EXHIBIT3.10

04/18/01

CERTIFICATEOF DESIGNATION OF THE VOTING POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING,OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS ORRESTRICTIONS THEREOF, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OFINCORPORATION OR IN ANY AMENDMENT THERETO, OF THE

SERIESH CONVERTIBLE PREFERRED STOCK($.01 Par Value)

OF

BIONEBRASKA,INC.

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Pursuantto Section 151 of theGeneral Corporation Law of the State of Delaware

             The undersigned DOES HEREBY CERTIFYthat the following resolution was duly adopted by the Board of Directors ofBioNebraska, Inc., a Delaware corporation (hereinafter called the“Corporation”):

             “RESOLVED, that pursuant to theauthority conferred upon the Board of Directors of the Corporation by the Certificateof Incorporation, the Board of Directors hereby provides for and authorizes theissuance of a series of Preferred Stock of the Corporation to consist of 90,000shares having a par value of $.01 per share (the “par value”) and a face valueof $100 per share (the “face value”), and hereby fixes the voting powers,preferences and relative, participating, optional or other special rights, andthe qualifications, limitations or restrictions thereof, of the shares of suchseries, in addition to those set forth in the Certificate of Incorporation, asfollows:

             1.          Designationand Amount.  This series ofPreferred Stock shall consist of 90,000 shares and shall be designated as, andis hereinafter referred to as “Series H Convertible Preferred Stock,” with therights, privileges and preferences specified herein.

             2.          VotingRights.

             2.1        General VotingRights.  Each holder of Series HConvertible Preferred Stock shall have that number of votes on all matterssubmitted to the shareholders that is equal to the number of shares of CommonStock into which such holder's shares of Series H Convertible Preferred Stockare then convertible, as hereinafter provided. The holders of Series H Convertible Preferred Stock shall in additionhave the special voting rights set forth in Section 2.2 below.  Except as otherwise required by law, or asotherwise provided below or in the Certificate of Designation of Series APreferred Stock, Series B Convertible Preferred Stock, Series C ConvertiblePreferred Stock, Series D Convertible Preferred Stock, Series E ConvertiblePreferred Stock, Series F Convertible Preferred Stock or Series G ConvertiblePreferred Stock, the shares of Common Stock, Series B Convertible PreferredStock, Series C Convertible Preferred Stock, Series D Convertible PreferredStock, Series E Convertible Preferred Stock, Series F Convertible PreferredStock, Series G Convertible Preferred Stock and Series H Convertible PreferredStock of the Corporation shall vote as a single class on all matters submitted tothe shareholders.

             2.2        Special Voting Rights.  Without the affirmative vote of the holders(acting together as a class) of at least a majority of the shares of Series HConvertible Preferred Stock at the time outstanding given in person or by proxyat any annual meeting, or at such special meeting called for that purpose, or,if permitted by law, in writing without a meeting, the Corporation shall not:

             (a)         authorize anyadditional shares of Series H Convertible Preferred Stock or authorize or issueany shares of stock having priority over the Series H Convertible PreferredStock as to the payment or distribution of assets upon the liquidation ordissolution, voluntary or involuntary, of the Corporation; or

             (b)        amend the Certificateof Incorporation of the Corporation or this resolution to alter or change thepowers, preferences or special rights of the Series H Convertible PreferredStock so as to adversely affect the Series H Convertible Preferred Stock.

             3.          Dividends.

             3.1        DividendAmount.  The holders of the Series HConvertible Preferred Stock shall be entitled to receive cumulative dividends,when, as and if declared by the Board of Directors, out of any funds legallyavailable therefor, at the rate of $6.00 per share per year, pro rated for partialyears, payable annually on December 31 of each such year, in preference andpriority to any payment of any dividend on the Common Stock or any other sharesjunior to the Series H Convertible Preferred Stock as to dividends.  The dividend rate is subject to adjustmentas provided in Section 3.4.  Dividendsshall begin to accrue and cumulate on shares of Series H Convertible PreferredStock on the date of the original issue of the shares in question.  Accrued but unpaid dividends shall not bearinterest.  Dividends paid on shares ofSeries H Convertible Preferred Stock in an amount less than the total amount ofsuch dividends at the time accrued and payable on such shares shall beallocated pro rata on a share-by-share basis among all such shares at the timeoutstanding.

