<PAGE>   1
                                                                   Exhibit 10.93

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                          BIOSHIELD TECHNOLOGIES, INC.


                                       I.

         The name of the corporation is BioShield Technologies, Inc. (the
"CORPORATION").

                                       II.

         Effective as of the date hereof, Article[ II] of the Articles of
Incorporation, as amended is amended to read in full as follows: The Corporation
hereby designates that the total number of shares of capital stock which the
Corporation has authority to issue is 50,000,000, divided into 40,000,000 shares
of "Common Stock," no par value, and 10,000,000 shares of capital stock, no par
value, to be designated as "Preferred Stock."

                                      III.

         The Corporation hereby designates 500 of the 10,000,000 authorized
shares of its Preferred Stock as "Series B Convertible Preferred Stock," no par
value (the "PREFERRED STOCK") and shall possess the rights and privileges set
forth below:

                  (1) Dividends. The Series B Preferred Shares shall not bear
         any dividends.

                  (2) Holder's Conversion of Series B Preferred Shares. A holder
         of Series B Preferred Shares shall have the right, at such holder's
         option, to convert the Series B Preferred Shares into shares of the
         Company's common stock, no par value per share (the "COMMON STOCK"), on
         the following terms and conditions:

                           (a) Conversion Right. Subject to the provisions of
                  Sections 2(j) and 3(a) below, at any time or times on or after
                  the earlier to occur of (i) 90 days after the Issuance Date
                  (as defined herein) or (ii) the date that Registration
                  Statement filed by the Company registering the Common Stock to
                  be issued upon conversion of the Preferred Stock is declared
                  effective (the "EFFECTIVE DATE") by the U.S. Securities and
                  Exchange Commission (the "SEC"), any holder of Series B
                  Preferred Shares shall be entitled to convert any Series B
                  Preferred Shares into fully paid and non-assessable shares
                  (rounded to the nearest whole share in accordance with Section
                  2(h) below) of Common Stock, at the Conversion Rate (as
                  defined below); provided, however, that in no event other than
                  upon a Mandatory Conversion pursuant to Section 2(f) hereof,
                  shall any holder be entitled to convert Series B Preferred
                  Shares in excess of that number of Series B Preferred Shares
                  which, upon giving effect to such conversion, would cause the
                  aggregate number of shares of Common Stock beneficially owned
                  by the holder and its affiliates to exceed 4.9% of the
                  outstanding
<PAGE>   2
                  shares of the Common Stock following such conversion. For
                  purposes of the foregoing proviso, the aggregate number of
                  shares of Common Stock beneficially owned by the holder and
                  its affiliates shall include the number of shares of Common
                  Stock issuable upon conversion of the Series B Preferred
                  Shares with respect to which the determination of such proviso
                  is being made, but shall exclude the number of shares of
                  Common Stock which would be issuable upon conversion of the
                  remaining, nonconverted Series B Preferred Shares beneficially
                  owned by the holder and its affiliates. Except as set forth in
                  the preceding sentence, for purposes of this paragraph,
                  beneficial ownership shall be calculated in accordance with
                  Section 13(d) of the Securities Exchange Act of 1934, as
                  amended.

                           (b) Conversion Rate. The number of shares of Common
                  Stock issuable upon conversion of each of the Series B
                  Preferred Shares pursuant to Section (2)(a) shall be
                  determined according to the following formula (the "CONVERSION
                  RATE");

                              (.05)(N/365)(20,000) + 20,000
                              -----------------------------
                                     CONVERSION PRICE

                  For purposes of this Amendment, the following terms shall have
                  the following meanings:

                                    (i) "CONVERSION PRICE" means as, of any
                           Conversion Date (as defined below), the lesser of (i)
                           the Fixed Conversion Price or (ii) the Floating
                           Conversion Price, as in effect as of such date and
                           subject to adjustment as provided herein.

                                    (ii) "FIXED CONVERSION PRICE" means $19.70
                           per share, subject to adjustment as provided herein.

                                    (iii) "FLOATING CONVERSION PRICE" means, as
                           of any date of determination, the amount obtained by
                           multiplying the Conversion Percentage in effect as of
                           such date by the lowest Average Market Prices for the
                           Common Stock for any three (3) Trading Days in any
                           ten (10) consecutive Trading Days immediately
                           preceding such date;

                                    (iv) "CONVERSION PERCENTAGE" means 90%;

                                    (v) "AVERAGE MARKET PRICE" means, with
                           respect to any security for any period, that price
                           which shall be computed as the arithmetic average of
                           the Closing Bid Prices and Closing Ask Prices (as
                           defined below) for such security for each Trading Day
                           in such period;

                                    (vi) "CLOSING ASK PRICE" means, for any
                           security as of any date, the last closing ask price
                           on the Nasdaq SmallCap Market (the "NASDAQ-SM")

