1

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                      SERIES C CONVERTIBLE PREFERRED STOCK
                                       OF
                             AVAX TECHNOLOGIES, INC.

                         Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware

            AVAX TECHNOLOGIES, INC., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), does certify that,
pursuant to the authority conferred on the Board of Directors of the Corporation
by the Certificate of Incorporation of the Corporation and in accordance with
Section 151 of the General Corporation Law of the State of Delaware, the Board
of Directors of the Corporation adopted the following resolution establishing a
series of 120,000 shares of Preferred Stock of the Corporation designated as
"Series C Convertible Preferred Stock":

      RESOLVED, that pursuant to the authority conferred on the Board of
      Directors of this Corporation by the Certificate of Incorporation, as
      amended, a series of Preferred Stock, par value $.01 per share, of the
      Corporation is established and created, and that the designation and
      number of shares thereof and the voting and other powers, preferences and
      relative, participating, optional or other rights of the shares of such
      series and the qualifications, limitations and restrictions thereof are as
      follows:

Series C Convertible Preferred Stock

1. Designation and Amount. There shall be a series of Preferred Stock designated
as "Series C Convertible Preferred Stock" and the number of shares constituting
such series shall be 120,000. Such series is referred to herein as the "Series C
Convertible Preferred Stock". Such number of shares may be increased or
decreased by resolution of the Board of Directors of the Corporation; provided,
however, that no decrease shall reduce the number of shares of Series C
Convertible Preferred Stock to less than the number of shares then issued and
outstanding.

2. Dividends. Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series C Convertible Preferred Stock with respect to dividends and
distributions, the holders of shares of Series C Convertible Preferred Stock,
shall be entitled to receive dividends and distributions, when, as and if
declared by the Board of Directors of the Corporation out of funds legally
available for such purpose. If the Corporation declares a dividend or
distribution on the common stock, par value $.004 per share (the "Common
Stock"), of the Corporation, the holders of shares of Series C Convertible
Preferred Stock shall be entitled to receive for each share of Series C
Convertible Preferred Stock a dividend or distribution in the amount of the
dividend or distribution that would be received by a holder of the Common Stock
into which such share of Series C Convertible 
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                                                                               2


Preferred Stock is convertible on the record date for such dividend or
distribution. If the Corporation declares a dividend or distribution on any
other class or series of preferred stock, the holders of shares of Series C
Convertible Preferred Stock shall be entitled to receive a dividend or
distribution in an amount per share in proportion to the dividend or
distribution declared on a share of such other class or series based upon the
liquidation preference of a share of the Series C Convertible Preferred Stock
relative to that of a share of such other class or series, unless the holders of
at least 66-2/3% of the outstanding shares of Series C Convertible Preferred
Stock consent otherwise. In any such case, the Corporation shall declare a
dividend or distribution on the Series C Convertible Preferred Stock at the same
time that it declares a dividend or distribution on the Common Stock or such
other class or series of preferred stock and shall establish the same record
date for the dividend or distribution on the Series C Convertible Preferred
Stock as is established for such dividend or distribution on the Common Stock or
such other class or series of preferred stock. Each such dividend or
distribution will be payable to holders of record of the Series C Convertible
Preferred Stock as they appeared on the records of the Corporation at the close
of business on the record date declared for such dividend or distribution, as
shall be fixed by the Board of Directors of the Corporation. If the corporation
declares or pays a dividend or distribution on the Series C Convertible
Preferred Stock as a result of the declaration or payment of a dividend or
distribution on the Common Stock or any other class or series of preferred stock
as described above, the holders of the Series C Convertible Preferred Stock
shall not be entitled to any additional dividend or distribution solely because
such first dividend or distribution also required the declaration or payment of
a dividend or distribution on any other class or series of preferred stock. Any
reference to "distribution" contained in this Section 2 shall not be deemed to
include any distribution made in connection with any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary.

