<PAGE>   1
                                                                 Exhibit 3.3

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                     AND RIGHTS OF 5% CUMULATIVE CONVERTIBLE
                            PREFERRED STOCK, SERIES E
                                       OF
                     MEHL/BIOPHILE INTERNATIONAL CORPORATION

                  MEHL/Biophile International Corporation (the "CORPORATION"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, does hereby certify that, pursuant to authority conferred
upon the Board of Directors of the Corporation by the Certificate of
Incorporation, as amended, of the Corporation, and pursuant to Section 151 of
the General Corporation Law of the State of Delaware, the Board of Directors of
the Corporation on July 17, 1997, adopted resolutions providing for the
designations, preferences and relative, participating, optional or other rights,
and the qualifications, limitations or restrictions thereof, of twelve-thousand
two-hundred and thirty-one (12,231) shares of 5% Cumulative Convertible
Preferred Stock, Series E, of the Corporation, as follows:

                  RESOLVED, that the Corporation is authorized to issue 12,231
                  shares of 5% Cumulative Convertible Preferred Stock, Series E,
                  $10 par value (the "PREFERRED SHARES"), which shall have the
                  following powers, designations, preferences and other special
                  rights:

                           1. Dividends. The holders of the Preferred Shares
                  shall be entitled to a dividend of five percent (5%) per annum
                  of the Stated Value (as defined below), payable in cash, on a
                  cumulative basis with quarterly compounding (prorated for any
                  portion of the applicable period during which the Preferred
                  Shares are outstanding). Dividends shall accrue from the date
                  of issuance of the Preferred Shares and shall be payable
                  quarterly commencing August 31, 1997, through and including
                  the date on which the Preferred Shares are no longer
                  outstanding.
<PAGE>   2
                           2. Conversion of Preferred Shares. The holders of the
                  Preferred Shares shall have the right, at their option, to
                  convert the Preferred Shares into shares of Common Stock on
                  the following terms and conditions:

                                    a. Conversion Right. Each Preferred Share
                  shall be convertible at any time into fully paid and
                  nonassessable shares (calculated to the nearest whole share)
                  of Common Stock, at the conversion price per share (the
                  "CONVERSION PRICE"), as defined in Section 2(b), below, in
                  effect at the time of conversion determined as hereinafter
                  provided. Each Preferred Share shall have a value of One
                  Thousand Dollars ($1,000) (the "STATED VALUE") for the purpose
                  of such conversion and the number of shares of Common Stock
                  issuable upon conversion of each of the Preferred Shares shall
                  be determined by dividing the Stated Value thereof by the
                  Conversion Price then in effect. Every reference herein to the
                  Common Stock of the Corporation (unless a different intention
                  is expressed) shall be to the shares of the Common Stock of
                  the Corporation, $.01 par value, as such stock exists
                  immediately after the issuance of the Preferred Shares
                  provided for hereunder, or to stock into which such Common
                  Stock may be changed from time to time thereafter.

                                    b. Conversion Price. Subject to adjustment
                  pursuant to Sections 2(c) and 2(e), below, and subject to the
                  "Ceiling Price," as defined below, the Conversion Price shall
                  be eighty percent (80%) (the "CONVERSION PERCENTAGE") of the
                  Average Market Price (as defined below) for the Common Stock
                  for the five (5) consecutive trading days ending one trading
                  day prior to the date of the Conversion Notice (as defined
                  below); provided, however, that subject to adjustment pursuant
                  to Sections 2(c) and 2(e), below, in no event shall the
                  Conversion Price be greater than the product of the Conversion
                  Percentage times $3.125 (the "CEILING PRICE").

                                    c. Adjustment to Conversion Percentage. (i)
                  If either (A) the Amended Registration Statement (the "AMENDED
                  REGISTRATION STATEMENT") which the Corporation is required to
                  file pursuant to Section 3 of the Exchange Agreement by and
                  among the Corporation and the "PREFERRED SHAREHOLDERS" named
                  therein (the "EXCHANGE AGREEMENT") has not been filed in
                  accordance with the Exchange Agreement on or before August 31,
                  1997; or (B) the Amended Registraton Statement has not been
                  declared effective by the Securities and Exchange Commission
                  (the "SEC") on or before October 15, 1997 (the date the
                  Amended Registration Statement is declared effective by the
                  SEC herein referred to as the "EFFECTIVE DATE") or if, after
                  the Amended Registration Statement has been declared effective
                  by the SEC, sales cannot be made pursuant to the Amended
                  Registration Statement by reason of stop order, the
                  Corporation's failure to update the Amended Registration
                  Statement in accordance with the rules and regulations of the
                  SEC or otherwise, or if the Common Stock is not listed or
                  included for quotation on the National Market of the National
                  Association of



