Exhibit 3.1


                           CERTIFICATE OF DESIGNATION
                           --------------------------

                                       OF
                                       --

                            SERIES I PREFERRED STOCK
                            ------------------------

                                       OF
                                       --

                       PROTEIN POLYMER TECHNOLOGIES, INC.
                       ----------------------------------

                            (Pursuant to Section 151)

            The undersigned, J. Thomas Parmeter and Janis Y. Neves, the
President and Assistant Secretary, respectively, of PROTEIN POLYMER
TECHNOLOGIES, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Company"), do hereby
certify, in the name of and on behalf of the Company, and as its corporate act,
that in accordance with the Company's Bylaws, at a meeting of the Board of
Directors of the Company held on March 7, 2003, the Board adopted the following
preamble and resolution:

            Whereas the Certificate of Incorporation of the Company provides for
a class of shares of stock designated "Preferred Stock," issuable from time to
time in one or more series, and vests in the Board of Directors of the Company
the authority to fix the designations and the powers, preferences and rights,
and the qualifications, limitations or restrictions thereof, and to fix the
number of shares constituting any such series:

            NOW,  THEREFORE, BE IT

            RESOLVED that there shall be a series of Preferred Stock of the
Company to be designated as follows and that the powers, preferences and
relative, participating, optional or other rights of the shares of such series
of Preferred Stock and the qualifications, limitations and restrictions thereof
shall be as follows:

            Section 1. Designation. There is hereby provided a series of
Preferred Stock designated the Series I Convertible Preferred Stock (the "Series
I Preferred Stock").

            Section 2. Number. The number of shares constituting the Series I
Preferred Stock is fixed at one hundred thousand (100,000) shares.


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            Section 3. Definitions. For purposes of this Certificate of
Designation the following definitions shall apply:

            "Board" shall mean the Board of Directors of the Company.

            "Commitment Date" shall mean the date immediately prior to the date
of original issuance of the Series I Preferred Stock.

            "Common Stock" shall mean the Common Stock, par value $0.01, of the
Company.

            "Common Stock Value" shall mean, as of any given date, (i) if the
Common Stock is traded on a national securities exchange, or is designated as a
National Market System security on NASDAQ, the average of the closing prices
thereof as reported on such exchange or NASDAQ-NMS, as the case may be, during
the 20 consecutive trading days preceding the trading day immediately prior to
such date, or, if no sale occurred on any such trading day, then the mean
between the closing bid and asked prices on such exchange or NASDAQ-NMS on such
trading day, (ii) if the Common Stock is actively traded over-the-counter (other
than NASDAQ-NMS), the arithmetic average (for 20 consecutive trading days) of
the mean between the low bid and high asked prices as of the close of business
during the 20 consecutive trading days preceding the trading day immediately
prior to such date, as reported by the National Association of Securities
Dealers Automated Quotation system or other source, (iii) if the Common Stock is
not traded on an exchange, NASDAQ-NMS, or traded over-the-counter, the fair
market value thereof, shall be determined in good faith mutually by the Board,
and the holders of a Majority of the Series I Preferred Stock, provided that if
they are unable to reach agreement on any valuation matter, such valuation shall
be submitted to and determined by a nationally recognized independent investment
banking firm selected by the Board and the holders of a Majority of the Series I
Preferred Stock (or, if such selection cannot be made, by a nationally
recognized independent investment banking firm selected by the American
Arbitration Association in accordance with its commercial arbitration rules).

            "Junior Stock" shall mean the Common Stock, the Series D Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred
Stock and Series H Preferred Stock, and all other shares of the Company, whether
presently outstanding or hereafter issued.

            "Majority of the Series I Preferred Stock" shall mean more than 50%
of the outstanding Series I Preferred Stock.

            "Series D Preferred Stock" shall mean the Company's Series D 10%
Cumulative Convertible Preferred Stock.


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            "Series E Preferred Stock" shall mean the Company's Series E
Convertible Preferred Stock.

            "Series F Preferred Stock" shall mean the Company's Series F 10%
Cumulative Convertible Preferred Stock.

            "Series G Preferred Stock" shall mean the Company's Series G
Convertible Preferred Stock.

            "Series H Preferred Stock" shall mean the Company's Series H
Convertible Preferred Stock.