3. Liquidation Preference. In the event of (i) a liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, (ii) a sale or
other disposition of all or substantially all of the assets of the Corporation
or (iii) any consolidation, merger, combination, reorganization or other
transaction in which the Corporation is not the surviving entity or the shares
of Common Stock constituting in excess of 50% of the voting power of the
Corporation are exchanged for or changed into other stock or securities, cash
and/or any other property (a "Merger Transaction") (clauses 3(i), (ii) and (iii)
being collectively referred to as a "Liquidation Event"), after payment or
provision for payment of debts and other liabilities of the Corporation, the
holders of the Series C Convertible Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its shareholders, whether such assets are capital, surplus, or
earnings, before any payment or declaration and setting apart for payment of any
amount shall be made in respect of the stock junior to the Series C Convertible
Preferred Stock, an amount equal to $100.00 per share plus an amount equal to
all declared and unpaid dividends thereon (the "Liquidating Payment"); provided,
however, in the case of Section 3(iii), such $100.00 per share may be paid in
cash and/or securities (valued at the closing price (as defined below) of such
security) of the entity surviving such Merger Transaction. In case of any
Liquidation Event, (x) after payment to the holders of the Series C Convertible
Preferred Stock of their Liquidating Payment, each share of Series C Convertible
Preferred Stock then outstanding shall be converted in such Liquidating Event on
the terms set forth in Section 4 into the kind and amount of shares of stock or
other consideration receivable in 
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connection with such transaction by a holder of the number of shares of Common
Stock into which such shares of Series C Convertible Preferred Stock could have
been converted immediately prior to such transaction, and (y) the entire
remaining assets, if any, of the Corporation legally available for distribution,
shall be distributed among the holders of the Common Stock (including any
holders of Common Stock issued upon conversion of shares of Series C Convertible
Preferred Stock and any other series of preferred stock of the Corporation
entitled to participate on an as-converted basis in such transaction with the
Common Stock) in proportion to the shares of Common Stock then held by them. If
upon any Liquidation Event, whether voluntary or involuntary, the assets to be
distributed to the holders of the Series C Convertible Preferred Stock shall be
insufficient to permit the payment to such shareholders of the full Liquidating
Payment, then all of the assets of the Corporation to be distributed shall be so
distributed ratably to the holders of the Series C Convertible Preferred Stock
on the basis of the number of shares of Series C Convertible Preferred Stock
held. A consolidation or merger of the Corporation with or into another
corporation, other than in a transaction described in Section 3(iii), shall not
be considered a liquidation, dissolution or winding up of the Corporation or a
sale or other disposition of all or substantially all of the assets of the
Corporation and accordingly the Corporation shall make appropriate provision to
ensure that the terms of this Certificate of Designations survive such
transaction. All shares of Series C Convertible Preferred Stock shall rank as to
payment upon the occurrence of any of the events described in Sections 3(i),
(ii) and (iii) senior to the Common Stock as provided herein and, unless the
terms of such series shall provide otherwise, senior to all other series of the
Corporation's preferred stock but pari passu with the Corporation's Series B
Convertible Preferred Stock.

The "closing price" for each trading day shall be the reported last sales price
regular way or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices regular way, in either case
on the NASDAQ SmallCap Market or the NASDAQ National Market System ("NMS") (such
markets are collectively referred to as "NASDAQ") or, if the Common Stock is not
quoted on NASDAQ, on the principal national securities exchange on which the
Common Stock is listed or admitted to trading (based on the aggregate dollar
value of all securities listed or admitted to trading) or, if not listed or
admitted to trading on any national securities exchange or quoted on NASDAQ, the
average of the closing bid and asked prices in the over-the-counter market as
furnished by any NASD member firm selected from time to time by the Corporation,
for that purpose, or, if such prices are not available, the fair market value
set by, or in a manner established by, the Board of Directors of the Corporation
in good faith. "Trading day" shall have the meaning given in Section 4(c)(ii).

4. Conversion. (a) Right of Conversion. The shares of Series C Convertible
Preferred Stock shall be convertible, in whole or in part, at the option of the
holder thereof and upon notice to the Corporation as set forth in Section 4(b),
into fully paid and nonassessable shares of Common Stock and such other
securities and property as hereinafter provided. The shares of Series C
Convertible Preferred Stock shall be convertible initially at the rate of
30.76923 shares of Common Stock for each full share of Series C Convertible
Preferred Stock and shall be subject to adjustment as provided herein. For
purposes of this resolution, the "conversion rate" applicable to a share of
Series C Convertible Preferred Stock shall be the number of shares of Common
Stock and number or amount of any other securities and property as hereinafter
provided into which a share a Series C Convertible Preferred Stock is then
convertible and shall 
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                                                                               4


be determined by dividing $100.00 by the then existing conversion price. The
initial conversion price shall be $3.25 (the "conversion price").

