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                                                                             4.1

                           CERTIFICATE OF DESIGNATION

                                       OF

                                 BIOQUEST, INC.

                    Certificate of Designations, Preferences
                            Rights and Limitations of
                     SERIES A 8% CONVERTIBLE PREFERRED STOCK
            under Section 151 of the Delaware General Corporation Law

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

         Warren C. Lau and Robert Whitworth HEREBY CERTIFY that they are,
respectively, the President and Secretary, of BIOQUEST, INC. (the
"Corporation"), a corporation organized and existing under the laws of the State
of Delaware, and that, pursuant to (i) authority conferred upon the Board of
Directors by the Corporation's Certificate of Incorporation and (ii) Section 151
of the Delaware General Corporation Law, the Board of Directors of the
Corporation has duly adopted the following resolution providing for the issuance
of a series of convertible preferred stock, as follows:

                  RESOLVED, that, pursuant to authority expressly granted to and
         vested in the Board of Directors by the provisions of the Certificate
         of Incorporation and Section 151 of the Delaware General Corporation
         Law, the Board of Directors hereby creates a series consisting of 8,000
         shares of Series A 8% Convertible Preferred Stock of the Corporation,
         and hereby fixes the powers, designation, preferences and rights of the
         shares of such Series, and the qualifications, limitations, or
         restrictions thereof (in addition to those provisions set forth in the
         Certificate of Incorporation which may be applicable to the Preferred
         Stock), as follows:

         FIRST: Pursuant to authority contained in the Corporation's Certificate
of Incorporation, Eight Thousand (8,000) authorized but unissued shares of the
Corporation's capital stock, $.01 par value, have been duly reclassified by the
Board of Directors of the Corporation as authorized but unissued shares of
Series A 8% Convertible Preferred Stock.
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         SECOND: A description of the Series A 8% Convertible Preferred Stock
and of the powers, designation, preferences and rights of the shares of such
Series, and the qualifications, limitations, or restrictions thereof, is as
follows:

         1.       DESIGNATION AND PAR VALUE.

                  The formal designation of the shares so reclassified by the
Board of Directors shall be Series A 8% Convertible Preferred Stock (referred to
herein for convenience as "Series A Preferred Stock" or as "Preferred Shares").
The par value of Series A Preferred Stock is $.01 per share.

         2.       LIQUIDATION PREFERENCE AND RANKING.

                  (a) Upon any voluntary or involuntary liquidation, dissolution
or winding up of the business and affairs of the Corporation, and before the
holders of shares of Common Stock or any other class or series of stock of the
Corporation ranking junior on liquidation to the Series A Preferred Stock shall
be entitled to any payment on account of such shares, the holders of whole or
fractional Series A Preferred Stock then outstanding shall be entitled to
receive, as a liquidation preference, an amount equal to One Thousand
(US$1,000.00) U.S. Dollars per share (the "Original Cost"), plus any accrued but
unpaid dividends (the Original Cost plus such accrued but unpaid dividends being
referred to as the "Liquidation Preference") to which such shareholders have
become entitled and which have not theretofore been paid. After the holders of
Series A Preferred Stock shall have received such payment of the Liquidation
Preference plus all accrued and unpaid dividends in the course of such
liquidation, dissolution or winding up, they shall have no right or claim to any
of the remaining assets of the Corporation.

                  (b) If upon any liquidation, dissolution or winding up, the
Corporation shall have insufficient funds to permit payment to the holders of
Series A Preferred Stock then


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outstanding of the entire amount to which they are entitled as a Liquidation
Preference thereunder, then such funds as are available for such purpose shall
be distributed among such holders on the basis of the number of shares of Series
A Preferred Stock held by each such holder so that, as nearly as may be
practicable, the amount each such holder shall receive shall represent the same
proportion of such available funds as such holder's total holding of shares of
Series A Preferred Stock represents of the total shares of Series A Preferred
Stock at the time outstanding.

                  (c) For all purposes under this Certificate of Designation,
all shares of Series A Preferred Stock shall be of equal rank with each other.

         3.       DIVIDENDS.

                  (a) The holders of Series A Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors of the
Corporation, out of capital surplus or earnings at the time legally available
therefor, dividends at the annual rate of 8% per share, payable (at the election
of the holder) in cash or in fully-paid and non-assessable whole and/or
fractional shares of Series A Preferred Stock which shall be valued, for this
purpose, at an amount equal to the Original Cost. Dividends shall accrue,
whether or not declared, unless such dividends are then prohibited by the
provisions of the Delaware General Corporation Law or the Corporation's
Certificate of Incorporation.