                                       2
<PAGE>   3
                           as reported by Bloomberg Financial Markets
                           ("BLOOMBERG"), or, if the Nasdaq-SM is not the
                           principal trading market for such security, the last
                           closing ask price of such security on the principal
                           securities exchange or trading market where such
                           security is listed or traded as reported by Bloomberg
                           (the "Trading Market"), or if the foregoing do not
                           apply, the last closing ask price of such security in
                           the over-the-counter market on the pink sheets or
                           bulletin board for such security as reported by
                           Bloomberg, or, if no closing ask price is reported
                           for such security by Bloomberg, the last closing ask
                           price of such security as reported by Bloomberg. If
                           the Closing Ask Price cannot be calculated for such
                           security on such date on any of the foregoing bases,
                           the Closing Ask Price of such security on such date
                           shall be the fair market value as reasonably
                           determined in good faith by the Board of Directors of
                           the Company all as appropriately adjusted for any
                           stock dividend, stock split or other similar
                           transaction during such period; and

                                    (vii) "CLOSING BID PRICE" means, for any
                           security as of any date, the last closing bid price
                           on the Nasdaq SmallCap Market (the "NASDAQ-SM") as
                           reported by Bloomberg Financial Markets
                           ("BLOOMBERG"), or, if the Nasdaq-SM is not the
                           principal trading market for such security, the last
                           closing bid price of such security on the principal
                           securities exchange or trading market where such
                           security is listed or traded as reported by Bloomberg
                           (the "Trading Market"), or if the foregoing do not
                           apply, the last closing bid price of such security in
                           the over-the-counter market on the pink sheets or
                           bulletin board for such security as reported by
                           Bloomberg, or, if no closing bid price is reported
                           for such security by Bloomberg, the last closing
                           trade price of such security as reported by
                           Bloomberg. If the Closing Bid Price cannot be
                           calculated for such security on such date on any of
                           the foregoing bases, the Closing Bid Price of such
                           security on such date shall be the fair market value
                           as reasonably determined in good faith by the Board
                           of Directors of the Company (all as appropriately
                           adjusted for any stock dividend, stock split or other
                           similar transaction during such period).

                                    (viii) "COUPON" means 5% per annum to be
                           paid by the Company on the principal amount of the
                           Preferred Stock. The Coupon shall be due and payable
                           upon conversion or redemption of the Preferred Stock,
                           as the case may be, in cash or Common Stock which has
                           been registered with the SEC at the election of the
                           Company. In the event that the Company elects to pay
                           the Coupon in cash, the formula used to calculate the
                           Conversion Rate shall be adjusted to exclude the
                           calculation of the Coupon.

                                    (ix) "N" means the number of days from, but
                           excluding, the Issuance Date through and including
                           the Conversion Date for the Series B Preferred Shares
                           for which conversion is being elected.


                                       3
<PAGE>   4
                                    (x) "ISSUANCE DATE" means the date of
                           issuance of the Series B Preferred Shares.

                                    (xi) "TRADING DAY" means any day on which
                           the Company's Common Stock is traded on the Principal
                           Trading Market.

                           (c) Adjustment to Conversion Price - Dilution and
                  Other Events. In order to prevent dilution of the rights
                  granted under this Amendment, the Conversion Price will be
                  subject to adjustment from time to time as provided in this
                  Section 2(d).

                                    (i) Reorganization, Reclassification,
                           Consolidation, Merger, or Sale. Any recapitalization,
                           reorganization reclassification, consolidation.
                           merger, sale of a or substantially all of the
                           Company's assets to another Person (as defined below)
                           or other similar transaction which is effected in
                           such a way that holders of Common Stock are entitled
                           to receive (either directly or upon subsequent
                           liquidation) stock, securities or assets with respect
                           to or in exchange for Common Stock is referred to
                           herein as in "Organic Change." Prior to the
                           consummation of any Organic Change, the Company will
                           make appropriate provision to insure that each of the
                           holders of the Series B Preferred Shares will
                           thereafter have the right to acquire and receive in
                           lieu of or in addition to (as the case may be) the
                           shares of Common Stock immediately theretofore
                           acquirable and receivable upon the conversion of such
                           holder's Series B Preferred Shares, such shares of
                           stock, securities or assets as may be issued or
                           payable with respect to or in exchange for the number
                           of shares of Common Stock immediately theretofore
                           acquirable and receivable upon the conversion of such
                           holder's Series B Preferred Shares had such Organic
                           Change not taken place. In any such case, the Company
                           will make appropriate provision (in form and
                           substance satisfactory to the holders of a majority
                           of the Series B Preferred Shares then outstanding)
                           with respect to such holders' rights and interests to
                           insure that the provisions of this Section 2(c) will
                           thereafter be applicable to the Series B Preferred
                           Shares. The Company will not effect any such
                           consolidation, merger or sale, unless prior to the
                           consummation thereof the successor entity (if other
                           than the Company) resulting from consolidation or
                           merger or the entity purchasing such assets assumes,
                           by written instrument (in form and substance
                           satisfactory to the holders of a majority of the
                           Series B Preferred Shares then outstanding), the
                           obligation to deliver to each holder of Series B
                           Preferred Shares such shares of stock, securities or
                           assets as, in accordance with the foregoing
                           provisions, such holder may be entitled to acquire.
                           For purposes of this Agreement, "PERSON" shall mean
                           an individual, a limited liability company, a
                           partnership, a joint venture, a corporation, a trust,
                           an unincorporated organization and a government or
                           any department or agency thereof.