(b) Conversion Procedures. (i) Any holder of shares of Series C Convertible
Preferred Stock desiring to convert such shares into Common Stock shall
surrender the certificate or certificates evidencing such shares of Series C
Convertible Preferred Stock at the office of the transfer agent for the Series C
Convertible Preferred Stock, which certificate or certificates, if the
Corporation shall so require, shall be duly endorsed to the Corporation or in
blank, or accompanied by proper instruments of transfer to the Corporation or in
blank, accompanied by irrevocable written notice to the Corporation that the
holder elects so to convert such shares of Series C Convertible Preferred Stock
and specifying the name or names (with address) in which a certificate or
certificates evidencing shares of Common Stock are to be issued. The Corporation
need not deem a notice of conversion to be received unless the holder complies
with all the provisions hereof. The Corporation will instruct the transfer agent
(which may be the Corporation) to make a notation of the date that a notice of
conversion is received, which date shall be deemed to be the date of receipt for
purposes hereof.

(ii) The Corporation shall, as soon as practicable after such deposit of
certificates evidencing shares of Series C Convertible Preferred Stock
accompanied by the written notice and compliance with any other conditions
herein contained, deliver at such office of such transfer agent to the person
for whose account such shares of Series C Convertible Preferred Stock were so
surrendered, or to the nominee or nominees of such person, certificates
evidencing the number of full shares of Common Stock to which such person shall
be entitled as aforesaid, together with a cash adjustment of any fraction of a
share as hereinafter provided. Subject to the following provisions of this
Section 4(b)(ii), such conversion shall be deemed to have been made as of the
date of such surrender of the shares of Series C Convertible Preferred Stock to
be converted, and the person or persons entitled to receive the Common Stock
deliverable upon conversion of such Series C Convertible Preferred Stock shall
be treated for all purposes as the record holder or holders of such Common Stock
on such date; provided, however, that the Corporation shall not be required to
convert any shares of Series C Convertible Preferred Stock while the stock
transfer books of the Corporation are closed for any purpose, but the surrender
of Series C Convertible Preferred Stock for conversion during any period while
such books are so closed shall become effective for conversion immediately upon
the reopening of such books as if the surrender had been made on the date of
such surrender, and the conversion shall be at the conversion rate in effect on
such surrender date. No adjustments in respect of any dividends on shares
surrendered for conversion or any dividend on the Common Stock issued upon
conversion shall be made upon the conversion of any shares of Series C
Convertible Preferred Stock.

(iii) All notices of conversion shall be irrevocable; provided, however, that if
the Corporation has sent notice of an event pursuant to Section 4(g), a holder
of Series C Convertible Preferred Stock may, at its election, provide in its
notice of conversion that the conversion of its shares of Series C Convertible
Preferred Stock shall be contingent upon the occurrence of the record date or
effectiveness of such event (as specified by such holder), provided that such
notice of conversion is received by the Corporation prior to such record date or
effective date, as the case may be.
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                                                                               5


(c) Certain Adjustments of Conversion Rate. In addition to adjustment pursuant
to Section 4(a), the conversion rate (and the corresponding conversion price)
shall be subject to adjustment from time to time as follows:

(i) In case the Corporation shall (A) pay a dividend in Common Stock or make a
distribution in Common Stock, (B) subdivide its outstanding Common Stock, (C)
combine its outstanding Common Stock into a smaller number of shares of Common
Stock or (D) issue by reclassification of its Common Stock other securities of
the Corporation, then in each such case the conversion rate in effect
immediately prior thereto shall be adjusted so that the holder of any shares of
Series C Convertible Preferred Stock thereafter surrendered for conversion shall
be entitled to receive the kind and number of shares of Common Stock or other
securities of the Corporation which such holder would have owned or would have
been entitled to receive immediately after the happening of any of the events
described above had such shares of Series C Convertible Preferred Stock been
converted immediately prior to the happening of such event or any record date
with respect thereto. Any adjustment made pursuant to this Section 4(c)(i) shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.