            "Subsidiary" shall mean any corporation a majority of the Voting
Stock of which is, at the time as of which any determination is being made,
owned by the Company either directly or through one or more Subsidiaries.

            "Voting Stock" shall mean any shares having general voting power in
electing the Board of Directors (irrespective of whether or not at the time
stock of any other class or classes has or might have voting power by reason or
the happening of any contingency). The Common Stock, the Series G Preferred
Stock and Series I Preferred Stock are Voting Stock and the Series D Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock and Series H Preferred
Stock are not Voting Stock.

            Section 4. Dividends. The holders of the then outstanding Series I
Preferred Stock shall be entitled to receive dividends (other than a dividend
paid solely in Common Stock), when and as declared by the Board, out of any
funds legally available therefor, provided, however, that no such dividends
shall be declared or paid on the Series I Preferred Stock until the preferential
cumulative dividends on the Series D Preferred Stock and the Series F Preferred
Stock shall have been first fully paid or declared and set apart. If the Board
shall elect to declare such dividends, such dividends shall be declared in equal
amounts per share on all shares of Series D Preferred Stock, Series E Preferred
Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred
Stock, Series I Preferred Stock and Common Stock, but with each share of Series
D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G
Preferred Stock, Series H Preferred Stock and Series I Preferred Stock being
entitled to dividends based upon the number of shares of Common Stock into which
such share of Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock or Series I
Preferred Stock could be converted at the record date for the determination of
stockholders entitled to receive such dividend or, if no such record date is
established, on the date such dividend is declared.


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<PAGE>


            Section 5. Liquidation Rights of Series I Preferred Stock.



                   (a) First Preference. Subject to the conversion rights set
forth in Section 9 hereof, in the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of the
Series I Preferred Stock then outstanding shall be entitled to be paid out of
the assets of the Company available for distribution to its stockholders,
whether such assets are capital, surplus or earnings, before any payment or
declaration and setting apart for payment of any amount shall be made in respect
of the Junior Stock, an amount equal to one hundred dollars ($100.00) per share
(appropriately adjusted for subdivisions or combinations of the Series I
Preferred Stock) plus an amount equal to all declared and unpaid dividends
thereon, and no more. If upon any liquidation, dissolution, or winding up of the
Company, whether voluntary or involuntary, the assets to be distributed to the
holders of the Series I Preferred Stock shall be insufficient to permit the
payment to such stockholders of the full preferential amounts aforesaid, then
all of the assets of the Company to be distributed shall be distributed ratably
to the holders of the Series I Preferred Stock on the basis of the number of
shares of Series I Preferred Stock held.

                   (b) Second Preference. After the payment or distribution
required by Section 5(a) above is paid or set apart, in the event of any
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, the holders of the Series D Preferred Stock then outstanding shall
be entitled to be paid out of the assets of the Company available for
distribution to its stockholders, whether such assets are capital, surplus or
earnings, before any payment or declaration and setting apart for payment of any
amount shall be made in respect of the Series E Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, or Common
Stock, an amount equal to one hundred dollars ($100.00) per share (appropriately
adjusted for subdivisions or combinations of the Series D Preferred Stock) plus
an amount equal to any accrued and unpaid dividends thereon, whether or not
earned or declared, to and including the date full payment shall be tendered to
the holders of the Series D Preferred Stock with respect to such liquidation,
dissolution or winding up, and no more. If upon any liquidation, dissolution, or
winding up of the Company, whether voluntary or involuntary, after the payment
or distribution required by Section 5(a) above is paid or set apart, the assets
to be distributed to the holders of the Series D Preferred Stock, shall be
insufficient to permit the payment to such stockholders of the full preferential
amounts aforesaid, then all of the remaining assets of the Company to be
distributed shall be distributed ratably to the holders of the Series D
Preferred Stock, on the basis of the number of shares of Series D Preferred
Stock held.