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                  Securities Dealers Automated Quotation System ("NASDAQ-NM"),
                  the New York Stock Exchange (the "NYSE"), the American Stock
                  Exchange (the "AMEX"), or the NASDAQ SmallCap Market ("NASDAQ
                  SMALLCAP") then, (ii) as partial relief for the damages to the
                  holder by reason of any such delay in or reduction of its
                  ability to sell the underlying shares of Common Stock (which
                  remedy shall not be exclusive of any other remedies available
                  at law or in equity): the Conversion Percentage shall be
                  reduced by a number of basis points equal to two hundred (200)
                  basis points multiplied by the sum of: (A) the number of
                  months (prorated for partial months) after August 31, 1997
                  prior to the date the Amended Registration Statement is so
                  filed by the Company; (B) the number of months (prorated for
                  partial months) after October 15, 1997 and prior to the date
                  the Amended Registration Statement is declared effective by
                  the SEC; (C) the number of months (prorated for partial
                  months) that sales cannot be made pursuant to the Amended
                  Registration Statement (by reason of stop order, the
                  Corporation's failure to update the Amended Registration
                  Statement or otherwise) after the Amended Registration
                  Statement has been declared effective; and (D) the number of
                  months (prorated for partial months) that the Common Stock is
                  not listed or included for quotation on the NASDAQ-NM, NYSE,
                  AMEX, or NASDAQ SmallCap after the Amended Registration
                  Statement has been declared effective. If the holder converts
                  Preferred Shares into Common Stock and an adjustment to the
                  Conversion Percentage is required subsequent to such
                  conversion, but prior to the sale of such Common Stock by such
                  holder, the Corporation shall pay to such holder, within five
                  (5) days after receipt of a notice of the sale of such Common
                  Stock from such holder, an amount equal to the Average Market
                  Price of the Common Stock obtained upon conversion of such
                  Preferred Shares for the five (5) trading days ending one (1)
                  trading day prior to the date of conversion multiplied by a
                  fraction, the numerator of which shall two (2) and the
                  denominator of which shall be one hundred (100), multiplied by
                  the number of months (prorated for partial months) for which
                  an adjustment was required. Such amount shall be paid, at the
                  option of the holder, in cash or in Common Stock ("DAMAGE
                  SHARES"), whose value shall be the Conversion Price, as
                  adjusted pursuant to this subsection 2(c).

                           "AVERAGE MARKET PRICE" of any security for any period
                  shall be computed as the arithmetic average of the closing bid
                  prices for such security for each trading day in such period
                  on the NASDAQ SmallCap, or, if the NASDAQ SmallCap is not the
                  principal trading market for such security, on the principal
                  trading market for such security, or, if market value cannot
                  be calculated for such period on any of the foregoing bases,
                  the average fair market value during such period as reasonably
                  determined in good faith by the Board of Directors of the
                  Corporation (all as appropriately adjusted for any stock
                  dividend, stock split, or other similar transaction during
                  such period or between the end of such period or between the
                  end of such period and the date of conversion or dividend
                  payment, as applicable).



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                                    d. Conversion Notice. On presentation and
                  surrender to the Corporation (or at any office or agency
                  maintained for the transfer of the Preferred Shares) of the
                  certificates of Preferred Shares so to be converted, duly
                  endorsed in blank for transfer or accompanied by proper
                  instruments of assignment or transfer in blank (a "CONVERSION
                  NOTICE"), the holder of such Preferred Shares shall be
                  entitled, subject to the limitations herein contained, to
                  receive in exchange therefor a certificate or certificates for
                  fully paid and nonassessable shares, which certificates shall
                  be delivered by the second trading day after the date of
                  delivery of the Conversion Notice, and cash for fractional
                  shares, of Common Stock on the foregoing basis. The Preferred
                  Shares shall be deemed to have been converted, and the person
                  converting the same to have become the holder of record of
                  Common Stock, for all purposes as of the date of delivery of
                  the Conversion Notice.