(ii) In case the Corporation shall issue rights, options, warrants or
convertible securities to all or substantially all holders of its Common Stock,
without any charge to such holders, entitling them to subscribe for or purchase
Common Stock at a price per share which is lower at the record date mentioned
below than the closing bid price (as defined below) for the trading day
immediately prior to such record date (the "Current Market Price"), then the
conversion rate shall be determined by multiplying the conversion rate
theretofore in effect by a fraction, of which the numerator shall be the number
of shares of Common Stock outstanding immediately prior to the issuance of such
rights, options, warrants or convertible securities plus the number of
additional shares of Common Stock offered for subscription or purchase, and of
which the denominator shall be the number of shares of Common Stock outstanding
immediately prior to the issuance of such rights, options, warrants or
convertible securities plus the number of shares which the aggregate offering
price of the total number of shares offered would purchase at such Current
Market Price. Such adjustment shall be made whenever such rights, options,
warrants or convertible securities are issued, and shall become effective
immediately and retroactive to the record date for the determination of
stockholders entitled to receive such rights, options, warrants or convertible
securities.

The "closing bid price" for each trading day shall be the reported closing bid
price on the NASDAQ or, if the Common Stock is not quoted on NASDAQ, on the
principal national securities exchange on which common stock is listed or
admitted to trading (based on the aggregate dollar value of all securities
listed or admitted to trading) or, if not listed or admitted to trading on any
national securities exchange or quoted on NASDAQ, the closing bid price in the
over-the-counter market as furnished by any NASD member firm selected from time
to time by the Corporation for that purpose, or, if such prices are not
available, the fair market value set by, or in a manner established by, the
Board of Directors of the Corporation in good faith. "Trading day" shall mean a
day on which the national securities exchange or NASDAQ used to determine the
closing bid price is open for the transaction of business or the reporting of
trades or, if the 
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                                                                               6


closing bid price is not so determined, a day on which NASDAQ is open for the
transaction of business.

(iii) In case the Corporation shall distribute (other than a distribution in
liquidation of the Corporation) to all or substantially all holders of its
Common Stock, without any charge to such holder, evidences of its indebtedness
or assets (excluding cash dividends or distributions out of earnings) or rights,
options, warrants or convertible securities containing the right to subscribe
for or purchase Common Stock (excluding those referred to in Section 4(c)(ii)),
then in each case the Corporation shall simultaneously distribute such evidences
of its indebtedness or assets or such rights, options, warrants or convertible
securities pro rata to the holders of the Series C Convertible Preferred Stock
on the record date or date of effectiveness, as the case may be, fixed for
determining the holders of Common Stock entitled to participate in such
distribution in an amount equal to the amount that such holders of Series C
Convertible Preferred Stock would have been entitled to receive had their shares
of Series C Convertible Preferred Stock been exchanged for Common Stock
immediately prior to the time for determination of the holders of Common Stock
entitled to participate in such distribution.

(iv) Upon the expiration of any rights, options, warrants or convertible
securities referred to in Section 4(c)(ii), if such shall not have been
exercised, the conversion rate shall, upon such expiration, be readjusted and
shall thereafter be such as it would have been had it been originally adjusted
(or had the original adjustment not been required, as the case may be) on the
basis of (A) the fact that the Common Stock, if any, was actually issued or sold
upon the exercise of such rights, options, warrants or conversion privileges,
and (B) the fact that such shares of Common Stock, if any, were issued or sold
for the consideration actually received by the Corporation upon such exercise
plus the consideration, if any, actually received by the Corporation for the
issuance, sale or grant of all such rights, options, warrants or conversion
privileges whether or not exercised

(v) No adjustment in the conversion rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in such rate;
provided, however, that the Corporation may make any adjustment that is less
than a 1% increase or decrease at its election; and provided, further, that any
adjustments which by reason of this Section 4(c)(v) are not required to be made
shall be carried forward and cumulated with amounts in any subsequent
adjustment. All calculations that shall be required pursuant to this Section 4
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.