                                       4
<PAGE>   5
                                    (ii) Notices.

                                            (A) Immediately upon any adjustment
                                    of the Conversion Price, the Company will
                                    give written notice thereof to each holder
                                    of Series B Preferred Shares, setting forth
                                    in reasonable detail and certifying the
                                    calculation of such adjustment.

                                            (B) The Company will also give
                                    written notice to each holder of Series B
                                    Preferred Shares at least twenty (20) days
                                    prior to the date on which any Organic
                                    Change (as defined below), dissolution or
                                    liquidation will take place.

                           (d) Mechanics of Conversion. Subject to the Company's
                  inability to fully satisfy its obligations under a Conversion
                  Notice (as defined below) as provided for in Section 5 below:

                                    (i) Holder's Delivery Requirements. To
                           convert Series B Preferred Shares into full shares of
                           Common Stock on any date (the "CONVERSION DATE"), the
                           holder thereof shall (A) deliver or transmit by
                           facsimile, for receipt on or prior to 11:59 p.m.,
                           Eastern Standard Time, on such date, a copy of a
                           fully executed notice of conversion in the form
                           attached hereto as Exhibit I (the "CONVERSION
                           NOTICE") to the Company or its designated transfer
                           agent (the "TRANSFER AGENT"), and (B) surrender to a
                           common carrier for delivery to the Company or the
                           Transfer Agent as soon as practicable following such
                           date, the original certificates representing the
                           Series B Preferred Shares being converted (or an
                           indemnification undertaking with respect to such
                           shares in the case of their loss, theft or
                           destruction) (the "PREFERRED STOCK CERTIFICATES") and
                           the originally executed Conversion Notice.

                                    (ii) Company's Response. Upon receipt by the
                           Company of a facsimile copy of a Conversion Notice,
                           the Company shall immediately send, via Facsimile, a
                           confirmation of receipt of such Conversion Notice to
                           such holder. Upon receipt by the Company or the
                           Transfer Agent of the Preferred Stock Certificates to
                           be converted pursuant to a Conversion Notice,
                           together with the originally executed Conversion
                           Notice, the Company or the Transfer Agent (as
                           applicable) shall, within five (5) business days
                           following the date of receipt, (A) issue and
                           surrender to a common carrier for overnight delivery
                           to the address as specified in the Conversion Notice,
                           a certificate, registered in the name of the holder
                           or its designee, for the number of shares of Common
                           Stock to which the holder shall be entitled or (B)
                           credit the aggregate number of shares of Common Stock
                           to which the holder shall be entitled to the holder's
                           or its designee's balance account at The Depository
                           Trust Company.


                                       5
<PAGE>   6
                                    (iii) Dispute Resolution. In the case of a
                           dispute as to the determination of the Average Market
                           Price or the arithmetic calculation of the Conversion
                           Rate, the Company shall promptly issue to the holder
                           the number of shares of Common Stock that is not
                           disputed and shall submit the disputed determinations
                           or arithmetic calculations to the holder via
                           facsimile within three (3) business days of receipt
                           of such holder's Conversion Notice. If such holder
                           and the Company are unable to agree upon the
                           determination of the Average Market Price or
                           arithmetic calculation of the Conversion Rate within
                           three (3) business days of such disputed
                           determination or arithmetic calculation being
                           submitted to the holder, then the Company shall
                           within one (1) business day submit via facsimile (A)
                           the disputed determination of the Average Market
                           Price to an independent, reputable investment bank or
                           (B) the disputed arithmetic calculation of the
                           Conversion Rate to its independent, outside
                           accountant. The Company shall cause the investment
                           bank or the accountant, as the case may be, to
                           perform the determinations or calculations and notify
                           the Company and the holder of the results no later
                           than forty-eight (48) hours from the time it receives
                           the disputed determinations or calculations. Such
                           investment bank's or accountant's determination or
                           calculation, as the case may be, shall be binding
                           upon all parties absent manifest error.

                                    (iv) Record Holder. The person or persons
                           entitled to receive the shares of Common Stock
                           issuable upon a conversion of Series B Preferred
                           Shares shall be treated for all purposes as the
                           record holder or holders of such shares of Common
                           Stock on the Conversion Date.