                  (b) Dividends shall be cumulative and shall be payable
semi-annually on June 30 and on December 31, to stockholders of record on the
immediately preceding June 15th and December 15th, respectively, or such other
record date fixed for the purpose by the Board of Directors. Dividends payable
with respect to any shares of Series A Preferred Stock for the initial dividend
period and for any period less than a full six-month period shall accrue from
the date of issuance of such shares of Series A Preferred Stock on which such
dividends are payable,


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and shall be computed and apportioned on the basis of a 180-day period composed
of six 30-day months. Holders of Series A Preferred Stock shall not be entitled
to any dividends in excess of the full dividends provided for herein, and no
interest or sum of money in lieu of interest shall be payable in respect of any
dividend payment which may be in arrears. No dividends shall be payable on any
fractional or full shares of Series A Preferred Stock which shall have been
declared, paid or distributed as dividends on outstanding Preferred Shares.

         4.       NO DIVIDENDS OR DISTRIBUTIONS TO JUNIOR SECURITIES.

                  Except as may be otherwise provided in this Certificate of
Designation, so long as any shares of Series A Preferred Stock are outstanding,
no dividends shall be declared or paid or set aside for payment, and no other
distribution shall be declared or made, upon any Common Stock of the Corporation
or upon any other shares of a class or series of stock which is junior in right
and ranking to the Series A Preferred Stock, unless all amounts then due to the
holders of Series A Preferred Stock, including the dividends provided for
herein, have been paid.

         5.       VOTING RIGHTS.

                  Except as otherwise expressly provided herein or as provided
by law, the Series A Preferred Stock shall have no voting rights. However,
notwithstanding the foregoing, the written consent or affirmative vote of the
holders of a majority of the outstanding Series A Preferred Stock is required to
approve (i) any proposed amendment to the Corporation's Certificate of
Incorporation that would materially alter or change the powers, preferences, or
special rights of the Series A Preferred Stock so as to affect the holders
adversely, and (ii) any plan of merger or consolidation that contains provisions
which, if contained in a proposed amendment to the Corporation's Certificate of
Incorporation, would have entitled the holders of the Series A Preferred Stock
to vote, as a class, on the issue.


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         6.       CONVERSION RIGHTS.

                  The Preferred Shares and any fractional Preferred Shares
(including, for such purposes, any shares and fractional shares issued or
issuable as dividends) will be entitled to the following rights of exchange and
conversion, subject to any limitations and conditions provided in this
Certificate of Designation:

                  (a) (i) The Series A Preferred Stock will be convertible into
         Common Stock at the election of the holder made at any time (i) after
         the Corporation becomes registered with the Securities and Exchange
         Commission (the "SEC") under the Securities Act of 1933, as amended or
         Securities Exchange Act of 1934, or (ii) six months after issuance of
         the Preferred Stock (the initial issuance date of such Preferred Stock
         to be referred to as the "Minimum Closing Date"), whichever occurs
         first. Each share of Series A Preferred Stock will be convertible into
         250 shares of the Corporation's Common Stock, which is equal to a
         conversion price of US$4.00 per share. Each holder who elects to
         convert the Preferred Shares shall surrender and deliver to the
         Corporation or to the exchange agent or transfer agent designated for
         such purpose by the Corporation, certificates for the Preferred Shares
         being exchanged, or exchanged and converted as the case may be, as set
         forth in such holder's election as described in the immediately
         preceding sentence. Within five (5) business days thereafter, the
         Corporation will cause to be issued to each holder certificates
         representing shares of Common Stock being issued in exchange for such
         Preferred Shares.

                  (b) Other than as set forth in Paragraph (a) of this Section
6, the holders of Series A Preferred Stock will not have any right to convert
their Preferred Shares prior to the


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earlier of (i) the six month anniversary of the issuance of the Preferred Stock
or (ii) the Corporation's issuance of a Redemption Notice as provided in Section
8.