(vi) Whenever the conversion rate is adjusted as provided in any provision of
this Section 4:

(A) the Corporation shall compute (or may retain a firm of independent public
accountants (which may be any such firm regularly employed by the Corporation)
to compute) the adjusted conversion rate in accordance with this Section 4 and
shall prepare a certificate signed by the principal financial officer of the
Corporation (or cause any such independent public accountants to execute a
certificate) setting forth the adjusted conversion rate and showing in
reasonable detail the facts upon which such adjustment is based, and such
certificate shall forthwith be filed with the transfer agent of the Series C
Convertible Preferred Stock; and
<PAGE>
                                                                               7


(B) a notice stating that the conversion rate has been adjusted and setting
forth the adjusted conversion rate, and as soon as practicable after an
adjustment is required, such notices shall be mailed by the Corporation to all
record holders of Series C Convertible Preferred Stock at their last addresses
as they shall appear in the stock transfer books of the Corporation.

(vii) In the event that at any time, as a result of any adjustment made pursuant
to this Section 4, the holder of any shares of Series C Convertible Preferred
Stock thereafter surrendered for conversion shall become entitled to receive any
shares of the Corporation other than shares of Common Stock or to receive any
other securities, the number of such other shares or securities so receivable
upon conversion of any share of Series C Convertible Preferred Stock shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions contained in this Section 4 with
respect to the Common Stock.

(d) No Fractional Shares. No fractional shares or scrip representing fractional
shares of Common Stock shall be issued upon conversion of Series C Convertible
Preferred Stock. If more than one certificate evidencing shares of Series C
Convertible Preferred Stock shall be surrendered for conversion at one time by
the same holder, the number of full shares issuable upon conversion thereof
shall be computed on the basis of the aggregate number of shares of Series C
Convertible Preferred Stock so surrendered. Instead of any fractional share of
Common Stock which would otherwise be issuable upon conversion of any shares of
Series C Convertible Preferred Stock, the Corporation shall pay a cash
adjustment in respect of such fractional interest in an amount equal to the same
fraction of the market price per share of Common Stock (which shall be the
closing price as defined in Section 3) at the close of business on the day of
conversion.

(e) Reservation of Shares; Transfer Taxes; Etc. (i) The Corporation shall at all
times reserve and keep available, out of its authorized and unissued stock,
solely for the purposed of effecting the conversion of the Series C Convertible
Preferred Stock, such number of shares of its Common Stock free of preemptive
rights as shall from time to time be sufficient to effect the conversion of all
shares of Series C Convertible Preferred Stock from time to time outstanding at
the then existing conversion price. The Corporation shall use its best efforts
from time to time, in accordance with the laws of the State of Delaware, to
increase the authorized number of shares of Common Stock if at any time the
number of shares of Common Stock not outstanding shall not be sufficient to
permit the conversion of all the then-outstanding shares of Series C Convertible
Preferred Stock.

(ii) The Corporation shall pay any and all issue or other taxes that may be
payable in respect of any issue or delivery of shares of Common Stock on
conversion of the Series C Convertible Preferred Stock. The Corporation shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue or delivery of Common Stock (or other securities
or assets) in a name other than that in which the shares of Series C Convertible
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of such tax or has established, to the satisfaction of
the Corporation, that such tax has been paid.

(iii) Notwithstanding anything to the contrary herein, before taking any action
that would cause an adjustment reducing the conversion rate or before any such
adjustment is made as a result of a 
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                                                                               8


Reset Event, in either event, such that the effective conversion price (for all
purposes an amount equal to $100.00 divided by the conversion rate as in effect
at such time) would be below the then par value of the Common Stock, the
Corporation shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and legally
issue fully paid and nonassessable shares of Common Stock at the conversion rate
as so adjusted.

(f) Prior Notice of Certain Events. In case: (i) the Corporation shall declare
any dividend (or any other distribution) on its Common Stock; or

(ii) the Corporation shall authorize the granting to all or substantially all
the holders of Common Stock as a class of rights or warrants to subscribe for or
purchase any shares of stock of any class or of any other rights or warrants; or

(iii) of any reclassification of Common Stock (other than a stock split,
subdivision or combination of the outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or
of any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or other property; or

(iv) of a Liquidation Event;

then the Corporation shall cause to be filed with the transfer agent for the
Series C Convertible Preferred Stock, and shall cause a notice to be mailed by
first class, postage prepaid to the holders of record of the Series C
Convertible Preferred Stock, at their last addresses as they shall appear upon
the stock transfer books of the Corporation, at least 20 days prior to the
applicable date hereinafter specified, stating (x) the date on which a record
(if any) is to be taken for the purpose of such dividend, distribution or
granting of rights or warrants or, if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such dividend,
distribution, rights or warrants are to be determined and a description of the
cash, securities or other property to be received by such holders upon such
dividend, distribution or granting of rights or warrants or (y) the date on
which such Liquidation Event or reclassification or share exchange is expected
to become effective, the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such exchange, dissolution,
liquidation or winding up and the consideration, including securities or other
property, to be received by such holders upon such event.

