CERTIFICATE OF AMENDMENT TO THE DESIGNATION
               OF RIGHTS AND PREFERENCES RELATED TO
  SERIES C 8% CUMULATIVE CONVERTIBLE NON-VOTING PREFERRED STOCK
                     OF BIOMUNE SYSTEMS, INC.

     The undersigned, being the President and the Secretary of Biomune
Systems, Inc., a Nevada corporation, do hereby certify and declare as
follows:

     1. The name of the Corporation is Biomune Systems, Inc.;

     2. Attached hereto as Exhibit "A" and incorporated herein by this
reference is a true and correct copy of the amendment to Sections 5(a),
5(b), and 9 and new Section 11 of the Designation of Rights and Preferences
related to the Series C 8% Cumulative Convertible Non-Voting Preferred Stock
of Biomune Systems, Inc.

     3. The amendments described above were adopted by the Corporation's
Board of Directors by Unanimous Written Consent dated July __, 1997,
pursuant to Section 78.315 of the Nevada Private Corporations Act and are
being filed with the Nevada Secretary of State pursuant to Section 78.195
and Section 78.207 of the Nevada Private Corporations Act.

     4. The above-referenced amendments were consented to by a majority of
the current holders of a majority of the shares of the Corporation's Series
C 8% Cumulative Convertible Non-Voting Preferred Stock as required by
Section 4 of the Designation of Rights and Preferences related to the Series
C 8% Cumulative Convertible Non-Voting Preferred Stock.

     5. The current number of authorized shares and the par value of each
class and series of shares before the amendment is as follows:

     (a)    Common Stock, $0.0001 par value per share: 500,000,000
     (b)    Preferred Stock, $0.0001 par value per share: 50,000,000, which
            have been designated as follows:
            (i)   Series A 10% Cumulative Convertible Preferred Stock:
                  1,075,000
            (ii)  Series B 10% Cumulative Convertible Non-Voting Preferred
                  Stock: 1,000,000
            (iii) Series C 8% Cumulative Convertible Non-Voting Preferred
                  Stock: 10,000
            (iv)  Series D 8% Cumulative Convertible Non-Voting Preferred
                  Stock: 6,000

     6. The number of authorized shares and the par value of each class and
series of shares after the amendment will not change.

     7. This Certificate of Amendment shall be effective upon filing with
the Nevada Secretary of State.

<PAGE>

     IN WITNESS WHEREOF, we have signed this Certificate of Amendment as of
this__ day of July, 1997.

                              BIOMUNE SYSTEMS, INC.,
                              a Nevada corporation


                              By: /s/
                                 ------------------------
                              David G. Derrick, President


     By: /s/
                                 ------------------------
     Christopher Illick, Secretary

Attested and Verified:



By:/s/
   ------------------------
Christopher Illick
Its: Secretary


     :ss
      COUNTY OF SALT LAKE)

     On the _ day of July, 1997, David G. Derrick, who, being by me duly
sworn, did say that he is the President of Biomune Systems, Inc., a Nevada
corporation, and that the foregoing instrument was signed on behalf of such
Corporation by authority of its Bylaws and such officer acknowledged to me
that the Corporation executed the same.


/s/
NOTARY PUBLIC

My Commission Expires:

<PAGE>
                                  EXHIBIT A

            AMENDMENT TO DESIGNATION OF RIGHTS AND PREFERENCES
                                    OF
     SERIES C 8% CUMULATIVE CONVERTIBLE NON-VOTING PREFERRED STOCK

     Pursuant to the authority vested in the Board of Directors of Biomune
Systems, Inc., a Nevada corporation (the "Company"), in its Articles of
Incorporation and as permitted by Title 7, Chapter 78 of the Nevada Revised
Statutes, the Company's Board of Directors does hereby amend the Designation
of Rights and Preferences of the Company's Series C 8% Cumulative
Convertible Non-Voting Preferred Stock as follows:

     5. Conversion of Series C Preferred Stock. The holders of shares of
Series C Preferred Stock shall have the following conversion rights:

     (a)  Right to Convert. Subject to the Conversion Limitation set forth
          in Section 5(b) below, each share of Series C Preferred Stock
          may be converted at the holder's option at any time commencing
          on the 41st day after the closing of the private placement
          transaction pursuant to which the Series C Preferred Stock was
          issued (the "Closing") into the number of shares of the Company's
          Common Stock determined by dividing $1,000 plus any accrued and
          unpaid regular or special dividends by an amount equal to the
          Market Price (as defined below) less 42%. The applicable
          denominator in the formula set forth in the foregoing sentence
          shall be referred to herein as the "Conversion Factor." 
          Notwithstanding the foregoing, the Conversion Factor shall not
          be greater than $0.60.  "Market Price" shall mean the average
          closing bid price of the Company's Common Stock for the three
          (3) NASDAQ trading days immediately proceeding the applicable
          Conversion Date (as defined below), as reported by the National
          Association of Securities Dealers Automated Quotation System or
          such other inter-dealer system as may list the Company's Common
          Stock. Subject to the Conversion Limitation set forth in Section
          5(c) below, each conversion shall be effected by the holder
          surrendering the certificate(s) for the shares of Series C
          Preferred Stock to be converted to the Company with a Conversion
          Certificate executed by the holder for not less than $50,000
          aggregate conversion amount including any accrued and unpaid
          regular and special dividends and accompanied, as required by
          the Company, by proper assignment. The date of execution of such
          Conversion Certificate and delivery by facsimile to the Company
          at (801) 466-3741 shall be defined as the "Conversion Date". 
          Upon conversion the Company shall use its reasonable best
          efforts to deliver certificates evidencing shares of the
          Company's Common Stock within five (5) business days of the
          Conversion Date. The Company shall use reasonable best efforts
          to deliver to the holder certificates evidencing shares of
          Series C Preferred Stock within three (3) business days of the
          Conversion date or the Closing, as appropriate. In the event of
          a merger, consolidation or sale of all or substantially all of
          the assets of the Company or a similar business combination
          involving the Company, all of the shares of Series C Preferred
          Stock, at the option of the holder, 

<PAGE>

          may be converted into the number of shares of Common Stock into
          which the shares of Series C Preferred Stock are convertible at
          the time of the closing of such transaction. In the event the
          Company shall fail to deliver certificates evidencing shares of
          the Company's Common Stock upon any conversion of shares of
          Series C Preferred Stock within five (5) business days of the
          Conversion Date, the Company shall pay the holder daily
          liquidated damages in an amount equal to 1% of the principal
          amount of the shares of Series C Preferred Stock converted into
          Common Stock for each day beyond said five (5) business days.

     (b)  Conversion Limitation.  Notwithstanding the conversion rights
          regarding the Series C Preferred Stock set forth in Section
          5(a), above, any single holder (or affiliated holders) may not
          at any time hold shares of the Company's Common Stock exceeding
          4.9% of the total number of issued and outstanding shares of
          Common Stock.  Thus, any holder or group of affiliated holders
          will only be allowed to convert shares of Series C Preferred
          Stock into shares of Common Stock in an amount such that such
          holder's ownership of shares of Common Stock does not exceed
          4.9% of the total of issued and outstanding shares of Common
          Stock.  Furthermore, the original holder(s) of the Series C
          Preferred Stock shall not, following the effective date of this
          provision, convert, sell or otherwise dispose of any shares of
          Series C Preferred Stock then held by such holder(s) through
          December 31, 1997, or such later period as they may then agree
          with the Company; provided, however, that in any given week
          during such period, including any extension thereof, such
          original holder(s) may, collectively, convert such shares of
          Series C Preferred Stock into shares of Common Stock having a
          Market Value equal to the greater of (i) $20,000 (through
          September 30, 1997), $25,000 (from October 1 through December
          31,1997); or (ii) 10% of the total volume of trading in the
          Common Stock during the previous week.

     9.  Redemption. The Company shall have the right to call for redemption
any shares of the  Series C Preferred Stock which continue to be held by the
initial holder thereof after July __, 1997, at the option of the Company at
any time following July __, 1997. Notwithstanding what the Market Price or
the Conversion Factor may be at the time, the Company may designate a
different and lower conversion price (the "New Conversion Price") and the
call price for all shares of Series C Preferred Stock called for redemption
by the Company shall be as follows: (a) 125% of the New Conversion Price for
all shares of Series C Preferred Stock called prior to January 1, 1997; (b)
133% of the New Conversion Price for all shares of Series C Preferred Stock
called after January 1, 1997 through May 31, 1997; and (c) 139% of the New
Conversion Price for all shares of Series C Preferred Stock called after May
31, 1997. The Company's call option shall be assignable, in whole or in
part, and shall be exercised in writing with payment to accompany the
exercise notice or to be paid within two (2) business days thereafter. The
Company may select those shares to be redeemed by lot or on a pro rata basis
or by any other method deemed by the Company's Board of Directors to be
equitable (with any necessary adjustments to avoid fractional shares). Any
shares of Series C Preferred Stock for which a written notice of redemption
has been given may be converted into shares of Common Stock at any time
before the close of business on the date fixed for the redemption of such
shares of Series C Preferred Stock. After the date fixed 

<PAGE>

for redemption, dividends on shares of Series C Preferred Stock called for
redemption shall cease to accrue, such shares shall no longer be deemed to
be issued and outstanding, and all rights of the holders thereof as
shareholders of the Company shall cease unless the Company defaults on the
payment of the redemption price.

     11.  Future Financings.  Nothing herein shall be deemed in any manner
to impose any restriction or limitation on the Company's ability hereafter
to undertake financings through the public or private offer and sale of the
Company's debt or equity securities of any class; provided, however, that
the Company will not undertake any further distribution of Series C
Preferred Stock or any series of preferred stock or other securities with
rights and preferences that rank senior to the Series C Preferred Stock.

     The remaining provisions of the Designation of Rights and Preferences
of the Series C Preferred Stock shall remain unchanged and in full force and
effect.