                           (e) NASDAQ Listing. So long as the Common Stock is
                  listed for trading on Nasdaq-SM or an exchange or quotation
                  system with a rule substantially similar to Rule 4460(i) then,
                  notwithstanding anything to the contrary contained herein if,
                  at any time, the aggregate number of shares of Common Stock
                  then issued upon conversion of the Series B Preferred Shares
                  (including any shares of capital stock or rights to acquire
                  shares of capital stock issued by the Corporation which are
                  aggregated or integrated with the Common Stock issued or
                  issuable upon conversion of the Series B Preferred Shares for
                  purposes of such rule) equals 19.99% of the "OUTSTANDING
                  COMMON AMOUNT" (as hereinafter defined), the Series B
                  Preferred Shares shall, from that time forward, cease to be
                  convertible into Common Stock in accordance with the terms
                  hereof, unless the Corporation (i) has obtained approval of
                  the issuance of the Common Stock upon conversion of the Series
                  B Preferred Shares by a majority of the total votes cast on
                  such proposal, in person or by proxy, by the holders of the
                  then-outstanding Common Stock (not including any shares of
                  Common Stock held by present or former holders of Series B
                  Preferred Shares that were issued upon conversion of Series B
                  Preferred Shares (the "STOCKHOLDER Approval"), or (ii) shall
                  have otherwise obtained permission to allow such issuances


                                       6
<PAGE>   7
                  from Nasdaq in accordance with Nasdaq Rule 4460(i). If the
                  Corporation's Common Stock is not then listed on Nasdaq or an
                  exchange or quotation system that has a rule substantially
                  similar to Rule 4460(i) then the limitations set forth herein
                  shall be inapplicable and of no force and effect. For purposes
                  of this paragraph, "OUTSTANDING COMMON AMOUNT" means (i) the
                  number of shares of the Common Stock outstanding on the date
                  of issuance of the Series B Preferred Shares pursuant to the
                  Purchase Agreement plus (ii) any additional shares of Common
                  Stock issued thereafter in respect of such shares pursuant to
                  a stock dividend, stock split or similar event. The maximum
                  number of shares of Common Stock issuable as a result of the
                  19.99% limitation set forth herein is hereinafter referred to
                  as the "MAXIMUM SHARE AMOUNT." With respect to each holder of
                  Series B Preferred Shares, the Maximum Share Amount shall
                  refer to such holder's pro rata share thereof. In the event
                  that Corporation obtains Stockholder Approval or the approval
                  of Nasdaq, or by reason of the inapplicability of the rules of
                  Nasdaq or otherwise, the Corporation concludes that it is able
                  to increase the number of shares to be issued above the
                  Maximum Share Amount (such increased number being the "NEW
                  MAXIMUM SHARE AMOUNT"), the references to Maximum Share
                  Amount, above, shall be deemed to be, instead, references to
                  the greater New Maximum Share Amount. In the event that
                  Stockholder Approval is obtained and there are insufficient
                  reserved or authorized shares, or a registration statement
                  covering the additional shares of Common Stock which
                  constitute the New Maximum Share Amount is not effective prior
                  to the Maximum Share Amount being issued (if such registration
                  statement is necessary to allow for the public resale of such
                  securities), the Maximum Share Amount shall remain unchanged;
                  provided, however, that the holders of Series B Preferred
                  Shares may grant an extension to obtain a sufficient reserved
                  or authorized amount of shares or of the effective date of
                  such registration statement. In the event that (a) the
                  aggregate number of shares of Common Stock actually issued
                  upon conversion of the outstanding Series B Preferred Shares
                  represents at least twenty percent (20%) of the Maximum Share
                  Amount and (b) the sum of (x) the aggregate number of shares
                  of Common Stock issued upon conversion of Series B Preferred
                  Shares plus (y) the aggregate number of shares of Common Stock
                  that remain issuable upon conversion of Series B Preferred
                  Shares and based on the Conversion Price then in effect),
                  represents at least one hundred percent (100%) of the Maximum
                  Share Amount, the Corporation will use its best reasonable
                  efforts to seek and obtain Stockholder Approval (or obtain
                  such other relief as will allow conversions hereunder in
                  excess of the Maximum Share Amount) as soon as practicable
                  following the Triggering Event and before the Mandatory
                  Redemption Date.

                           (f) Mandatory Conversion. If any Series B Preferred
                  Shares remain outstanding on June 14, 2003, then all such
                  Series B Preferred Shares shall be converted as of such date
                  in accordance with this Section 2 as if the holders of such
                  Series B Preferred Shares had given the Conversion Notice on
                  June 14, 2003, and the Conversion Date had been fixed as of
                  June 14, 2003, (the "MANDATORY CONVERSION DATE") for all
                  purposes of this Section 2, and all holders of Series B
                  Preferred Shares

                                       7
<PAGE>   8
                  shall thereupon and within two (2) business days thereafter
                  surrender all Preferred Stock Certificates, duly endorsed for
                  cancellation, to the Company or the Transfer Agent. No person
                  shall thereafter have any rights in respect of Series B
                  Preferred Shares, except the right to receive shares of Common
                  Stock on conversion thereof as provided in this Section 2.

                           (g) Fractional Shares. The Company shall not issue
                  any fraction of a share of Common Stock upon any conversion.
                  All shares of Common Stock (including fractions thereof)
                  issuable upon conversion of more than one share of the Series
                  B Preferred Shares by a holder thereof shall be aggregated for
                  purposes of determining whether the conversion would result in
                  the issuance of a fraction of a share of Common Stock. If,
                  after the aforementioned aggregation, the issuance would
                  result in the issuance of a fraction of a share of Common
                  Stock, the Company shall round such fraction of a share of
                  Common Stock up or down to the nearest whole share.