                  (c) A right to convert Preferred Shares into shares of Common
Stock under this Section 6 shall be exercised by a holder by delivering to the
Corporation during regular business hours, or to such agent as may be designated
by the Corporation, the original certificate or certificates for the shares to
be converted, duly endorsed or assigned either in blank or to the Corporation,
accompanied by written notice in substantially the form annexed hereto as
Exhibit A, stating that the holder elects to convert such shares (or the amount
thereof as to which the conversion right is to be exercised, which amount shall
be not less than that represented by shares having an aggregate Original Cost of
$5,000) and stating the name or names (with address and Social Security or
Federal Taxpayer Identification Number or other applicable governmental
identification) in which the certificate or certificates for the shares of
Common Stock are to be issued. Conversion shall be deemed to have been effected
on the date when the aforesaid delivery is made (the "Conversion Date"). As
promptly as practicable thereafter, the Corporation shall issue and deliver to
such holder (or upon the written order of such holder) to the place designated
by such holder, a certificate or certificates for the number of shares of Common
Stock to which such holder is entitled. The person in whose name the certificate
or certificates for Common Stock are to be issued shall be deemed to have become
a stockholder of record on the applicable Conversion Date unless the transfer
books of the Corporation are closed on that date, in which event such person
shall be deemed to have become a stockholder of record on the next succeeding
date on which the transfer books are open. Upon conversion of only a portion of
the number of shares covered by a certificate representing shares of Series A
Preferred Stock surrendered for conversion, the Corporation shall issue and
deliver to such holder, or upon


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the written order of the holder of the certificate so surrendered for
conversion, at the expense of the Corporation, a new certificate covering the
number of shares of Series A Preferred Stock representing the unconverted
portion of the certificate so surrendered.

                  (d) The Corporation shall, at all times when Series A
Preferred Stock shall be outstanding, reserve and keep available out of its
authorized but unissued stock, for the purpose of effecting the conversion of
Series A Preferred Stock, such number of its duly authorized shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock.

                  (e) All shares of Common Stock which may be issued in
connection with the conversion provisions set forth herein will, upon issuance
by the Corporation, be validly issued, fully paid and non-assessable. No
adjustment shall be made for dividends on any share of Series A Preferred Stock
which is being converted (unless such dividends have been accrued and are unpaid
as of the Conversion Date) or on any share of Common Stock issued on exercise of
a holder's Conversion Right.

                  (f) No fractional shares of Common Stock shall be issued upon
conversion of the Series A Preferred Stock and, in lieu of any fractional shares
to which the holder would otherwise be entitled, the number of shares of Common
Stock issuable upon conversion shall be rounded to the nearest whole number.

                  (g) All shares of Series A Preferred Stock which shall have
been surrendered for conversion or exchange as herein provided shall no longer
be deemed to be outstanding, and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall immediately
cease and terminate on the Conversion Date, with respect Preferred Shares which
have been converted, and on the specified effective date of exchange for
Preferred Shares


                                       -7-
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which have been exchanged, except only the right of the holders thereof to
receive shares of Common Stock, in conversion or exchange therefor. Any shares
of Series A Preferred Stock so converted or exchanged shall be retired and
canceled and shall not be reissued, and the Corporation (without the need for
stockholder action) may from time to time take such appropriate action as may be
necessary to reduce the authorized number of shares of Series A Preferred Stock
accordingly.

                  (h) The Corporation shall pay any and all issue and other
taxes that may be payable in respect of any issuance or delivery of shares of
Common Stock upon conversion of shares of Series A Preferred Stock pursuant to
this Section 6. The Corporation shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of shares of Common Stock in a name other than that in which the shares
of Series A Preferred Stock so converted were registered, and no such issuance
or delivery shall be made unless and until the person or entity requesting such
issuance has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

         7.       ADJUSTMENTS TO CONVERSION PRICE.

                  The Conversion Price (which is initially established at
US$4.00 per share of Common Stock) in effect from time to time shall be subject
to adjustment (to the nearest cent) from time to time as follows:

                  (a) If the Corporation, at any time after the Minimum Closing
Date and at any time prior to the conversion of a Preferred Share shall have
subdivided its outstanding shares of Common Stock by recapitalization,
reclassification or split-up thereof, or if the Corporation shall have declared
a stock dividend or distributed shares of Common Stock to its stockholders, the


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Conversion Price immediately prior to such conversion shall be proportionately
increased; and if the Corporation, prior to such conversion, shall have at any
time combined the outstanding shares of Common Stock by recapitalization,
reclassification or comparable combination thereof, the Conversion Price
immediately prior to such conversion shall be proportionately increased.

