EXHIBIT 3.3

                              BIOMUNE SYSTEMS, INC.

                      DESIGNATION OF RIGHTS AND PREFERENCES
                                       OF
               SERIES A 10% 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 Board of Directors does hereby establish a series of the
Corporation's Preferred Stock designated as Series A 10% Cumulative Convertible
Preferred Stock and does hereby designate the rights, preferences, privileges
and other attributes of the shares of Series A 10% Cumulative Convertible
Preferred Stock, as follows:

     1. Designation and Number of Shares.

     An initial series of the Corporation's Preferred Stock is hereby
established, to be designated and known as "Series A 10% Cumulative Convertible
Preferred Stock" (hereinafter referred to as the "Series A Preferred Stock"),
consisting of one million (1,000,000) 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 A Preferred Stock as provided herein.

     2. Dividends.

     Subject to the rights of any series of Preferred Stock that may from time
to time come into existence, the holders of shares of Series A Preferred Stock
shall be entitled to receive an annual dividend out of any of the Corporation's
assets legally available therefor, prior and in preference to any declaration or
payment of any dividend on the Common Stock of the Corporation, at the rate of
ten percent (10%) per annum ($0.50) per share of Series A Preferred Stock.
Dividends will be paid to holders of record of shares of Series A 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 A 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 A 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 A Preferred Stock.
A dividend payable in shares of Common Stock or another class of shares junior
to the Series A Preferred Stock may, however, be made. Dividends on the Series A
Preferred Stock may, at the option of the Corporation's Board of Directors, be
paid in either cash or additional shares of Series A Preferred Stock. Holders of
Series A Preferred Stock shall not participate in excess dividends remaining
following payment of all accrued and unpaid dividends owing to holders of Series
A Preferred Stock.

     3. Liquidation Preference.

     (1) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of Series A Preferred Stock shall
be entitled to receive out of the assets of the Corporation available for
distribution to shareholders, 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 A Preferred Stock,
liquidation distributions in the amount of Five Dollars and No/100 ($5.00) 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 Five
Dollars and No/100 ($5.00) per share, plus all accrued and unpaid dividends
thereon, on the Series A Preferred Stock and similar payments on any other class
of shares ranking on a parity with the Series A Preferred Stock upon
liquidation, then the holders of the Series A 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.

     (2) After payment to the holders of the Series A Preferred Stock of the
amounts set forth in subparagraph 3(a) above, the holders of Series A 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.

     (3) 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.

     (1) Except as otherwise expressly provided herein or as required by Nevada
law, the holders of Series A Preferred Stock shall be entitled to one (1) vote
for each whole share of Common Stock into which each such share of Series A
Preferred Stock may be converted at the record date for any meeting or written
consent on all matters submitted to a vote or for the consent of the
shareholders, and the holders of Series A Preferred Stock shall have voting
rights and powers equal to the voting rights and powers of the Common Stock
(except as otherwise expressly provided herein or as required by Nevada law),
and shall be entitled to notice of any shareholders' meeting in accordance with
the Bylaws of the Corporation. Fractional votes shall not, however, be permitted
and any fractional voting rights resulting from the above formula (after
aggregating all shares into which shares of Series A Preferred Stock held by
each holder could be converted) shall be rounded to the nearest whole number
(with one-half (1/2) being rounded upward).

     (2) Unless the vote or consent of the holders of a greater number of
shares shall then be required by Nevada law, so long as any shares of Series A
Preferred Stock are outstanding, the Corporation will not, (a) without the
affirmative vote or consent of the holders of at least two-thirds (2/3) of the
outstanding shares of Series A Preferred Stock, voting as a separate voting
group, amend any of the provisions of the Corporation's Articles of
Incorporation so as to adversely affect the powers, preferences or special
rights of the Series A Preferred Stock, or (b) without the affirmative vote or
consent of the holders of at least a majority of the outstanding shares of
Series A Preferred Stock, merge or consolidate with or into any other
corporation if such merger or consolidation would adversely affect the powers,
preferences or rights of the Series A Preferred Stock. Holders of shares of
Series A Preferred Stock will also have the right to vote as a separate voting
group in certain circumstances where permitted under Nevada law.

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

     (1) Right to Convert.

               (i) Each share of Series A Preferred Stock shall be convertible,
          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 such number of fully-paid and nonassessable shares of
          the Corporation's Common Stock equal to the aggregate value of the
          Series A Preferred Stock to be converted determined by multiplying the
          number of the shares of Series A Preferred Stock to be converted by
          Five Dollars and No/100 ($5.00) per share and dividing that product by
          the then-applicable Series A Conversion Price (as that term is defined
          below). The initial Series A Conversion Price shall be Five Dollars
          and No/100 ($5.00). Such initial Series A Conversion Price shall be
          adjusted as hereinafter provided (the "Series A Conversion Price").