                           (h) Taxes. The Company shall pay any and all taxes
                  which may be imposed upon it with respect to the issuance and
                  delivery of Common Stock upon the conversion of the Series B
                  Preferred Shares.

                           (i) Lock-Up. [INTENTIONALLY LEFT BLANK]

                  (3) Company's Right to Redeem at its Election.

                           (a) At any time after the Effective Date, the Company
                  shall have the right, in its sole discretion, to redeem
                  ("REDEMPTION AT COMPANY'S ELECTION"), from time to time, any
                  or all of the Series B Preferred Shares; provided (i) Company
                  shall first provide twenty-five (25) Trading Days advance
                  written notice as provided in subparagraph 3(a)(ii) below, and
                  (ii) that the Company shall only be entitled to redeem Series
                  B Preferred Shares having an aggregate Stated Value (as
                  defined below) of at least Five Hundred Thousand Dollars
                  ($500,000). If the Company elects to redeem some, but not all,
                  of the Series B Preferred Shares, the Company shall redeem a
                  pro-rata amount from each holder of the Series B Preferred
                  Shares.

                                    (i) Redemption Price At Company's Election.
                           The "REDEMPTION PRICE AT COMPANY'S ELECTION" shall be
                           calculated as 125% of the Stated Value. For purposes
                           hereof, "STATED VALUE" shall mean the original
                           purchase price of Preferred Stock being redeemed plus
                           any accrued and unpaid coupon due thereunder.

                                    (ii) Mechanics of Redemption at Company's
                           Election. The Company shall effect each such
                           redemption by giving at least twenty five (25)
                           Trading Days prior written notice ("NOTICE OF
                           REDEMPTION AT COMPANY'S ELECTION") to (A) the holders
                           of the Series B Preferred Shares

                                       8
<PAGE>   9
                           selected for redemption at the address and facsimile
                           number of such holder appearing in the Company's
                           Series B Preferred Shares register and (B) the
                           Transfer Agent, which Notice of Redemption At
                           Company's Election shall be deemed to have been
                           delivered three (3) business days after the Company's
                           mailing (by overnight or two (2) day courier, with a
                           copy by facsimile) of such Notice of Redemption at
                           Company's Election. Such Notice of Redemption At
                           Company's Election shall indicate (i) the number of
                           shares of Series B Preferred Shares that have been
                           selected for redemption, (ii) the date which such
                           redemption is to become effective (the "DATE OF
                           REDEMPTION AT COMPANY'S ELECTION") and (iii) the
                           applicable Redemption Price At Company's Election, as
                           defined in subsection (a)(i) above. Notwithstanding
                           the above, the holder may convert into Common Stock,
                           prior to the close of business on the Date of
                           Redemption at Company's Election, any Series B
                           Preferred Shares which it is otherwise entitled to
                           convert, including Series B Preferred Shares that has
                           been selected for redemption at Company's election
                           pursuant to this subsection 3(a).

                           (b) Company Must Have Immediately Available Funds or
                  Credit Facilities. The Company shall not be entitled to send
                  any Redemption Notice and begin the redemption procedure under
                  Section 3(a) unless it has:

                                    (i) the full amount of the redemption price
                           to cash, available in a demand or other immediately
                           available account in a bank or similar financial
                           institution; or

                                    (ii) immediately available credit
                           facilities, in the full amount of the redemption
                           price with a bank or similar financial institution,
                           or

                                    (iii) an agreement with a standby
                           underwriter willing to purchase from the Company a
                           sufficient number of shares of stock to provide
                           proceeds necessary to redeem any stock that is not
                           converted prior to redemptions; or

                                    (iv) a combination of the items set forth in
                           (i), (ii), and (iii) above, aggregating the full
                           amount of the redemption price.

                           (c) Payment of Redemption Price. Each holder
                  submitting Series B Preferred Shares being redeemed under this
                  Section 3 shall send their Preferred Stock Certificates to
                  redeemed to the Company or its Transfer Agent, and the Company
                  shall pay the applicable redemption price to that Holder
                  within five (5) business days of the Date of Redemption at
                  Company's Election. If the Company fails to pay the Redemption
                  Price, the redemption right provided in this section shall be
                  declared null and void. However, this redemption right shall
                  not be null and void if a bona fide dispute exists with
                  respect to the calculation of the Redemption Price.


                                       9
<PAGE>   10
                  (4) Reissuance of Certificates. In the event of a conversion
         or redemption pursuant to this Amendment of less than all of the Series
         B Preferred Shares represented by a particular Preferred Stock
         Certificate, the Company shall promptly cause to be issued and
         delivered to the holder of such Series B Preferred Shares a Preferred
         Stock Certificate representing the remaining Series B Preferred Shares
         which have not been so converted or redeemed.