                   (c) Third Preference. After the payments or distributions
required by Sections 5(a) and 5(b) above are paid or set apart, in the event of
any liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, the holders of the Series E Preferred Stock, Series F Preferred
Stock and Series H Preferred Stock outstanding shall be entitled to be paid out
of the assets of the Company


                                      -4-
<PAGE>


available for distribution to its stockholders whether such assets are capital,
surplus or earnings, before any payment or declaration and setting apart for
payment of any amount shall be made in respect of the Series G Preferred Stock
or Common Stock, an amount equal to one hundred dollars ($100.00) per share of
Series E Preferred Stock, an amount equal to one hundred dollars ($100.00) per
share of Series F Preferred Stock and an amount equal to one hundred dollars
($100.00) per share of Series H Preferred Stock (each appropriately adjusted for
subdivisions or combinations of the Series E Preferred Stock, Series F Preferred
Stock or Series H Preferred Stock, as applicable), then after such preference is
paid with respect to the Series E Preferred Stock, Series F Preferred Stock and
Series H Preferred Stock, in the case of the Series E Preferred Stock an amount
equal to any declared and unpaid dividends thereon and in the case of the Series
F Preferred Stock an amount equal to any accrued and unpaid dividends thereon,
whether or not earned or declared, to and including the date full payment shall
be tendered to the holders of the Series F Preferred Stock with respect to such
liquidation, dissolution or winding up, and in the case of the Series H
Preferred Stock an amount equal to any declared and unpaid dividends thereon,
and no more. If upon any liquidation, dissolution, or winding up of the Company,
whether voluntary or involuntary, after the distribution of any preference
required by Sections 5(a) and 5(b) above is paid or set apart, the assets to be
distributed to the holders of the Series E Preferred Stock, the Series F
Preferred Stock and Series H Preferred Stock shall be insufficient to permit the
payment to such stockholders of the full preferential amounts aforesaid, then
all of the remaining assets of the Company to be distributed shall be
distributed among the holders of the Series E Preferred Stock, the Series F
Preferred Stock and Series H Preferred Stock ratably in accordance with their
respective liquidation preferences.

                   (d) Fourth Preference. After the payments or distributions
required by Section 5(a), 5(b), and 5(c) above are paid or set apart, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of the Series G Preferred Stock
outstanding shall be entitled to be paid out of the assets of the Company
available for distribution to its stockholders, whether such assets are capital,
surplus or earnings, before any payment or declaration and setting apart for
payment of any amount shall be made in respect of the Common Stock, an amount
equal to one hundred dollars ($100.00) per share of Series G Preferred Stock
(appropriately adjusted for subdivisions or combinations of the Series G
Preferred Stock) plus an amount equal to all declared and unpaid dividends
thereon, and no more. If upon any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, after the distribution of any
preference required by Section 5(a), 5(b), and 5(c) is paid or set apart, the
assets to be distributed to the holders of the Series G Preferred Stock shall be
insufficient to permit the payment to such stockholders of the full preferential
amounts aforesaid, then all of the remaining assets of the Company to be
distributed shall be distributed ratably to the holders of the Series G
Preferred Stock on the basis of the number of shares of Series G Preferred Stock
held.


                                      -5-
<PAGE>


                   (e) Remaining Assets. Upon the completion of the distribution
required by Sections 5(a), 5(b), 5(c), and 5(d) above and subject to any other
distribution that may be required with respect to other series of Preferred
Stock that may from time to time come into existence, all shares of Series I
Preferred Stock, and all shares of Common Stock shall be entitled, out of the
remaining assets of the Company available for distribution to stockholders, to
participate ratably, in such distribution; based on the number of shares of
Common Stock held by each such holder, assuming conversion of all shares of
Series I Preferred Stock in accordance with the terms hereof.

            Section 6.  Merger, Consolidation.

                   (a) At any time, in the event of:

                              (1) any consolidation or merger of the Company
with or into any other corporation or other entity or person (other than a
merger of a wholly owned subsidiary into the Company), or

                              (2) a sale or other disposition of all or
substantially all of the assets of the Company, then

                              any payments or distributions to the stockholders
of the Company shall be made in accordance with Section 5 hereof.

                   (b) Any securities or other property to be delivered to the
holders of the Series I Preferred Stock pursuant to Section 6(a) hereof shall be
valued as follows:

                              (1) Securities not subject to investment letter or
other similar restrictions on free marketability:

                                  (A) If traded on a securities exchange, the
value shall be deemed to be the average of the closing prices of the securities
on such exchange over the 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 prices over the
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 and the holders of a Majority of the Series I Preferred Stock.