               (ii) Upon conversion, no adjustments will be made for accrued
          dividends and, therefore, shares of Series A Preferred Stock
          surrendered for conversion during the period between the close of
          business on any dividend payment record date and the opening of
          business on the corresponding dividend payment date (except shares of
          Series A Preferred Stock called for redemption on a date during such
          period) must be accompanied by payment of an amount equal to the
          dividend payable on such shares of Series A Preferred Stock on such
          dividend payment date.

     (2) Mechanics of Conversion. Before any holder of Series A 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 Corporation or of any transfer agent for such stock, 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 (which date may be any date on or
after the date of the written notice, including, without limitation, the closing
date of any Sales Transaction (as that term is defined in Section 6(a) below)),
or if no date is specified, immediately prior to the close of business on the
date of surrender of the shares of Series A 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.

     (3) 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 A 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 A Conversion Price in effect immediately prior to such event
shall, concurrently with the effectiveness of such event, be proportionately
increased or decreased, as appropriate.

     (4) 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 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 A Preferred Stock shall receive, upon the conversion thereof, the
securities of the Corporation that they would have received had their Series A
Preferred Stock been converted into shares of Common Stock on the date of such
event.

     (5) 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 A 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 A 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 A Preferred Stock.

     (6) Certificates as to Adjustments. Upon the occurrence of each adjustment
or readjustment of the Series A Conversion Price 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 A 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 A Preferred
Stock, furnish or cause to be furnished to such holder a like certificate
setting forth (i) such adjustments and readjustments, (ii) the Series A
Conversion Price 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 Series A
Preferred Stock.

     (7) 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 A 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.

     (8) 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 A 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 A Preferred Stock in connection with any such conversion.

     (9) 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 A 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 A 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 A 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.

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

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

     (12) 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 A 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 A 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 A 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 A Preferred Stock.

     6. Merger or Consolidation.

     (1) 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, as a result of such sale, hold (by virtue of
          securities issued as consideration for the Corporation'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 any series of Preferred Stock that
may from time to time come into existence, holders of the Series A 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, an amount per share equal to Five Dollars and No/100 ($5.00)
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. 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 A Preferred Stock in accordance herewith, then, subject to
the rights of any series of Preferred Stock that may from time to time come into
existence, the entire amount payable in respect of the proposed Sales
Transaction shall be distributed ratably among the holders of the Series A
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 A 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 by them. Unless otherwise consented to by the holders of a
majority of the outstanding shares of Series A Preferred Stock, such payments
shall be made with respect to the Series A Preferred Stock and holders of Common
Stock by purchase of such shares of Series A 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.

     (2) Any securities to be delivered to the holders of the Series A
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
          National Market System, 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 Corporation's
          Board of Directors and the holders of a majority of the outstanding
          shares of Series A 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) shall be to make an appropriate discount from the market
     value determined as above in (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 A Preferred Stock.

     (3) In the event the requirements of Section 6(a) 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 A 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.

     (4) The Corporation shall give each holder of record of Series A 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. 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 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 A
Preferred Stock.

     7. Restrictions and Limitations. So long as any shares of Series A
Preferred Stock remain outstanding, the Corporation shall not, without the vote
or written consent by the holders of not less than a majority of the outstanding
shares of Series A Preferred Stock:

          (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, pursuant to agreements approved by the
     Corporation's Board of Directors under which the Corporation has a right of
     first refusal with respect to such shares or the option to repurchase such
     shares upon the occurrence of certain events, including termination of
     employment or services, 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 or redemption rights, liquidation preferences, conversion rights,
     voting rights or otherwise, superior to, or on a parity with, any such
     preference or priority of the Series A Preferred Stock, or

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

          (iv) Authorize or issue, or obligate itself to issue, any other equity
     security senior to or on a parity with the Series A Preferred Stock as to
     dividends or 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 rights to
     purchase, any such equity security that is senior to, or on a parity with,
     the Series A Preferred Stock.

     8. No Reissuance of Series A Preferred Stock. No share or shares of
Series A 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 Preferred Stock.

     9. Redemption. Except as set forth below, the shares of Series A Preferred
Stock are not redeemable prior to January 1, 1996. Commencing on January 1,
1996, the Series A Preferred Stock may be redeemed at the option of the
Corporation at a redemption price of Five Dollars and No/100 ($5.00) per share
of Series A Preferred Stock plus all accrued and unpaid dividends, if any, by
the Corporation providing written notice of such redemption to the holders of
the shares of Series A Preferred Stock that are to be redeemed. If less than all
of the issued and outstanding shares of Series A 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 A 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 A Preferred Stock. After the date fixed for redemption,
dividends on shares of Series A Preferred Stock called for redemption shall
cease to accrue, such shares shall no longer be deemed to be outstanding and all
rights of the holders thereof as shareholders of the Corporation shall cease
unless the Corporation defaults on payment of the redemption price.