted by the holder prior to January
1, 1997. The applicable denominator in the formula set forth in the foregoing
sentence shall be referred to herein as the "Conversion Factor". "Market Price"
shall mean the average closing bid price of the Company's Common Stock for the
three (3) NASDAQ trading days immediately proceeding the applicable Conversion
Date (as defined below), as reported by the National Association of Securities
Dealers Automated Quotation System or such other inter-dealer system as may list
the Company's Common Stock. 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 C 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) 582-2630 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. The Company shall use
reasonable best efforts to deliver to the holder certificates evidencing shares
of Series C Preferred Stock within three (3) business days of the Conversion
date or the Closing, as appropriate. 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 C
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 C 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 C 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 C Preferred Stock converted into Common Stock for each day
beyond said five (5) business days.


     (b) Conversion Limitation. Notwithstanding the conversion rights regarding
the Series C Preferred Stock set forth in Section 5(a) above, any single holder
(or affiliated holders) may not at any time hold shares of the Company's Common
Stock exceeding 4.9% of the total number of issued and outstanding shares of
Common Stock. Thus, any holder or group of affiliated holders will only be
allowed to convert shares of Series C Preferred Stock into shares of Common
Stock in an amount such that such holder's ownership of shares of Common Stock
does not exceed 4.9% of the total number of issued and outstanding shares of
Common Stock.

     (c) Mechanics of Conversion. Before any holder of Series C Preferred Stock
shall be entitled to convert the same into shares of Common Stock, such holder
shall surrender the certificate or certificates thereof, duly endorsed, at the
office of the Company or of any transfer agent for such stock with the form of
conversion certificate executed by the holder thereof, or a specified portion
thereof (as provided in the Conversion Certificate and for not less than $50,000
aggregate conversion amount including accrued and unpaid regular and special
dividends, if any) and accompanied, if required by the Company, by proper
assignment in blank, and shall give written notice to the Company 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 Company 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. 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.

     (d) Adjustments for Combinations or Subdivisions of Common Stock. In the
event the Corporation at any time or from time to time after the date on which a
share of Series C Preferred Stock was first issued shall declare or pay any
dividend on the Common Stock payable in shares of Common Stock or in any right
to acquire shares of Common Stock, or shall effect a subdivision of the
outstanding shares of Common Stock into a greater number of shares of Common
Stock (by stock split, reclassification or otherwise), or in the event the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common Stock,
then the Series C Preferred Stock conversion formula set forth in Section 5(a)
above in effect immediately prior to such event shall, concurrently with the
effectiveness of such event, be proportionately increased or decreased, as
appropriate.

     (e) Other Distributions. In the event the Company 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 securities of the Company or any of its subsidiaries, if any, then in
each such event provision shall be made so that the holders of shares of Series
C Preferred Stock shall receive, upon the conversion thereof, the securities of
the Company that they would have received had their Series C Preferred Stock
been converted into shares of Common Stock on the date of such event.

     (f) No Impairment. The Company 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 Company, 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 C Preferred Stock
against impairment. No amendment shall be made to the Company's Articles of
Incorporation that would alter or change the powers, preferences or privileges
of the shares of Series C 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 C Preferred Stock.

     (g) Certificates as to Adjustments. Upon the occurrence of each adjustment
or readjustment of the Series C Preferred Stock conversion formula pursuant to
this Section 5, the Company 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 Company's Board of Directors to
verify such computation and prepare and furnish to each holder of Series C
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 Company shall, upon the written request at any time of any holder of Series
C Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and readjustments, (ii) the
Series C Preferred stock conversion formula 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 C Preferred Stock.

     (h) Notices of Record Date. In the event of any taking by the Company 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 Company shall mail to
each holder of Series C 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.

     (i) Issue Taxes. The Company 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 C Preferred Stock pursuant hereto;
provided, however, that the Company shall not be obligated to pay any transfer
taxes resulting from any transfer requested by any holder of shares of Series C
Preferred Stock in connection with any such conversion.

     (j) Reservation of Stock Issuable Upon Conversion. The Company 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 C 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 C 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 C
Preferred Stock, the Company 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 Company's
Articles of Incorporation.

     (k) 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 C Preferred Stock. All shares of
Common Stock (including fractions thereof) issuable upon conversion of more than
one (1) share of Series C 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 Company 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.

     (l) Notices. Any notice required by the provisions of this Section 5 to be
given to the holders of shares of Series C 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 Company.

     (m) Adjustments. In case of any reorganization or any reclassification of
the capital stock of the Company, any consolidation or merger of the Company
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 C 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 C 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 Company'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 C 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 C 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 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, subject to the rights of holders of shares of Series A
Preferred Stock, Series B Preferred Stock and Series D Preferred Stock, holders
of the Series C 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 Thousand Dollars ($1,000) 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 aforesaid preferential amounts to the holders of the Series C
Preferred Stock in accordance herewith, then, subject to the rights of holders
of series A Preferred Stock, Series B 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 C 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 C 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 C Preferred Stock, such payments shall be made with
respect to the Series C Preferred Stock and holders of Common Stock by purchase
of such shares of Series C 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 the Series C 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

               (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 C 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 Company and the holders of a majority of the outstanding
     shares of Series C 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 the Series B 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 C 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 sooner 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 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 C Preferred Stock.

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

     (a) 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 Company; 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 Company or any subsidiary, if any, or

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

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

     (d) Authorize or issue, or obligate itself to issue, any other equity
security senior to the Series C 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 C Preferred Stock. The consent of the holders of a majority of
the shares of Series C Preferred Stock shall not be required if any other equity
security on parity with the Series C Preferred Stock as to dividends, redemption
rights, liquidation preferences, conversion rights, voting rights or otherwise
is to be issued. 8. No Reissuance of Series C Preferred Stock. No share or
shares of Series C Preferred Stock acquired by the Company 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 Company's
Preferred Stock.

     9. Redemption. The Company shall have the right to call for redemption up
to 66-2/3% of the total number of shares of Series C Preferred Stock initially
issued at its option at any time following the Closing. Notwithstanding what the
Market Price or the Conversion Factor may be at the time, the Company may
designate a different and lower conversion price (the "New Conversion Price")
and the call price for all shares of Series C Preferred Stock called for
redemption by the Company shall be as follows: (a) 125% of the New Conversion
Price for all shares of Series C Preferred Stock called prior to January 1,
1997; and (b) 133% of the New Conversion Price for all shares of Series C
Preferred Stock called after January 1, 1997. The Company's call option shall be
assignable, in whole or in part, and shall be exercised in writing with payment
to accompany the exercise notice or to be paid within two (2) business days
thereafter. If less than all 66-2/3% of the issued and outstanding shares of
Series C Preferred Stock are to be redeemed, the Company will select those
shares to be redeemed by lot or on a pro rata basis or by any other method
deemed by the Company's Board of Directors to be equitable (with any necessary
adjustments to avoid fractional shares). Any shares of Series C 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 C Preferred Stock. After the
date fixed for redemption, dividends on shares of Series C 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.

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