                              (2) The method of valuation of securities subject
to investment letter or other restrictions on free marketability shall be to
make appropriate discount from the market value determined as above in paragraph
(1)(A), (B)


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<PAGE>


or (C) to reflect the approximate fair market value thereof, as mutually
determined by the Company and the holders of a Majority of the Series I
Preferred Stock.

                                  (3) All other securities or other property
shall be valued at the fair market value thereof, as mutually determined by the
Company and the holders of a Majority of the Series I Preferred Stock.

                                  (4) If the holders of a Majority of the Series
I Preferred Stock and the Company are unable to reach agreement on any valuation
matter, such valuation shall be submitted to and determined by a nationally
recognized independent investment banking firm selected by the Board and the
holders of a Majority of the Series I Preferred Stock (or, if such selection
cannot be made, by a nationally recognized independent investment banking firm
selected by the American Arbitration Association in accordance with its rules).

                   (c) In the event the requirements of Section 6(a) hereof are
not complied with, the Company shall forthwith either:

                                  (1) Cause such closing to be postponed until
such time as the requirements of this Section 6 have been complied with; or

                                  (2) Cancel such transaction, in which event
the rights, preferences and privileges of the holders of the Series I 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) hereof.

                   (d) The Company shall give each holder of record of Series I
Preferred Stock written notice of such impending transaction not later than
thirty (30) days prior to the shareholders' meeting called to approve such
transaction, or thirty (30) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices 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. The transaction shall in no event take place sooner
than thirty (30) days after the Company has given the first notice provided for
herein or sooner than ten (10) days after the Company 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 Series
I Preferred Stock.

                   (e) The provisions of this Section 6 are in addition to the
protective provisions of Section 10 hereof.

            Section 7. Redemption. The Company shall not have the right to
purchase, call, redeem or otherwise acquire for value any or all of the Series I
Preferred Stock.


                                      -7-
<PAGE>


            Section 8. Voting Rights. In addition to voting rights pursuant to
Section 10 hereof and as may otherwise be required by law, the Series I
Preferred Stock shall be Voting Stock with one vote for each whole share of
Common Stock into which such Series I Preferred Stock could be converted on the
record date for any such vote.

            Section 9. Conversion. The holders of Series I Preferred Stock shall
have the following conversion rights:

                   (a) Right to Convert. Each share of Series I Preferred Stock
shall be convertible, at any time at the option of the holder thereof, into
fully paid and nonassessable shares of Common Stock.

                   (b) Conversion Price. The Series I Preferred Stock shall be
convertible into the number of shares of Common Stock which results from
dividing the Conversion Price (as hereinafter defined) in effect at the time of
conversion into $100.00 (appropriately adjusted for subdivisions or combinations
of the Series I Preferred Stock) for each share of Series I Preferred Stock
being converted. The Conversion Price shall, subject to adjustment from time to
time as provided below, be $0.55 (appropriately adjusted for subdivisions and
combinations of shares of Common Stock and dividends on Common Stock payable in
shares of Common Stock) (the "Conversion Price").

                   (c) Mechanics of Conversion. Each holder of Series I
Preferred Stock who desires to convert the same into shares of Common Stock
shall surrender the certificate or certificates therefor, duly endorsed, at the
office of the Company or of any transfer agent for the Series I Preferred Stock
or Common Stock, and shall give written notice to the Company at such office
that such holder elects to convert the same and shall state therein the number
of shares of Series I Preferred Stock being converted. Thereupon the Company
shall promptly issue and deliver to such holder a certificate or certificates
for the number of shares of Common Stock to which such holder is entitled. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender (the "Surrender Date") of the certificate
representing the shares of Series I Preferred Stock to be converted, and the
person entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of such shares
of Common Stock on the Surrender Date.

                   (d) Adjustment for Certain Dilutive Issuances.