                  (b) In case the Corporation, six months after the Minimum
Closing Date, shall consolidate with or merge into another corporation or convey
all or substantially all of its assets to another corporation, then, and in each
such case, the Conversion Price shall be adjusted in such manner that the holder
of Preferred Shares, upon the conversion thereof as provided in Section 6 above,
at any time after the consummation of such consolidation, merger or conveyance,
shall be entitled to receive the securities or property to which such holder
would have been entitled upon such consummation if such holder had exercised his
right to convert such Preferred Shares immediately prior thereto.

                  (c) In case the Corporation, within two years from the Minimum
Closing Date, sells Common Stock in a private placement or in a underwritten
public offering at a price per share which is less than the Conversion Price,
the Corporation will disclose the terms to the holder of the Preferred Shares
and will issue a sufficient number of additional shares of Common Stock to each
holder of Preferred Shares so as to reduce the effective Conversion Price to the
level established in such private placement or public offering.

                  (d) For purposes hereof, the term "Additional Shares of Common
Stock" shall mean all shares of Common Stock issued by the Corporation after the
Minimum Closing Date, or the maximum number of shares of Common Stock issuable
upon conversion or exchange of any securities (including, for this purpose,
preferred stock other than the Preferred Shares, and notes and debentures)
convertible into Common Stock ("Convertible Securities"), but not warrants or


                                       -9-
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options issued after the Minimum Closing Date, except to the extent such
warrants or options are actually exercised.

                  (e) In the event the Corporation shall at any time after the
Minimum Closing Date issue Additional Shares of Common Stock, (except for
issuances of Common Stock described in paragraph (g) below) without
consideration or for a consideration per share less than the applicable
Conversion Price in effect immediately prior to such issuance (such amount being
defined as the "Adjustment Base Price"), then and in such event, such Conversion
Price shall be reduced, concurrently with such issuance, to a price (calculated
to the nearest cent) determined by multiplying such Conversion Price by a
fraction: (A) the numerator of which shall be (1) the number of shares of Common
Stock outstanding immediately prior to such issuance plus (2) the quotient
derived by dividing the aggregate consideration received from such issuance of
Additional Shares of Common Stock by the Adjustment Base Price; and (B) the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issue plus the number of such Additional Shares of
Common Stock so issued.

                  (f) For purposes of Paragraph (e) of this Section 7, the
consideration received by the Corporation for the issue of any Additional Shares
of Common Stock referred to therein shall be computed as follows:

                  Cash and Property:  Such consideration shall:

                           (I) insofar as it consists of cash, be computed at
                           the gross amount of aggregate cash received by the
                           Corporation, excluding amounts paid or payable for
                           accrued interest and the costs of the issuance;


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                           (II) insofar as it consists of property other than
                           cash, be computed at the fair market value thereof at
                           the time of such issue, as determined in good faith
                           by the Board of Directors; and

                           (III) in the event Additional Shares of Common Stock
                           are issued together with other shares or securities
                           or other assets of the Corporation for consideration
                           which covers both, be the proportion of such
                           consideration so received, computed as provided in
                           clauses (I) and (II) above, as determined in good
                           faith by the Board of Directors.

                  (g) Notwithstanding anything to the contrary contained in this
Section 7 or elsewhere in this Certificate of Designation, the following
issuances, transactions or occurrences shall be excluded from those events
requiring any adjustment in accordance with this Section 7:

                           (i)      The accrual or payment in kind of dividends
                                    on the Series A Preferred Stock;

                           (ii)     The issuance or re-issuance of the Preferred
                                    Shares to any investors in the private
                                    placement offering of the Preferred Shares
                                    (or any subsequent issuance or reissuance to
                                    their transferees) and any exchange,
                                    conversion or redemption of any Preferred
                                    Shares (and of any shares of Series A
                                    Preferred Stock representing dividends paid
                                    in kind) in accordance with provisions
                                    governing such exchange, conversion or
                                    redemption as set forth in the Corporation's
                                    Articles of Incorporation, Certificate of
                                    Designation and By-Laws;


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                           (iii)    The issuance to any of the Corporation's
                                    executives, directors, employees and
                                    consultants of options, warrants or shares
                                    granted under any incentive, stock option,
                                    bonus or other benefit plan, program or
                                    policy of the Corporation, provided that
                                    such issuances in the aggregate do not
                                    exceed 15% in the aggregate of the
                                    Corporation's then outstanding shares of
                                    Common Stock;