                  (5) Reservation of Shares. The Company shall, so long as any
         of the Series B Preferred Shares are outstanding reserve and keep
         available out of its authorized and unissued Common Stock, solely for
         the purpose of effecting the conversion of the Series B Preferred
         Shares, such number of shares of Common Stock as shall from time to
         time be sufficient to affect the conversion of all of the Series B
         Preferred Shares then outstanding; provided that the number of shares
         of Common Stock so reserved shall at no time be less than 100% of the
         number of shares of Common Stock for which the Series B Preferred
         Shares are at any time convertible,

                  (6) Voting Rights. Holders of Series B Preferred Shares shall
         have no voting rights, except as required by law, including but not
         limited to the Corporation Law of the State of Georgia and as expressly
         provided in this Amendment.

                  (7) Liquidation, Dissolution, Winding-Up. In the event of any
         voluntary or involuntary liquidation, dissolution, or winding up of the
         Company, the holders of the Series B Preferred Shares shall be entitled
         to receive in cash out of the assets of the Company, whether from
         capital or from earnings available for distribution to its stockholders
         (the "PREFERRED FUNDS"), before any amount shall be paid to the holders
         of any of the capital stock of the Company of any class junior in rank
         to the Series B Preferred Shares in respect of the preferences as to
         the distributions and payments on the liquidation, dissolution and
         winding up of the Company, an amount per Series B Preferred Share equal
         to the sum of (i) $20,000 and (ii) an amount equal to the product of
         (.05) (N/365) ($20,000) (where "N" has the meaning specified in Section
         2(b)(viii); (such sum being referred to as the "LIQUIDATION VALUE");
         provided that, if the Preferred Funds are insufficient to pay the full
         amount due to the holders of Series B Preferred Shares and holders of
         shares of other classes or series of preferred stock of the Company
         that are of equal rank with the Series B Preferred Shares as to
         payments of Preferred Funds (the "PARI PASSU SHARES"), then each holder
         of Series B Preferred Shares and Pari Passu Shares shall receive a
         percentage of the Preferred Funds equal to the full amount of Preferred
         Funds payable to such holder as a liquidation preference, in accordance
         with their respective preferences and rights, as a percentage of the
         full amount of Preferred Funds payable to all holders of Series B
         Preferred Shares and Pari Passu Shares. The purchase or redemption by
         the Company of stock of any class in any manner permitted by law, shall
         not for the purposes hereof, be regarded as a liquidation, dissolution
         or winding up of the Company. Neither the consolidation or merger of
         the Company with or into any other Person, nor the sale or transfer by
         the Company of less than substantially all of its assets, shall, for
         the purposes hereof, be deemed to be a liquidation, dissolution or
         winding up of the Company. No holder of Series B Preferred Shares shall
         be

                                       10
<PAGE>   11
         entitled to receive any amounts with respect thereto upon any
         liquidation, dissolution or winding up of the Company other than the
         amounts provided for herein.

                  (8) Preferred Rate. All shares of Common Stock shall be of
         junior rank to all Series B Preferred Shares in respect to the
         preferences as to distributions and payments upon the liquidation,
         dissolution, and winding up of the Company. The Series B Preferred
         Shares shall be of greater than any Series of Common or Preferred Stock
         hereinafter issued by the Company. Without the prior express written
         consent of the holders of not less than a majority of the then
         outstanding Series B Preferred Shares, the Company shall not hereafter
         authorize or issue additional or other capital stock that is of senior
         or equal rank to the Series B Preferred Shares in respect of the
         preferences as to distributions and payments upon the liquidation,
         dissolution and winding up of the Company. Without the prior express
         written consent of the holders of not less than a majority of the then
         outstanding Series B Preferred Shares, the Company shall not hereafter
         authorize or make any amendment to the Company's Articles of
         Incorporation or bylaws, or make any resolution of the board of
         directors with the Georgia Secretary of State containing any
         provisions, which would materially and adversely affect or otherwise
         impair the rights or relative priority of the holders of the Series B
         Preferred Shares relative to the holders of the Common Stock or the
         holders of any other class of capital stock. In the event of the merger
         or consolidation of the Company with or into another corporation, the
         Series B Preferred Shares shall maintain their relative powers,
         designations, and preferences provided for herein and no merger shall
         result inconsistent therewith.

                  (9) Restriction on Dividends. Other than the distribution of
         the securities of the Company to the Company's shareholders, if any
         Series B Preferred Shares are outstanding, without the prior express
         written consent of the holders of not less than a majority of the then
         outstanding Series B Preferred Shares, the Company shall not directly
         or indirectly declare, pay or make any dividends or other distributions
         upon any of the Common Stock so long as written notice thereof has been
         given to holders of the Series B Preferred Shares at least 30 days
         prior to the earlier of (a) the record date taken for or (b) the
         payment of any such dividend or other distribution. Notwithstanding the
         foregoing, this Section 9 shall not prohibit the Company from declaring
         and paying a dividend in cash with respect to the Common Stock so long
         as the Company: (i) pays simultaneously to each holder of Series B
         Preferred Shares an amount in cash equal to the amount such holder
         would have received had all of such holder's Series B Preferred Shares
         been converted to Common Stock pursuant to Section 2 hereof one
         business day prior to the record date for any such dividend, and (ii)
         after giving effect to the payment of any dividend and any other
         payments required in connection therewith including to the holders of
         the Series B Preferred Shares, the Company has in cash or cash
         equivalents an amount equal to the aggregate of: (A) all of its
         liabilities reflected on its most recently available balance sheet, (B)
         the amount of any indebtedness incurred by the Company or any of its
         subsidiaries since its most recent balance sheet and (C) 120% of the
         amount payable to all holders of any shares of any class of preferred
         stock of the Company assuming a liquidation of the Company as the date
         of its most recently available balance sheet.