                              (1) If the Company at any time or from time to
time after the Commitment Date issues Additional Stock (as defined below)
without consideration or for a consideration per share less than the Conversion
Price then in effect immediately prior to such issuance, then and in such event,
the Conversion Price shall be reduced, concurrently with such issuance, to a
price (calculated to the nearest cent) determined by multiplying the Conversion
Price by a fraction, (x) the numerator of which shall be the sum of (A) the
number of shares of Common Stock outstanding immediately


                                      -8-
<PAGE>


prior to such issuance plus (B) the number of shares of Common Stock which the
aggregate consideration received by the Company for the total number of shares
of Additional Stock so issued would purchase at the Conversion Price in effect
immediately prior to such issuance, and (y) the denominator of which shall be
the number of shares of Common Stock outstanding immediately after such
issuance. For the purpose of the above calculation, the number of shares of
Common Stock outstanding immediately prior to such issuance shall be calculated
as if all shares of Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I
Preferred Stock, and all warrants and all other securities which are
convertible, exercisable or exchangeable for shares of Common Stock, had been
fully converted into, exercised for or exchanged for shares of Common Stock as
of such date.

                              (2) For the purposes of this Section 9(d),
"Additional Stock" shall mean all shares of Common Stock issued by the Company
after the Commitment Date, other than:

                                  (A) shares of Common Stock (adjusted
appropriately for stock dividends, splits, combinations and similar
transactions) issued or issuable pursuant to the Company's 1989 Stock Option
Plan, 1992 Stock Option Plan, 1996 Non-Employee Directors' Stock Option Plan,
2002 Stock Option Plan, and Employee Stock Purchase Plan;

                                  (B) shares of Common Stock (adjusted
appropriately for stock dividends, splits, combinations and similar
transactions) issued or issuable to officers, directors or employees of, or
consultants to, the Company pursuant to stock option or stock purchase plans,
restricted stock plans or agreements on terms approved by the Board of
Directors, not to exceed five percent (5%) of the number of shares of Common
Stock outstanding;

                                  (C) shares of Common Stock (adjusted
appropriately for stock dividends, splits, combinations and similar
transactions) issued or issuable upon conversion of shares of Series D Preferred
Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred
Stock, Series H Preferred Stock, Series I Preferred Stock, Series X Junior
Participating Preferred Stock;

                                  (D) shares of Common Stock (adjusted
appropriately for stock dividends, splits, combinations and similar
transactions) issued or issuable upon exercise of options or warrants
outstanding on or before February 28, 2003; or

                                  (E) capital stock, or options or warrants to
purchase capital stock, issued to strategic or corporate partners of the
Company, or to financial institutions or lessors in connection with commercial
credit arrangements, equipment financings or similar transactions which, in each
case, have been approved by the Board of Directors.


                                      -9-
<PAGE>


                   (e) Adjustment for Stock Splits and Combinations. If the
Company at any time or from time to time after the Commitment Date effects a
subdivision of the outstanding Common Stock, the Conversion Price then in effect
immediately before that subdivision shall be proportionately decreased, and
conversely, if the Company at any time or from time to time after the Commitment
Date combines the outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price then in effect immediately before the combination
shall be proportionately increased. Any adjustment under this subsection (e)
shall become effective at the close of business on the date the subdivision or
combination becomes effective.

                   (f) Adjustment for Certain Dividends and Distributions. If
the Company at any time or from time to time after the Commitment Date makes, or
fixes a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Conversion Price then in effect shall be
decreased as of the time of such issuance or, in the event such record date is
fixed, as of the close of business on such record date, by multiplying the
Conversion Price then in effect by a fraction (1) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution; provided, however, that if
such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Conversion Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Conversion Price shall be adjusted pursuant to this
subsection (f) as of the time of actual payment of such dividends or
distributions.

                   (g) Adjustments for Other Dividends and Distributions. In the
event the Company at any time or from time to time after the Commitment Date
makes, or fixes 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 other than shares of Common Stock, then and in each such event
provision shall be made so that the holders of Series I Preferred Stock shall
receive upon conversion thereof, in addition to the number of shares of Common
Stock receivable thereupon, the amount of securities of the Company which they
would have received had their Series I Preferred Stock been converted into
Common Stock on the date of such event and had they thereafter, during the
period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period,
subject to all other adjustments called for during such period under this
Section 9 with respect to the rights of the holders of the Series I Preferred
Stock.