             3.2        Paritywith Series A through Series G Convertible Preferred Stock.  Shares of Series H Convertible PreferredStock shall be on parity with shares of Series A Preferred Stock, Series BConvertible Preferred Stock, Series C Convertible Preferred Stock, Series DConvertible Preferred Stock, Series E Convertible Preferred Stock, Series FConvertible Preferred Stock and Series G Convertible Preferred Stock as topayment of cumulated dividends in all circumstances not involving any redemptionof capital stock.  No dividend or otherdistribution shall be paid with respect to any of the Series H ConvertiblePreferred Stock, Series G Convertible Preferred Stock, Series F ConvertiblePreferred Stock, Series E Convertible Preferred Stock, Series D ConvertiblePreferred Stock, Series C Convertible Preferred Stock, Series B ConvertiblePreferred Stock or Series A Preferred Stock (except in the case ofRedemption) unless a comparable payment (but allowing for the difference in thecumulative dividend rate of the various classes of Preferred Stock) is made ona per share basis as to the other. Nothing in this Section 3 shall limit or impair the rights of theCorporation under Section 5 of this Certificate of Designation.

             3.3        Priority over Common Stock.  Except for dividends paid solely in the formof Common Stock on a pro rata basis to holders of Common Stock, no dividend orother distribution shall be paid on any shares of Common Stock of theCorporation or any other shares of the Corporation junior to Series HConvertible Preferred Stock as to dividends or the distribution of assets uponliquidation (herein called “junior shares”), nor shall any such shares ofCommon Stock or junior shares be purchased or otherwise acquired by theCorporation, unless prior to or concurrently with any such payment with respectto the Common Stock or junior shares, payment in full of the amount of allcumulative dividends to which the holders of the Series H Convertible PreferredStock shall then be entitled shall have been paid.  Subject to the above limitations, dividends may be paid on CommonStock or junior shares out of any funds legally available for such purpose whenand as declared by the Board of Directors.

             3.4        Adjustmentto Dividend Rate.  If, within twelvemonths of the first closing of the sale of Series H Convertible PreferredStock, the Corporation issues or sells any equity security with a dividend ratehigher than the dividend rate then in effect for the Series H ConvertiblePreferred Stock, then, upon such issuance or sale of such securities, thedividend rate in effect immediately prior to such issuance or sale of theSeries H Preferred Stock shall be increased to the dividend rate applicable tothe equity securities that were issued or sold.

             4.          Conversionto Common Stock.

             4.1        Right to convert.  The holder of any shares of Series HConvertible Preferred Stock shall have the right at any time to convert saidshares into the number of shares of Common Stock determined by multiplying thenumber of shares of Series H Convertible Preferred Stock to be converted by$100.00 and dividing the product thereof by the Conversion Price, as definedbelow, in effect at the time of conversion. The Conversion Price shall initially be $15.00, subject to adjustment asprovided below.  In the event ofvoluntary conversion, all cumulated dividends will be extinguished.

             4.2        Procedurefor voluntary conversion.  In orderto convert shares of Series H Convertible Preferred Stock, the holder thereofshall surrender at the principal offices of the Corporation the certificate orcertificates therefor, duly endorsed to the Corporation or in blank, and givewritten notice to the Corporation at such office that such holder elects toconvert such shares.  Shares of Series HConvertible Preferred Stock shall be deemed to have been converted immediatelyprior to the close of business on the day of the surrender of such shares forconversion as herein provided, and the person entitled to receive the shares ofCommon Stock of the Corporation issuable upon such conversion shall be treatedfor all purposes as the record holder of such shares of Common Stock at suchtime.  As promptly as practicable on orafter the conversion date, the Corporation shall issue and deliver or cause tobe issued and delivered at such office a certificate or certificates for thenumber of shares of Common Stock of the Corporation issuable upon suchconversion.

             4.3        Automatic Conversion.  All outstanding shares of Series HConvertible Preferred Stock shall be automatically converted into Common Stock,upon the election of the Corporation and delivery of written notice of suchelection to the holders of the Series H Convertible Preferred Stock (whichelection and notice may be delivered within ninety (90) days before or afterthe automatic conversion event described below without effecting the effectivetime of such automatic conversion), if the Corporation closes the issuance andsale of Common Stock in an underwritten public offering, pursuant to aneffective registration statement under the Securities Act of 1933, as amended,in which the gross proceeds received by the Corporation equal or exceed$7,000,000.  At such time, all cumulateddividends on the shares of Series H Convertible Stock will be extinguished.

             4.4        Adjustmentof Conversion Price for Dividends, Splits or Combinations.  In case the Corporation shall at any timesubdivide its outstanding shares of Common Stock into a greater number ofshares or declare any dividend payable in Common Stock, the Conversion Price ineffect immediately prior to such subdivision shall be proportionately reduced,and conversely, in case the outstanding shares of Common Stock of theCorporation shall be combined into a smaller number of shares, the ConversionPrice in effect immediately prior to such combination shall be proportionatelyincreased.