                                    e. (i) Adjustments for Dividends,
                  Subdivisions or Combinations. If the Corporation shall at any
                  time subdivide the outstanding shares of Common Stock or shall
                  issue a stock dividend on its outstanding shares of Common
                  Stock, the Conversion Price shall be appropriately decreased
                  so that the number of shares of Common Stock issuable upon
                  conversion of the Preferred Shares shall be increased by the
                  same percentage as the percentage increase in the number of
                  outstanding shares of Common Stock as a result of the
                  subdivision or stock dividend, effective at the close of
                  business on the date of such subdivision or stock dividend. If
                  the Corporation shall at any time combine the shares of
                  outstanding Common Stock, the Conversion Price shall be
                  appropriately increased so that the number of shares of Common
                  Stock issuable upon conversion of the Preferred Shares shall
                  be decreased by the same percentage as the percentage decrease
                  in the number of shares of outstanding Common Stock as a
                  result of the combination, effective at the close of business
                  on the date of such combination.


                                       (ii) Adjustments for Reorganizations and
                  Reclassifications. In case, at any time after the date hereof,
                  of any capital reorganization (other than a merger or other
                  reorganization in which the Corporation is the continuing
                  entity and that does not result in any change in the Common
                  Stock) or any reclassification of the Common Stock of the
                  Corporation (other than as a result of a stock dividend or
                  subdivision, split or combination of shares), the Preferred
                  Shares shall thereafter be convertible into the number of
                  shares of stock or other securities or property to which a
                  holder of the number of shares of Common Stock of the
                  Corporation deliverable upon conversion of the Preferred
                  Shares immediately prior to such reorganization or
                  recapitalization would have been entitled upon such
                  reorganization or reclassification; and, in any such case,
                  appropriate adjustment (including, without limitation,
                  adjustment to the Conversion Price) shall be made in the
                  application of the provisions herein set



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                  forth with respect to the rights and interests thereafter of
                  the holders of Preferred Shares, to the end that the
                  provisions set forth herein shall thereafter be applicable, as
                  nearly as reasonably may be, in relation to any share of stock
                  or other property thereafter deliverable upon the conversion.

                                       (iii)  Adjustments of Conversion Price
                  for Dilutive Issuances. Upon the issuance by the Corporation
                  of Common Stock, or any right or option to purchase Common
                  Stock, or any obligation or any shares of stock convertible
                  into or exchangeable for Common Stock for a consideration per
                  share less than the Conversion Price in effect immediately
                  prior to the time of such issue or sale, then forthwith upon
                  such issue or sale, the Conversion Price shall be reduced to a
                  price calculated (to the nearest cent) by dividing:

                                    (A) an amount equal to the sum of (1) the
                           number of shares of Common Stock outstanding prior to
                           such issuance or sale plus shares of Common Stock
                           issuable upon conversion or exercise of any evidence
                           of indebtedness, shares, options, warrants or other
                           securities or obligations of the Corporation
                           outstanding immediately prior to such issuance or
                           sale multiplied by the then existing Conversion
                           Price, and (2) the aggregate amount of consideration
                           received by the Corporation upon such issuance or
                           sale, by

                                    (B) the sum of (1) the number of shares of
                           Common Stock outstanding prior to such issuance or
                           sale plus shares of Common Stock issuable upon
                           conversion or exercise of any evidence of
                           indebtedness, shares, options, warrants or other
                           securities or obligations of the Corporation
                           outstanding immediately prior to such issuance or
                           sale and (2) the number of shares of Common Stock
                           issued or deemed to be issued pursuant to Section
                           2(e)(iv), below, in such issuance or sale.

                  Expressed as an arithmetic formula, the new Conversion Price
                  would be calculated as follows:


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                  CP(1) =           (CP(0)*CS) + C
                                    ----------------
                                    CS + AS

                  where:

                  CP(1) =           the Conversion Price as adjusted pursuant to
                                    this Section 2(e)(iii);

                  CP(0) =           the Conversion Price in effect immediately
                                    prior to such issue or sale;

                  CS     =          the number of shares of Common Stock
                                    outstanding immediately prior to such issue
                                    or sale plus shares of Common Stock issuable
                                    upon conversion or exercise of any evidences
                                    of indebtedness, shares, options, warrants
                                    or other securities or obligations of the
                                    Corporation outstanding immediately prior to
                                    such issue or sale;

                  C         =       the aggregate amount of consideration
                                    received by the Corporation upon such issue
                                    or sale;

                  AS                the number of shares of Common Stock
                                    issued or deemed to be issued pursuant to
                                    Section 2(e)(iv), below in such issue or
                                    sale.