                           (iv)     The issuance of shares of Common Stock upon
                                    the exercise of any option or warrant of the
                                    Corporation outstanding on the Minimum
                                    Closing Date;

                           (v)      The issuance of shares of Common Stock, or
                                    warrants or options for the purchase of
                                    shares of Common Stock, to pay, settle or
                                    compromise any Corporation obligations to
                                    suppliers, vendors, contractors, licensors
                                    and joint venture partners; and

                           (vi)     The future issuance of shares, or options or
                                    warrants for the purchase of shares, in any
                                    previously negotiated private placement
                                    transaction which was pending between the
                                    Corporation and a United States technology
                                    or biotechnology investment fund before the
                                    Minimum Closing Date.

                  (h) The Corporation will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Section 7 and in the


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taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the holders of the Series A Preferred Stock against
impairment.

                  (i) Upon the occurrence of each adjustment or readjustment of
the Conversion Price pursuant to this Section 7, the Corporation at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each holder of Series A Preferred Stock, upon the
request of such holder, a certificate setting forth such adjustment or
readjustment and showing the facts upon which such adjustment or readjustment is
based and the then Conversion Price.

         8.       REDEMPTION.

                  (a) The Corporation, at its sole option, expressed by
resolution of its Board of Directors, may call for redemption and may redeem
shares of Series A Preferred Stock in whole, or from time to time in part, upon
notice as set forth below, at any time the closing price of the Common Stock of
the Corporation remains at a level of at least US$8.00 per share for a period of
at least 20 consecutive trading days, provided, however, that the Corporation is
listed on the American Stock Exchange or the Nasdaq SmallCap Market System or
the Nasdaq National Market System at the time of such redemption. The redemption
price shall be equal to the Liquidation Preference.

                  (b) In addition, beginning at any time after July 1, 2003, the
Corporation, at its sole option, expressed by resolution of its Board of
Directors, may call for redemption and may redeem shares of Series A Preferred
Stock in whole, or from time to time in part, upon notice as set forth below.
The redemption price per share of Series A Preferred Stock shall be equal to
105% of the Liquidation Preference plus accrued and unpaid dividends.


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                  (c) Notice of any redemption of the Series A Preferred Stock
(the "Redemption Notice") shall be given at least 30 days prior to the date
fixed in such notice for such redemption (the "Redemption Date") to each holder
of record of shares of Series A Preferred Stock, at such holder's address as the
same shall appear on the books of the Corporation. Such notice shall specify the
time and place of redemption, the redemption price, and, if less than all the
outstanding Preferred Shares are to be redeemed, shall also specify the
proportion of shares which are to be redeemed.

                  (d) If any such notice of redemption shall have been duly
given and if, on or before the Redemption Date specified therein, all funds
necessary for such redemption shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for the pro rata benefit of
the holders of the shares so called for redemption, so as to be and continue to
be available therefor, then, notwithstanding that any certificate for shares so
called for redemption shall not have been surrendered for cancellation, all
shares so called for redemption shall no longer be deemed outstanding on and
after the Redemption Date, and the right to receive dividends thereon and all
other rights with respect to such shares shall forthwith on such Redemption Date
cease and terminate, except only the right of the holders thereof to receive the
amount payable on redemption, without interest.

                  (e) From and after the giving of the notice of redemption,
holders of Series A Preferred Stock shall continue to have the conversion rights
provided in Section 6, which rights shall continue in effect until the
Redemption Date.

                  (f) Shares of Series A Preferred Stock which have been
redeemed, purchased or otherwise acquired by the Corporation shall be canceled
and shall not be subject to re-issuance by the Corporation for any purpose.


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         9.       GENERAL.

                  (a) The Corporation shall not amend, alter or repeal the
preferences, special rights or other powers of the Series A Preferred Stock so
as to affect adversely the Series A Preferred Stock, without the written consent
or affirmative vote of the holders of a majority of the then outstanding shares
of Series A Preferred Stock, given in writing or by vote at a meeting,
consenting or voting (as the case may be) separately as a class, in accordance
with applicable law. For this purpose, without limiting the generality of the
foregoing, the authorization of any shares of capital stock with preference or
priority over the Series A Preferred Stock as to the right to receive either
dividends or amounts distributable upon liquidation, dissolution or winding up
of the Corporation shall be deemed to affect adversely the Series A Preferred
Stock, and the authorization of any shares of capital stock on a parity with
Series A Preferred Stock as to the right to receive either dividends or amounts
distributable upon liquidation, dissolution or winding up of the Corporation
shall not be deemed to affect adversely the Series A Preferred Stock.