             4.5        Provisionfor Capital Reorganizations, Reclassifications, Consolidations, Mergers orSales.  If any capitalreorganization or reclassification of the capital stock of the Corporation, orconsolidation or merger of the Corporation with another corporation, or thesale of all or substantially all of its assets to another corporation shall beeffected in such a way that holders of Common Stock shall be entitled toreceive stock, securities or assets with respect to or in exchange for CommonStock, then, as a condition of such reorganization, reclassification,consolidation, merger or sale, lawful and adequate provision shall be madewhereby the holders of Series H Convertible Preferred Stock shall thereafterhave the right to receive upon the basis and upon the terms and conditionsspecified herein and in lieu of the shares of Common Stock of the Corporationimmediately theretofore receivable upon the conversion hereof, such shares of stock,securities or assets as may be issued or payable with respect to or in exchangefor a number of outstanding shares of such Common Stock equal to the number ofshares of such stock immediately theretofore receivable upon the conversion ofSeries H Convertible Preferred Stock had such reorganization, reclassification,consolidation, merger or sale not taken place, and in any such case appropriateprovision shall be made with respect to the rights and interests of the holdersof Series H Convertible Preferred Stock to the end that the provisions hereof(including without limitation provisions for adjustments of the ConversionPrice and of the number of shares receivable upon conversion) shall thereafterbe applicable, as nearly as may be, in relation to any shares of stock,securities or assets thereafter receivable upon the conversion of Series HConvertible Preferred Stock.

             4.6        Adjustment for Lower Conversion Price.  If, within twelve months of the firstclosing of the sale of Series H Convertible Preferred Stock, the Corporationissues or sells any equity security with a conversion price lower than theConversion Price then in effect for the Series H Convertible Preferred Stock,then, upon such issuance or sale of such securities, the Conversion Price thenin effect for the Series H Convertible Preferred Stock shall be reduced to theconversion price applicable to the equity securities that were issued or sold.

             4.7        OtherAdjustments.  If any event occurs asto which the other provisions of this Section 4 are not strictly applicable orif strictly applicable would not fairly protect the rights of the holders ofSeries H Convertible Preferred Stock in accordance with the essential intentand principles of such provisions, then the Board of Directors of theCorporation shall make an adjustment in the application of such provisions, inaccordance with such essential intent and principles, so as to protect suchrights as aforesaid.

             4.8        Noticeof Changes in Conversion Price. Upon any adjustment of the Conversion Price, then and in each case theCorporation shall give written notice thereof, by first-class mail, postageprepaid, addressed to the holders of the Series H Convertible Preferred Stockat the address of such holders as shown on the books of the Corporation, whichnotice shall state the Conversion Price resulting from such adjustment and theincrease or decrease, if any, in the number of shares receivable at such priceupon the conversion hereof, setting forth in reasonable detail the method ofcalculation and the facts upon which such calculation is based.

           4.9        Noticeof Certain Other Events.  In caseany time:

             (i)          there shall be any capital reorganization, reclassificationof the capital stock of the Corporation, or consolidation or merger of the Corporationwith, or sale of all or substantially all of its assets to another corporation;or

             (ii)         there shall be a voluntary or involuntary dissolution,liquidation or winding up of the Corporation;

then,in any one or more of said cases, the Corporation shall give written notice, byfirst-class mail, postage prepaid, addressed to the holders of the Series HConvertible Preferred Stock at the address of such holders as shown on thebooks of the Corporation, of the date on which such reorganization, reclassification,consolidation, merger, sale, dissolution, liquidation or winding up shall takeplace, as the case may be.  Such noticeshall also specify the date as of which the holders of Common Stock of recordshall participate in such dividend distribution or shall be entitled toexchange their Common Stock for securities or other property deliverable uponsuch reorganization, reclassification, consolidation, merger, sale,dissolution, liquidation or winding up, as the case may be.  Such written notice shall be at least 30days prior to the action in question and not less than 30 days prior to therecord date or the date on which the Corporation's transfer books are closed inrespect thereto.

             4.10      Definition of Common Stock.  As used in this Section 4, the term “Common Stock” shall mean andinclude the Corporation's presently authorized shares of $.01 par value commoncapital stock and shall also include any capital stock of any class of theCorporation hereafter authorized which shall not be limited to a fixed sum orpercentage of par value in respect of the rights of the holders thereof toparticipate in dividends or in the distribution of assets upon the voluntary orinvoluntary liquidation, dissolution or winding up of the Corporation; providedthat the shares receivable pursuant to conversion of shares of the Series HConvertible Preferred Stock shall include shares designated as Common Stock ofthe Corporation as of the date of issuance of such shares of Series HConvertible Preferred Stock, or, in the case of any reclassification of theoutstanding shares thereof, the stock, securities or assets provided for above.