                  *         =       the arithmetic function of multiplication.

                                    (iv)  Calculation of Issuance Price.  For
                  purposes of Section 2(e)(iii) hereof the following provisions
                  shall be applicable:

                                            (A)  In the case of an issue or sale
                  for cash of shares of Common Stock, the consideration received
                  by the Corporation therefor shall be deemed to be the amount
                  of cash received, before deducting therefrom any commissions
                  or expenses paid or incurred by the Corporation.

                                            (B)  In case of the issuance
                  (otherwise than upon conversion or exchange of obligations or
                  shares of stock of the Corporation) of additional shares of
                  Common Stock for a consideration other than cash or a
                  consideration partly other than cash, the amount of the
                  consideration other than cash received by the Corporation for
                  such shares shall be deemed to be the value of such
                  consideration as reasonably determined by the Board of
                  Directors.

                                            (C)  In case of the issuance by the
                  Corporation in any manner of any rights to subscribe for or
                  options to purchase shares of Common Stock, at a consideration
                  per share (as computed below) less

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<PAGE>   7
                  than the Conversion Price for in effect immediately prior to
                  the date of the offering of such rights or the granting of
                  such options, as the case may be, the maximum number of shares
                  of Common Stock to which the holders of such rights or options
                  shall be entitled to subscribe for or purchase pursuant to
                  such rights or options shall be deemed to be issued or sold as
                  of the date of the offering of such rights or the granting of
                  such options, as the case may be, and the minimum aggregate
                  consideration named in such rights or options for the shares
                  of Common Stock covered thereby, plus the consideration, if
                  any, received by the Corporation for such rights or options,
                  shall be deemed to be the consideration actually received by
                  the Corporation (as of the date of the offering of such rights
                  or the granting of such options, as the case may be) for the
                  issuance of such shares.

                                            (D)  In case of the issuance or
                  issuances by the Corporation in any manner of any obligations
                  or of any shares of stock of the Corporation that shall be
                  convertible into or exchangeable for Common Stock, at a
                  consideration per share (as computed below) less than the
                  Conversion Price in effect immediately prior to the date such
                  obligation or shares are issued, the maximum number of shares
                  of Common Stock issuable upon the conversion or exchange of
                  such obligations or shares shall be deemed issued as of the
                  date such obligations or shares are issued, and the amount of
                  the consideration received by the Corporation for such
                  additional shares of Common Stock shall be deemed to be the
                  total of (i) the amount of consideration received by the
                  Corporation upon the issuance of such obligations or shares,
                  as the case may be, plus (ii) the minimum aggregate
                  consideration, if any, other than such obligations or shares,
                  receivable by the Corporation upon such conversion or
                  exchange, except in adjustment of dividends.

                                            (E)  The amount of the consideration
                  received by the Corporation upon the issuance of any rights or
                  options referred to in Section 2(e)(iv)(C) hereof or upon the
                  issuance of any obligations or shares which are convertible or
                  exchangeable as described in Section 2(e)(iv)(D) hereof, and
                  the amount of the consideration, if any, other than such
                  obligations or shares so convertible or exchangeable,
                  receivable by the Corporation upon the exercise, conversion or
                  exchange thereof shall be determined in the same manner
                  provided in Section 2(e)(iv)(A) and 2(e)(iv)(B) hereof with
                  respect to the consideration received by the Corporation in
                  case of the issuance of additional shares of Common Stock. On
                  the expiration of any rights or options referred to in Section
                  2(e)(iv)(C) hereof, or the termination of any right of
                  conversion or exchange referred to in Section 2(e)(iv)(D)
                  hereof, the Conversion Price then in effect shall forthwith be
                  readjusted to such Conversion Price as


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<PAGE>   8
                  would have obtained had the adjustments made upon the issuance
                  of such option, right or convertible or exchangeable
                  securities been made upon the basis of the delivery of only
                  the number of shares of Common Stock actually delivered upon
                  the exercise of such rights or options or upon the conversion
                  or exchange of such securities.

