BIOMUNE SYSTEMS, INC.
                              AMENDED
              DESIGNATION OF RIGHTS AND PREFERENCES
                                OF
      8% SERIES G NON-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 Section 602 of the Nevada Private Corporations
Act, as amended (the "Nevada Act"), the Company's Board of Directors does hereby
amend the  designation of rights and preferences for its series of the Company's
Preferred Stock designated as 8% Series G Non-Convertible  Non-Voting  Preferred
Stock and does hereby  designate the rights,  preferences,  privileges and other
attributes of the shares of such series 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 "8%  Series G
Non-Convertible  Non-Voting  Preferred  Stock"  (hereinafter  referred to as the
"Series G Preferred Stock"),  consisting of 750,000 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 G Preferred Stock provided herein.

     2.  Dividends.  The holders of shares of Series G Preferred  Stock shall be
entitled  to  receive  an annual  dividend  out of any of the  Company's  assets
legally  available  therefor,  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 G Preferred  Stock. The
stated  value is $1.00 per share and the  dividend  rate will be $0.80 per annum
per share of Series G Preferred  Stock. At the exclusive  option of the Company,
dividends  may be paid  either  in cash or in  additional  shares  of  Series  G
Preferred  Stock or other  securities  of the Company at the  discretion  of the
Board of Directors to holders of record of shares of Series G 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 G Preferred Stock.  Once dividends are paid on the Series
G  Preferred  Stock,  holders  of shares of Series G  Preferred  Stock  will not
participate  in  dividends  paid to holders of Common  Stock or other  series of
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
Company  that are junior to the Series G Preferred  Stock for any period  unless
full cumulative dividends have been paid ro  contemporaneously  are declared and
paid or set apart for  payment  on the  Series G  Preferred  Stock.  A  dividend
payable in shares of Common Stock or in shares of another class of shares junior
to the Series G Preferred Stock may, however, be made. Dividends on the Series G
Preferred Stock may, at the option of the Company's Board of Directors,  be paid
in either cash or in additional  shares of Series G Preferred Stock or in shares
of other securities issued by the Company;  provided,  however,  that if accrued
dividends  on the  Series G  Preferred  Stock are paid in  additional  shares of
Series G Preferred Stock, accrued dividends paid subsequent thereto shall not be
paid on shares of Series G Preferred  Stock that were  previously  paid as stock
dividends.  Holders of Series G Preferred  Stock shall not participate in excess
dividends  remaining following payment of all accrued and unpaid dividends owing
to holders of Series G 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 G Preferred
     Stock  shall be  entitled  to  receive  out of the  assets  of the  Company
     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 Company ranking junior upon liquidation to the Series G
     Preferred  Stock,  liquidation  distributions  in the  amount of One Dollar
     ($1.00) per share plus all accrued and unpaid regular or special dividends,
     if any,  before any  payment is made to holders of shares of the  Company's
     equity  securities that are junior to the Series G 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 G 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 G  Preferred  Stock upon  liquidation,
     then the holders of the Series G 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 G Preferred  Stock
     of the amounts set forth in subparagraph  3(a) above, the holders of Series
     G 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 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 G  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 G Preferred Stock, the Company
     will not (i)  authorize,  create or issue any shares of any class or series
     ranking senior to the Series G Preferred  Stock as to  liquidation  rights;
     (ii)  amend,  alter or  repeal  by any  means  the  Company's  Articles  of
     Incorporation if the powers,  preferences or special rights of the Series G
     Preferred  Stock would be materially  adversely  affected;  or (iii) become
     subject to any  restriction  on the  Series G  Preferred  Stock  other than
     restrictions  arising  solely  under the Nevada Act or  existing  under the
     Company's Articles of Incorporation as in effect on December 31, 1998.

     5. Conversion.  The Series G Preferred Stock may not be converted to Common
Stock or any other class or series of stock issued by the Company.

               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,  holders of the Series G 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 Dollar  ($1.00) 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  aforementioned  preferential  amounts to the holders of the
     Series G Preferred  Stock in  accordance  herewith,  then the entire amount
     payable in respect of the proposed Sales  Transaction  shall be distributed
     ratably among the holders of the Series G 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 G 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 G Preferred Stock, such payments shall
     be made with  respect  to the  Series G  Preferred  Stock and to holders of
     Common  Stock by purchase  of such  shares of Series G 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 Series G
     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 G 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 Company)  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 G 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  Series  G
          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 G
     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 soon 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 the 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 G Preferred Stock.

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

               (a) 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
     liquidation  preferences  that  are  superior  to any  such  preference  or
     priority of the Series G Preferred Stock; or

               (b) Increase or decrease (other than by redemption or conversion)
     the total number of authorized shares of the Series G Preferred Stock.

     8. No Reissuance of Series G Preferred  Stock. No share or shares of Series
G Preferred  Stock acquired by the Company by reason of redemption,  purchase 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 part
or all of the  shares of Series G  Preferred  Stock at any time and from time to
time, by giving  notice,  regardless of whether any holder shall have also given
notice of intent to convert  such  shares.  The  redemption  price  payable  the
Company shall be $1.15 per share at the time of the  redemption.  After the date
fixed for redemption, dividends on shares of Series G 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 G  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. At its sole option,  the Company may offset
amounts  owed the  Company  by a holder of the Series G  Preferred  Stock or any
affiliate of such a holder  against any  redemption  price  payable  against the
shares of Series G Preferred Stock owned by such holder.

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