             5.          Redemption of Series H ConvertiblePreferred Stock.  In addition to anddistinguishable from the automatic conversion provisions in Section 4.3 of thisCertificate, the Series H Convertible Preferred Stock shall be subject toredemption by the Corporation in accordance with the following provisions:

             5.1  Redemption at Option of Corporation.  The Corporation may redeem the Series HConvertible Preferred Stock, in whole or in part in accordance with theprovisions of this Section 5, at any time, at the face value per share plus allunpaid and accumulated dividends to the redemption date (the “OptionalRedemption Price”).

             5.2  Pro Rata Redemptions. If less than all the outstanding shares of Series H ConvertiblePreferred Stock are to be redeemed pursuant to Section 5.1 above, a pro rataamount of such shares shall be redeemed from each of the holders of Series HConvertible Preferred Stock.

             5.3  Notice.  Notice ofany proposed redemption of Series H Convertible Preferred Stock pursuant toSection 5.1 shall be given by the Corporation by sending by certified mail,postage prepaid, a copy of such notice at least 20 but not more than 90 days priorto the date fixed for such redemption to the holders of record of the Series HConvertible Preferred Stock, at their respective addresses appearing on thebooks of the Corporation or given by such holder to the Corporation for thepurposes of notice, or if no such address appears or is given, at the principaloffice of the Corporation.  Such noticeshall state the date fixed for redemption, the number of shares of Series HConvertible Preferred Stock to be redeemed from all holders thereof and fromsuch holder and the Optional Redemption Price per share, and shall call uponsuch holder to surrender to the Corporation on said date at the placedesignated in the notice such holder's certificate or certificates representingthe shares to be redeemed.  On or beforethe date fixed for redemption and stated in such notice, each holder of sharesof Series H Convertible Preferred Stock called for redemption shall either (i)voluntarily convert to Common Stock pursuant to Section 4.1 all of the sharescalled for redemption, or (ii) surrender the certificate evidencing such sharesto the Corporation at the place designated in such notice and thereupon beentitled to receive payment of the Optional Redemption Price therefor.  If less than all the shares represented byany such surrendered certificate are redeemed, a new certificate shall beissued representing the unredeemed shares. From and after the date fixed in such notice of redemption (unlessdefault be made by the Corporation in providing moneys for the payment of theOptional Redemption Price) then, notwithstanding that the certificatesevidencing any shares of Series H Convertible Preferred Stock so called forredemption shall not have been surrendered, all rights of the holders thereofwith respect to the shares so called for redemption shall forthwith after suchdate cease and terminate, except only the right of the holders to receive theOptional Redemption Price, without interest, upon surrender of theircertificates therefor.

             6.          ReacquiredShares.  Any shares of Series HConvertible Preferred Stock purchased or otherwise acquired by the Corporationin any manner whatsoever shall constitute authorized but unissued shares ofPreferred Stock and may be reissued as part of a new series of Preferred Stockto be created by resolution or resolutions of the Board of Directors, subjectto the conditions and restrictions on issuance set forth herein.

             7.          LiquidationPreference.  The Series HConvertible Preferred Stock shall rank on a parity with the Series A PreferredStock, the Series B Convertible Preferred Stock, the Series C ConvertiblePreferred Stock, the Series D Convertible Preferred Stock, the Series EConvertible Preferred Stock, the Series F Convertible Preferred Stock, theSeries G Convertible Preferred Stock and any other series of Preferred Stockwith respect to the distribution of assets upon liquidation, dissolution orwinding up of the Corporation.  Upon thevoluntary or involuntary liquidation, dissolution or winding up of theCorporation, holders of Preferred Stock shall be entitled to receive the facevalue plus all unpaid and accumulated dividends in cash per share before anydistribution of assets is made to the holders of the Common Stock or any classof stock ranking junior to Preferred Stock. If, upon such liquidation, dissolution or winding up, the assetsdistributable to the holders of Preferred Stock shall be insufficient to permitthe payment in full to such holders of the preferential amounts to which theyare entitled, then such assets shall be distributed ratably among the shares ofPreferred Stock.  After payment in fullof all amounts due to the holders of Preferred Stock, the remaining assets ofthe Corporation available for payment and distribution to shareholders shall bepaid and distributed to the holders of Common Stock and junior shares.  The consolidation or merger of theCorporation, a transfer of all or substantially all of its assets for cash orsecurities or a share exchange will not be considered a liquidation,dissolution or winding up of the Corporation.

             IN WITNESS WHEREOF,BIONEBRASKA, INC. has caused this certificate to be signed and attested byThomas R. Coolidge, its Chairman of the Board and Secretary, effective as ofthis 23rd day of April, 2001.

|   | BIONEBRASKA, INC. |                         |
|--------|-------------------|------------------------------|
|   | By:               | /s/ Thomas R. Coolidge       |   |
|   |              | Thomas R. Coolidge, Chairman |   |