                                       (F)  The foregoing notwithstanding, no
                  adjustment of the Conversion Price shall be made pursuant to
                  Section 2(e)(iii) or Section 2(e)(iv) as a result of the
                  issuance after the date hereof of (1) up to an aggregate of
                  517,000 shares of Common Stock issued or issuable with the
                  approval of the Board of Directors pursuant to options granted
                  by the Company prior to February 26, 1997; and (2) up to an
                  aggregate of 2,305,000 shares of Common Stock (or any options,
                  warrants or rights to purchase such shares of Common Stock)
                  issued or issuable under grants by the Board of Directors of
                  the Corporation pursuant to the Company's employee stock
                  option plan in the form approved by the Board of Directors of
                  the Corporation prior to the date of this Agreement.

                                    f. Fractional Shares.  The Corporation shall
                  not issue any fraction of a share of Common Stock upon any
                  conversion, but shall pay in cash therefor at the Conversion
                  Price then in effect multiplied by such fraction.

                                    g. Reservation of Shares. The Corporation
                  shall, so long as any of the 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 Preferred Shares, such number of shares of
                  Common Stock as shall from time to time be sufficient to
                  effect the conversion of all of the Preferred Shares then
                  outstanding.

                                    h. Taxes. The Corporation 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 Preferred Shares as herein provided. The Corporation shall
                  not be required in any event to pay any transfer or other
                  taxes by reason of the issuance of such Common Stock in names
                  other than those in which the Preferred Shares surrendered for
                  conversion are registered on the Corporation's records, and no
                  such conversion or issuance of Common Stock shall be made
                  unless and until the person requesting such issuance has paid
                  to the Corporation the amount of any such tax, or has
                  established to the satisfaction of the Corporation and its
                  transfer agent, if any, that such tax has been paid.

                           3. Voting Rights. Holders of Preferred Shares shall
                  have no voting rights, except as required by law and by
                  Section 7 hereof.


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<PAGE>   9
                           4. Redemption. Subject to the following terms and
                  conditions, the Corporation, at any time after the Effective
                  Date, at its option, may redeem from time to time all or any
                  portion of the then outstanding Preferred Shares:

                                    a. The Corporation may, at any time or times
                  after the Effective Date, redeem such Preferred Shares at the
                  Redemption Price, as defined in Section 4(b) below, payable in
                  cash; provided, however, that at the option of the holders of
                  Preferred Shares, such holders shall have the right to convert
                  all or any portion of such Preferred Shares to Common Stock
                  pursuant to Section 2 at any time prior to the Redemption
                  Date, as defined below. With respect to any redemption of such
                  shares, the Corporation must give written notice (the
                  "REDEMPTION NOTICE") by certified mail (postage prepaid,
                  return receipt requested) or by overnight courier to the
                  holders of the Preferred Shares to be redeemed at least thirty
                  (30) days prior to the scheduled date of redemption (the
                  "REDEMPTION DATE"). The Redemption Notice shall be addressed
                  to each such shareholder at the address of such holder
                  appearing on the books of the Corporation or given by such
                  holder to the Corporation for the purpose of notice. The
                  Redemption Notice shall state the Redemption Date, the
                  Redemption Price (as hereinafter defined), and the number of
                  Preferred Shares of such holders to be redeemed and shall call
                  upon such holder to surrender to the Corporation on the
                  Redemption Date at the place designated in the Redemption
                  Notice such holder's certificate or certificates representing
                  the shares to be redeemed. On or after the Redemption Date,
                  each holder of Preferred Shares called for redemption shall
                  surrender the certificate evidencing such Preferred Shares to
                  the Corporation (except that, if fewer Preferred Shares are
                  outstanding on the Redemption Date than were called for
                  redemption due to the Holder's conversion of some or all of
                  its outstanding Preferred Shares into Common Stock between the
                  date of the Redemption Notice and the Redemption Date, then
                  such number of Preferred Shares shall be reduced to the number
                  of such Preferred Shares which are still outstanding) at the
                  place designated in such notice and shall thereupon be
                  entitled to receive payment of the Redemption Price. If less
                  than all of the outstanding Preferred Shares are to be
                  redeemed for any reason, then the Corporation shall redeem a
                  pro rata portion from each holder of Preferred Shares
                  according to the respective number of Preferred Shares held by
                  such holder.

                                    b. The Preferred Shares shall be redeemed at
                  a cash price (the "REDEMPTION PRICE") equal to sum of (i) the
                  Conversion Price in effect on the Redemption Date multiplied
                  by the number of Preferred Shares actually redeemed, and (ii)
                  all accrued but unpaid dividends on the Preferred Shares being
                  redeemed through the Redemption Date. In the event fails to
                  pay the Redemption Price in full on the Redemption Date,
                  interest shall accrue on the unpaid portion at the rate of ten
                  percent (10%) per annum, compounded daily.