                                       11
<PAGE>   12
                  (10) Vote to Change the Terms of Series B Preferred Shares.
         The affirmative vote at a meeting duly called for such purpose, or the
         written consent without a meeting of the holders of not less than a
         majority of the then outstanding Series B Preferred Shares, shall be
         required for any change to this Amendment or the Company's Articles of
         Incorporation which would amend, alter, change or repeal any of the
         powers, designations, preferences and rights of the Series B Preferred
         Shares.

                  (11) Lost or Stolen Certificates. Upon receipt by the Company
         of evidence satisfactory to the Company of the loss, theft, destruction
         or mutilation of any Preferred Stock Certificates representing the
         Series B Preferred Shares, and, in the case of loss, theft or
         destruction, of any indemnification undertaking by the holder to the
         Company and, in the case of mutilation, upon surrender and cancellation
         of the Preferred Stock Certificate(s), the Company shall execute and
         deliver new preferred stock certificate(s) of like tenor and date;
         provided, however, the Company shall not be obligated to re-issue
         preferred stock certificates if the holder contemporaneously requests
         the Company to convert such Series B Preferred Shares into Common
         Stock.

                  (12) Withholding Tax Obligations. Notwithstanding anything
         herein to the contrary, to the extent that the Company receives advice
         in writing from its counsel that there is a reasonable basis to believe
         that the Company is required by applicable federal laws or regulations
         and delivers a copy of such written advice to the holders of the Series
         B Preferred Shares so effected, the Company may reasonably condition
         the making of any distribution (as such term is defined under
         applicable federal tax law and regulations) in respect of any Series B
         Preferred Share on the holder of such Series B Preferred Shares
         depositing with the Company an amount of cash sufficient to enable the
         Company to satisfy its withholding tax obligations (the "WITHHOLDING
         TAX") with respect to such distribution. Notwithstanding the foregoing
         or anything to the contrary, if any holder of the Series B Preferred
         Shares so effected receives advice in writing from its counsel that
         there is a reasonable basis to believe that the Company is not so
         required by applicable federal laws or regulations and delivers a copy
         of such written advice to the Company, the Company shall not be
         permitted to condition the making of any such distribution in respect
         of any Series B Preferred Share on the holder of such Series B
         Preferred Shares depositing with the Company any Withholding Tax with
         respect to such distribution, provided, however, the Company may
         reasonably condition the making of any such distribution in respect of
         any Series B Preferred Share on the holder of such Series B Preferred
         Shares executing and delivering to the Company, at the election of the
         holder, either: (i) if applicable, a properly completed Internal
         Revenue Service Form 4224, or (a) an indemnification agreement in
         reasonably acceptable form, with respect to any federal tax liability,
         penalties and interest that may be imposed upon the Company by the
         Internal Revenue Service as a result of the Company's failure to
         withhold in connection with such distribution to such holder.

                                       IV.



                                       12
<PAGE>   13
         All other provisions of the Articles of Incorporation, as amended shall
remain in full force and effect.

                                       V.

         Each amendment set forth above was duly approved by the Board of
Directors of the Corporation with shareholder approval in accordance with the
provisions of Section 14-2-821 of the Georgia Business Corporation Code on June
14, 2000.



         IN WITNESS WHEREOF, the Company has caused this Amendment to the
Articles of Incorporation to be signed by Timothy C. Moses, its Chief Executive
Officer, as of this 14 day of June, 2000.

                                     BIOSHIELD TECHNOLOGIES, INC.


                                     By: ______________________________________
                                           Timothy C. Moses
                                           Chief Executive Officer

ATTEST:


By: ____________________________
      Secretary


                                       13
<PAGE>   14
                                    EXHIBIT I

                          BIOSHIELD TECHNOLOGIES, INC.
                                CONVERSION NOTICE

         Reference is made to the Amendments to the Articles of Incorporation of
BioShield Technologies, Inc.. (the "AMENDMENT"). In accordance with and pursuant
to the Amendment, the undersigned hereby elects to convert the number of shares
of Series B Convertible Preferred Stock, no par value per share (the "SERIES B
PREFERRED SHARES"), of BioShield Technologies, Inc., a Georgia corporation (the
"COMPANY"), indicated below into shares of Common Stock, no par value per share
(the "COMMON STOCK"), of the Company, by tendering the stock certificate(s)
representing the share(s) of Series B Preferred Shares specified below as of the
date specified below.

         The undersigned acknowledges that any sales by the undersigned of the
securities issuable to the undersigned upon conversion of the Series B Preferred
Shares shall be made only pursuant to (i) a registration statement effective
under the Securities Act of 1933, as amended (the "ACT"), or (ii) advice of
counsel that such sale is exempt from registration required by Section 5 of the
Act.