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<PAGE>


                   (h) Adjustment for Reclassification, Exchange and
Substitution. In the event that at any time or from time to time after the
Commitment Date, the Common Stock issuable upon the conversion of the Series I
Preferred Stock is changed into the same or a different number of shares of any
class or classes of stock, whether by recapitalization, reorganization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend provided for elsewhere in this Section 9), then and in any
such event, as a condition of such recapitalization, reorganization,
reclassification or other change, provision shall be made so that each holder of
Series I Preferred Stock shall have the right thereafter to convert such stock
into the kind and amount of stock and other securities and property receivable
upon such recapitalization, reorganization, reclassification or other change, by
holders of the maximum number of shares of Common Stock into which such shares
of Series I Preferred Stock could have been converted immediately prior to such
recapitalization, reorganization, reclassification or change, all subject to
further adjustment as provided herein.

                   (i) Certificate of Adjustment. In each case of an adjustment
or readjustment of the Conversion Price or the number of shares of Common Stock
or other securities issuable upon conversion of the Series I Preferred Stock,
the Company shall cause its chief financial officer to compute such adjustment
or readjustment in accordance with the provisions hereof and prepare a
certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to each registered holder of
the Series I Preferred Stock at the holder's address as shown in the Company's
books. The certificate shall set forth such adjustment or readjustment, showing
in reasonable detail the facts upon which such adjustment or readjustment is
based.

                   (j) Notices of Record Date. In the event of (i) 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, or (ii) any capital reorganization of the
Company, any reclassification or recapitalization of the capital stock of the
Company, any merger or consolidation of the Company with or into any other
corporation (other than a merger of a wholly owned subsidiary into the Company),
or any transfer of all or substantially all of the assets of the Company to any
other person or any voluntary or involuntary dissolution, liquidation or winding
up of the Company, the Company shall mail to each holder of Series I Preferred
Stock at least thirty (30) days prior to the record date specified therein, a
notice specifying (1) the date on which any such record is to be taken for the
purpose of such dividend or distribution and a description of such dividend or
distribution, (2) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up is
expected to become effective, and (3) the date, if any, that is to be fixed, as
to when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other


                                      -11-
<PAGE>


securities) for securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation or winding up.

                   (k) Automatic Conversion.

                              (1) Each share of Series I Preferred Stock shall
automatically be converted into shares of Common Stock based on the then
effective Conversion Price (A) immediately upon the closing after the Commitment
Date of an underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended, covering the offering
and sale of Common Stock for the account of the Company in which the public
offering price equals or exceeds $3.00 per share of Common Stock (appropriately
adjusted for subdivisions and combinations of shares of Common Stock and
dividends on Common Stock payable in shares of Common Stock), the minimum
offering is for at least $10 million and the obligation of the underwriters with
respect to which is that if any of the securities being offered are purchased,
all such securities must be purchased, or (B) upon the receipt by the Company of
a written notice from the holders that the number of shares of the Series I
Preferred Stock representing more than 50% of the outstanding Series I Preferred
Stock electing unconditionally to convert such shares of Series I Preferred
Stock.

                              (2) Upon the occurrence of any of the events
specified in paragraph (1) above the outstanding shares of Series I Preferred
Stock shall be converted automatically without any further action by the holders
of such shares and whether or not the certificates representing such shares are
surrendered to the Company or its transfer agent; provided, however, that the
Company (i) shall notify all the holders of Series I Preferred Stock that were
not a party to the written notice specified in paragraph (1) above that their
shares will be automatically converted, and (ii) shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such conversion
unless the certificates evidencing such shares of Series I Preferred Stock are
either delivered to the Company or its transfer agent as provided below, or the
holder notifies the Company or its transfer agent that such certificates have
been lost, stolen or destroyed and executes an agreement satisfactory to the
Company to indemnify the Company from any loss incurred by it in connection with
such certificates. Upon the occurrence of such automatic conversion of the
Series I Preferred Stock, the holders of Series I Preferred Stock shall
surrender the certificates representing such shares at the office of the Company
or any transfer agent for the Series I Preferred Stock or Common Stock.
Thereupon, there shall be issued and delivered to such holder promptly at such
office and in its name as shown on such surrendered certificate or certificates,
a certificate or certificates for the number of shares of Common Stock into
which the shares of Series I Preferred Stock surrendered were convertible on the
date on which such automatic conversion occurred.