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<PAGE>   10
                                    c. From and after the Redemption Date
                  (unless default shall be made by the Corporation in duly
                  paying the Redemption Price, in which case all the rights of
                  the holders of such shares shall continue) the holders of the
                  shares of the Preferred Shares called for redemption shall
                  cease to have any rights as shareholders of the Corporation
                  relating to such shares, except (i) the right to receive,
                  without interest other than as payable under Section 4(b),
                  above, the Redemption Price and (ii) if less than all of the
                  Preferred Shares represented by the certificate(s) surrendered
                  by the holder for redemption are actually redeemed, the right
                  to receive forthwith from the Corporation a new certificate
                  for the unredeemed shares, and the redeemed shares shall not
                  thereafter be transferred (except with the written consent of
                  the Corporation) on the books of the Corporation and shall not
                  be deemed outstanding for any purpose whatsoever. The
                  Preferred Shares not redeemed shall remain outstanding and
                  entitled to all the rights and preferences provided herein.

                                    d. There shall be no redemption of any
                  Preferred Shares of the Corporation where such action would be
                  in violation of applicable law.

                                    e. Upon any redemption of Preferred Shares
                  pursuant to this Section 4, the Preferred Shares which are so
                  redeemed shall not be reissued and, upon such redemption, the
                  number of authorized shares of the series to which the shares
                  of such Preferred Shares belonged shall be reduced by the
                  number of shares so redeemed.

                           5. Liquidation, Dissolution, Winding Up. In the event
                  of any voluntary or involuntary liquidation, dissolution or
                  winding up of the Corporation, the holders of the Preferred
                  Shares shall be entitled to receive in cash out of the assets
                  of the Corporation, 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 the
                  Common Stock, an amount equal to the Stated Value per
                  Preferred Share plus any accrued and unpaid dividends,
                  provided that, if the Preferred Funds are insufficient to pay
                  the full amount due to the holders of Preferred Shares and
                  holders of shares of other classes or series of preferred
                  stock of the Corporation that are of equal rank with the
                  Preferred Shares as to payments of Preferred Funds (the "PARI
                  PASSU SHARES"), then each holder of 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 percentage of the full amount of Preferred Funds
                  payable to all holders of Preferred Shares and Pari Passu
                  Shares. The purchase or redemption by the Corporation 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 Corporation. Neither the consolidation
                  nor merger of the Corporation with or into any other
                  corporation or corporations, nor the sale or transfer by the
                  Corporation of less than substantially all of its assets,
                  shall, for the purposes


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<PAGE>   11
                  hereof, be deemed to be a liquidation, dissolution or winding
                  up of the Corporation. No holder of Preferred Shares shall be
                  entitled to receive any amounts with respect thereto upon any
                  liquidation, dissolution or winding up of the Corporation
                  other than the amounts provided for herein.

                           6. Preferred Rank. All shares of Common Stock and any
                  series of preferred stock as may be issued after the date
                  hereof by the Corporation shall be of junior rank to all
                  Preferred Shares in respect to the preferences as to payments
                  of dividends and/or other distributions, including, without
                  limitation, distributions and payments upon the liquidation,
                  dissolution or winding up of the Corporation. The rights of
                  the holders of shares of Common Stock shall be subject to the
                  preferences and relative rights of the Preferred Shares.

                           7. Vote to Change the Terms of 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 two-thirds (2/3) of the then outstanding Preferred
                  Shares shall be required to:

                                    a.  amend, alter, change or repeal any of
                  the powers, preferences, privileges or rights of the Preferred
                  Shares; or

                                    b.  create any new class or series of shares
                  having preferences prior to the Preferred Shares as to
                  dividends or assets; or

                                    c.  amend the provisions of this Section 7;
                  or

                                    d.  alter or change any of the powers,
                  preferences, privileges or rights of the Common Stock.



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                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by                           its President and
                            -------------------------
                              its Secretary, this       day of July 1997.
-----------------------------                     -----



                                            MEHL/BIOPHILE INTERNATIONAL
                                            CORPORATION



                                            By:
                                                --------------------------------
                                                        President

                                            Attest:
                                                     ---------------------------
                                                        Secretary


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