(g) Other Changes in Conversion Rate. (i) The Corporation from time to time may
increase the conversion rate by any amount for any period of time if the period
is at least 20 days and if the increase is irrevocable during the period.
Whenever the conversion rate is so increased, the Corporation shall mail to
holders of record of the Series C Convertible Preferred Stock a notice of the
increase at least 10 days before the date the increased conversion rate takes
effect, and such notice shall state the increased conversion rate and the period
it will be in effect.

(ii) The Corporation may make such increases in the conversion rate, in addition
to those required or allowed by this Section 4, as shall be determined by it, as
evidenced by a resolution of the Board of Directors of the Corporation, to be
advisable in order to avoid or diminish any 
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income tax to holders of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or subscribe
for stock or from any event treated as such for income tax purposes.

(h) Ambiguities/Errors. The Board of Directors of the Corporation shall have the
power to resolve any ambiguity or correct any error in the provisions relating
to the convertibility of the Series C Convertible Preferred Stock, and its
actions in so doing shall be final and conclusive.

5. Mandatory Conversion at Option of Corporation. If the Common Stock is listed
for quotation on the NMS, the Corporation, at its option, may cause the Series C
Convertible Preferred Stock to be converted in whole, or in part, on a pro rata
basis, into fully paid and nonassessable shares of Common Stock and such other
securities and property as herein provided if the closing bid price of Common
Stock shall have exceeded 300% of the then applicable conversion price for at
least 20 trading days in any 30 consecutive trading day period. Any shares of
Series C Convertible Preferred Stock so converted shall be treated as having
been surrendered by the holder thereof for conversion pursuant to Section 4 on
the date of such mandatory conversion (unless previously converted at the option
of the holder).

Not more than 60 days nor less than 10 days prior to the date of any such
mandatory conversion, notice by first class mail, postage prepaid, shall be
given to the holders of record of the Series C Convertible Preferred Stock to be
converted, addressed to such holders at their last addresses as shown on the
stock transfer books of the Corporation. Each such notice shall specify the date
fixed for conversion, the place or places for surrender of shares of Series C
Convertible Preferred Stock, and the then effective conversion rate pursuant to
Section 4.

Any notice which is mailed as herein provided shall be conclusively presumed to
have been duly given by the Corporation on the date deposited in the mail,
whether or not the holder of the Series C Convertible Preferred Stock receives
such notice; and failure properly to give such notice by mail, or any defect in
such notice, to the holders of the shares to be converted shall not affect the
validity of the proceedings for the conversion of any other shares of Series C
Convertible Preferred Stock. On or after the date fixed for conversion as stated
in such notice, each holder of shares called to be converted shall surrender the
certificate evidencing such shares to the Corporation at the place designated in
such notice for conversion. Notwithstanding that the certificates evidencing any
shares properly called for conversion shall not have been surrendered, the
shares shall no longer be deemed outstanding and all rights whatsoever with
respect to the shares so called for conversion (except the right of the holders
to convert such shares upon surrender of their certificates therefor) shall
terminate.

6. Voting Rights.

(a) General. Except as otherwise provided herein, in the Certificate of
Incorporation, as amended, or the Bylaws of the Corporation, the holders of
shares of Series C Convertible Preferred Stock, the holders of shares of Common
Stock and the holders of any other class or series of shares entitled to vote
with the Common Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Corporation. In any such vote, each share of
Series C Convertible Preferred Stock shall entitle the holder thereof to cast
the number of votes 
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equal to the number of votes which could be cast in such vote by a holder of the
Common Stock into which such share of Series C Convertible Preferred Stock is
convertible on the record date for such vote, or if no record date has been
established, on the date such vote is taken. Any shares of Series C Convertible
Preferred Stock held by the Corporation or any entity controlled by the
Corporation shall not have voting rights hereunder and shall not be counted in
determining the presence of a quorum.