                                  Date of Conversion:

                                  ------------------------------------------

                                  Number of Series B
                                  Preferred Shares to be converted
                                  -------------------------------------------

                                  Stock certificate no(s). of Series B
                                  Preferred Shares to be converted:
                                  -------------------------------------------

Please confirm the following information:

                                  Conversion Price:

                                  -------------------------------------------

                                  Ten Consecutive Days Comprising Pricing Period
                                  and Prices:

                                  -------------------------------------------

                                  Number of shares of Common
                                  Stock to be issued:

                                  -------------------------------------------



<PAGE>   15
please issue the Common Stock into which the Series B Preferred Shares are being
converted in the following name and to the following address:

                                   Issue to:(1)
                                   --------------------------------------------

                                   --------------------------------------------

                                   Facsimile Number:

                                   --------------------------------------------

                                   Authorization:

                                   --------------------------------------------

                                   By:
                                      -----------------------------------------
                                   Title:
                                         --------------------------------------
                                   Dated:
                                         --------------------------------------


ACKNOWLEDGED AND AGREED:

BIOSHIELD TECHNOLOGIES, INC.

By:
    -----------------------------
Name:
     ----------------------------
Title:
     ----------------------------

Date:
     ----------------------------

--------

(1)      If other than to the record holder of the Series B Preferred Shares,
         any applicable transfer tax must be paid by the undersigned.
<PAGE>   16
                                   EXHIBIT II

                          BIOSHIELD TECHNOLOGIES, INC.
                                 LOCK-UP NOTICE


         Reference is made to the Amendments to the Articles of Incorporation
(the "AMENDMENT") of BioShield Technologies, Inc. (the "COMPANY"). In accordance
with and pursuant to Section (2)(i) of the Amendment, the Company hereby elects
to exercise its Lock-Up rights (as set forth in the Amendment), effective as of
the date hereof. Consequently, the Company shall not be required to convert any
Series B Preferred Shares which have a Conversion Date (as defined in the
Amendment) during the period beginning on the date hereof and ending on the
earlier of (i) that date which is ninety (90) days from the date hereof and (ii)
the 725th day following the Issuance Date (as defined in the Amendment).

                                 Authorization: _______________________________

                                              By:______________________________

                                            Title:_____________________________

                                            Dated: ____________________________
<PAGE>   17
                                   EXHIBIT III

                          BIOSHIELD TECHNOLOGIES, INC.
                            FORM OF LOCK-UP AGREEMENT

         Reference is made to the Amendments to the Articles of Incorporation
(the "AMENDMENT") of BioShield Technologies, Inc. (the "COMPANY"). The
undersigned has been advised that in accordance with and pursuant to Section
(2)(i) of the Amendment, effective as of ____________________________ (the
"LOCK-UP COMMENCEMENT DATE"), the Company has elected to exercise its Lock-Up
rights (as set forth in the Amendment) with respect to shares of Series B
Convertible Preferred Stock (the "SERIES B PREFERRED SHARES"), no par value per
share. Consequently, the Company shall not be required to convert any Series B
Preferred Shares which have a Conversion Date (as defined in the Amendment)
during the period (the "LOCK-UP PERIOD") beginning on the Lock-Up Commencement
Date and ending on the earlier of (i) that date which is ninety (90) days from
the Lock-Up Commencement Date and (ii) the 725th day following the Issuance Date
(as defined in the Amendment).

         In consideration of the agreement by the holders of the Series B
Preferred Shares not to convert any Series B Preferred Share pursuant to the
Lock-Up rights, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, until one day after each of the holders of the
Series B Preferred Shares has received written notice form the Company that the
Lock-Up Period has ended, the undersigned will not, directly or indirectly,
without the prior written consent of the holders representing a majority of the
outstanding Series B Preferred Shares, sell, contact to sell, pledge, grant any
option for the sale of or otherwise dispose or cause the disposition of any
shares of the Company's common stock, no par value per share (the "COMMON
STOCK"), or an securities convertible into or exchangeable or exercisable for
any shares of Common Stock owned by the undersigned. Notwithstanding the
foregoing, the undersigned shall not need to obtain such written consent with
respect to (1) a transfer (not involving a sale in the public market) of shares
of Common Stock by the undersigned in a bona fide charitable or other donative
transaction or in any estate planning transaction so long as in each case the
transferee of such agreement to holders of the Series B Preferred Shares prior
to effecting any such transfer and (2) a transfer (not involving a sale in the
public market) of shares of Common Stock, if the undersigned is a natural
person, due to the death or disability of the undersigned so long as the
transferee of such shares agrees in writing to be bound by the terms of this
agreement and furnishes a copy of such agreement to holders of the Series B
Preferred Shares prior to effecting any such transfer.

         In furtherance of the foregoing, the Company and the Company's transfer
agent and registrar are hereby authorized to decline to make any transfer or
securities if such transfer would constitute a violation or breach of this
agreement.

                                             Very truly yours,

                                             ----------------------------------
                                             Signature
                                             ----------------------------------
                                             Print Name