                  (b) The number of authorized shares of Series A Preferred
Stock may be increased (but only for the purpose of providing a sufficient
number of authorized Preferred Shares for the payment of dividends on
outstanding Preferred Shares) or decreased (but not below the number of shares
then outstanding) by the directors of the Corporation.

                  (c) Any of the rights of the holders of Series A Preferred
Stock set forth herein may be waived by the affirmative vote of the holders of a
majority of the shares of Series A Preferred Stock then outstanding.

                  (d) Fractional shares of Series A Preferred Stock may be
issued as required in connection with the payment of dividends or transfers of
Preferred Shares among holders.

         10.      NOTICES.


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                  (a) Any notices required to be given to any holder of Series A
Preferred Stock shall be deemed properly given if deposited in the United States
mail, postage prepaid, or sent by facsimile or by overnight or express delivery
service, followed by duplicate notice via United States first class mail,
postage prepaid, and addressed to the holder of record at such holder's address
appearing at the books of the Corporation.

                  (b)      In case:

                           i.       of any capital reorganization of the
                                    Corporation, any reclassification of the
                                    capital stock of the Corporation, any
                                    consolidation or merger of the Corporation
                                    with or into another corporation, or any
                                    conveyance of all or substantially all of
                                    the assets of the Corporation to another
                                    corporation; or

                           ii.      of any voluntary or involuntary dissolution,
                                    liquidation or winding up of the
                                    Corporation; or

                           iii.     any other event specified in this
                                    Certificate requiring the taking of such a
                                    record,

                  Then, and in each such case, the Corporation shall mail or
cause to be mailed to each holder a notice specifying, as the case may be, the
date on which a record is to be taken for the foregoing purposes and providing
the information reasonably required in order enable the holders of record of
Preferred Shares to exercise the rights conferred by this Certificate of
Designation.

         THIRD: The reclassification of authorized but unissued shares as set
forth in this Certificate of Designation does not increase the authorized
capital of the Corporation or the aggregate par value thereof.


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         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation for its Series A 8% Convertible Preferred Stock to be duly executed
by its President and by its Secretary, respectively, this 11th day of September,
2000.

                                          BIOQUEST, INC.


                                          By: /s/ WARREN C. LAU
                                              ----------------------------------
                                              Warren C.  Lau
                                              President

                                          By: /s/ ROBERT D. WHITWORTH
                                              ----------------------------------
                                              Robert D. Whitworth
                                              Secretary

         [Corporate Seal]


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                                                                       EXHIBIT A

                           BIOQUEST, INC. CORPORATION

                             NOTICE OF CONVERSION OF

                     SERIES A 8% CONVERTIBLE PREFERRED STOCK

        (To be Executed by the Registered Holder in order to Convert the
                            Series A Preferred Stock)


         The undersigned Holder hereby irrevocably elects to convert ____ shares
of Series A Preferred Stock, represented by stock certificate No(s). ___________
(the "Preferred Stock Certificates") into shares of common stock ("Common
Stock") of BioQuest, Inc. according to the conditions set forth in the
Certificate of Designation for Series A Preferred Stock, as of the date written
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto and is delivering herewith such certificates. No fee will be charged to
the Holder for any conversion, except for transfer taxes, if any. A copy of each
of the Preferred Stock Certificates being converted is attached hereto.

         Date of Submission:        _________________________

         Number of Shares of Series A 8% Convertible
         Preferred  Stock to be Converted: ___________________


         Name of Holder: _____________________________

         By:      _____________________________________
                              (Signature)

         Title:   _____________________________________

         Address:  ___________________________________

         Social Security or

         Federal Taxpayer ID No:_______________________


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IMPORTANT

         No shares of Common Stock will be issued until the original Series A
Preferred Stock Certificate(s) to be converted and the Notice of Conversion are
received by the Corporation. The Holder shall fax, or otherwise deliver, a copy
of this completed and fully executed Notice of Conversion to the Corporation at
the office of the Corporation or such other location designated by the
Corporation and shall deliver, at the same time, the original Series A Preferred
Stock Certificate(s) representing the Series A Preferred Stock being converted,
duly endorsed for transfer.


                                      -19-