(b) Class Voting Rights. In addition to any vote specified in Section 6(a), so
long as 25% of the shares of Series C Convertible Preferred Stock shall be
outstanding, the Corporation shall not, without the affirmative vote or consent
of the holders of at least 66-2/3% of all outstanding shares of Series C
Convertible Preferred Stock voting separately as a class, (i) amend, alter or
repeal any provision of the Certificate of Incorporation, as amended, or the
Bylaws of the Corporation so as to affect adversely the relative rights,
preferences, qualifications, limitations or restrictions of the Series C
Convertible Preferred Stock, (ii) authorize or issue, or increase the authorized
amount of, any additional class or series of stock, or any security convertible
into stock of such class or series, ranking prior to the Series C Convertible
Preferred Stock upon liquidation, dissolution or winding up of the Corporation
or a sale of all or substantially all of the assets of the Corporation or as to
dividends or distributions. A class vote on the part of the Series C Convertible
Preferred Stock shall, without limitation, specifically not be deemed to be
required (except as otherwise required by law or resolution of the Board of
Directors of the Corporation) in connection with: (a) the authorization,
issuance or increase in the authorized amount of Common Stock or of any shares
of any other class or series of stock ranking junior to or pari passu with the
Series C Convertible Preferred Stock in respect of distributions upon
liquidation, dissolution or winding up of the Corporation; (b) the
authorization, issuance or increase in the amount of the Series C Convertible
Preferred Stock or any bonds, mortgages, debentures or other obligations of the
Corporation (other than bonds, mortgages, debentures or other obligations
convertible into or exchangeable for or having option rights to purchase any
shares of stock of the Corporation the authorization issuance or increase in
amount of which would require the consent of the holders of the Series C
Convertible Preferred Stock); or (c) any consolidation or merger of the
Corporation with or into another corporation, a sale or transfer of all or part
of the Corporation's assets for cash, securities or other property, or a
compulsory share exchange.

7. Outstanding Shares. For purposes of this Certificate of Designations, all
shares of Series C Convertible Preferred Stock shall be deemed outstanding
except (i) from the date, or the deemed date, of surrender of certificates
evidencing shares of Series C Convertible Preferred Stock, all shares of Series
C Convertible Preferred Stock converted into Common Stock, (ii) from the date of
registration of transfer, all shares of Series C Convertible Preferred Stock
held of record by the Corporation or any subsidiary of the Corporation and (iii)
any and all shares of Series C Convertible Preferred Stock held in escrow prior
to delivery of such stock by the Corporation to the initial beneficial owners
thereof.

8. Status of Acquired Shares. Shares of Series C Convertible Preferred Stock
received upon conversion pursuant to Section 4 or Section 5 or otherwise
acquired by the Corporation will be restored to the status of authorized but
unissued shares of Preferred Stock, without designation as to class, and may
thereafter be issued, but not as shares of Series C Convertible Preferred Stock.
<PAGE>
                                                                              11


9. Preemptive Rights. The Series C Convertible Preferred Stock is not entitled
to any preemptive or subscription rights in respect of any securities of the
Corporation.

10. Severability of Provisions. Whenever possible, each provision hereof shall
be interpreted in a manner as to be effective and valid under applicable law,
but if any provision hereof is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining provisions hereof. If a court of competent jurisdiction should
determine that a provision hereof would be valid or enforceable if a period of
time were extended or shortened or a particular percentage were increased or
decreased, then such court may make such change as shall be necessary to render
the provision in question effective and valid under applicable law.

IN WITNESS WHEREOF, AVAX TECHNOLOGIES, INC. has caused this certificate to be
signed on its behalf by Jeffrey M. Jonas, M.D., its President and Chief
Executive Officer, this 1st day of March, 1999.

                                         AVAX TECHNOLOGIES, INC.


                                         By: /s/  Jeffrey M. Jonas, M.D.
                                            ------------------------------------
                                         Name:  Jeffrey M. Jonas, M.D.
                                         Title: President and Chief
                                                Executive Officer