                   (l) Fractional Shares. No fractional shares of Common Stock
shall be issued upon conversion of Series I Preferred Stock. In lieu of any
fractional


                                      -12-
<PAGE>


share to which the holder would otherwise be entitled, the Company shall pay
cash equal to the product of such fraction multiplied by the Common Stock Value
on the date of conversion.

                   (m) 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 the Series I Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series I 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 then outstanding shares of the
Series I 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, and may obtain agreements from a certain number of its holders of
securities convertible into or exchangeable for shares of Common Stock not to
convert or exchange their securities until the Company has taken such corporate
action.

                   (n) Notices. Any notice required or permitted by this Section
9 or any other provision of this Certificate of Designation to be given to a
holder of Series I Preferred Stock or to the Company shall be in writing and be
deemed given upon the earlier of actual receipt or three (3) days after the same
has been deposited in the United States mail, by certified or registered mail,
return receipt requested, postage prepaid, and addressed (i) to each holder of
record at the address of such holder appearing on the books of the Company, or
(ii) to the Company at 10655 Sorrento Valley Road, San Diego, California 92121,
or (iii) to the Company or any holder, at any other address specified in a
written notice given to the other for the giving of notice.

                   (o) Payment of Taxes. The Company will pay all taxes (other
than taxes based upon income) and other governmental charges that may be imposed
with respect to the issue or delivery of shares of Common Stock upon conversion
of shares of Series I Preferred Stock, including without limitation any tax or
other charge imposed in connection with any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that in which the shares
of Series I Preferred Stock so converted were registered.

                   (p) No Dilution or Impairment. The Company shall not amend
its Certificate of Incorporation or participate in any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, for the purpose of avoiding or seeking 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 carrying
out all such action as may be reasonably necessary or appropriate in order to
protect the conversion rights of the holders of the Series I Preferred Stock
against dilution or other impairment.


                                      -13-
<PAGE>


                   (q) Validity of Conversion Shares. The Company agrees that it
will from time to time take all such actions as may be necessary to ensure that
all shares of Common Stock which may be issued upon conversion of any share of
Series I Preferred Stock will, upon issuance, be legally and validly issued,
fully paid and nonassessable and free from all liens and charges with respect to
the issue thereof (other than liens imposed by the holders of such shares); and,
without limiting the generality of the foregoing, the Company agrees that it
will from time to time take all such action as may be necessary to assure that
the par value per share, if any, of the Common Stock is at all times equal to or
less than that which would be required to maintain the status of the Common
Stock as fully paid without additional payment from the holders of the Series I
Preferred Stock.

            Section 10. Restrictions and Limitations. So long as any shares of
Series I Preferred Stock remain outstanding, the Company shall not, and shall
not permit any Subsidiary to, without the vote or written consent by the holders
of at least a Majority of the Series I Preferred Stock:

                   (a) Increase or decrease the aggregate number of authorized
shares of Series I Preferred Stock;

                   (b) Increase or decrease the par value of the Series I
Preferred Stock;

                   (c) Alter or change the powers, preferences or special rights
of the Series I Preferred Stock so as to affect them adversely; or

                   (d) Authorize, create or issue any new class or series of
capital stock or any other securities convertible into equity securities of the
Company (other than Common Stock) having a preference over, or being on a parity
with, the Series I Preferred Stock with respect to voting, dividends,
redemption, liquidation or dissolution of the Company, other than the Series D
Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G
Preferred Stock and Series H Preferred Stock outstanding on the date hereof.

            Section 11. No Reissuance of Series I Preferred Stock. No share or
shares of Series I Preferred Stock acquired by the Company by reason of
redemption, purchase, conversion or otherwise shall be reissued, and all such
shares shall be canceled, retired and shall thereafter revert to authorized but
unissued blank check preferred stock of the Company.


                           [SIGNATURE PAGE TO FOLLOW]


                                      -14-
<PAGE>


            IN WITNESS WHEREOF, Protein Polymer Technologies, Inc. has caused
this Certificate to be signed and attested by its duly authorized officers this
20th day of March, 2003.


                              PROTEIN POLYMER TECHNOLOGIES, INC.



                              By:    /s/ J. Thomas Parmeter
                                   -------------------------------
                                    J. Thomas Parmeter, President


Attest:


By:    /s/ Janis Y. Neves
     -------------------------------
      Janis Y. Neves, Assistant Secretary