CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                                       OF
                            SERIES A PREFERRED STOCK
                                       OF
                       NEUROBIOLOGICAL TECHNOLOGIES, INC.

         Neurobiological   Technologies,   Inc.,  a  Delaware  corporation  (the
"Corporation"),  organized and existing under the laws of the State of Delaware,
the Restated  Certificate of  Incorporation  of which was filed in the office of
the  Secretary of State of Delaware on February 24, 1994,  does by its President
and under its corporate seal hereby certify as follows:

         FIRST: That by the Restated  Certificate of Incorporation duly filed in
the above state,  the total number of shares which this corporation may issue is
stated by Article IV to be as follows:

         "The  total  number  of  shares  of  stock  which  the  Corporation  is
         authorized to issue is Thirty Million (30,000,000) shares.  Twenty-Five
         Million  (25,000,000)  shares shall be common stock of the par value of
         one tenth of one cent ($.001) per share (the  "Common  Stock") and Five
         Million (5,000,000) shares shall be preferred stock of the par value of
         one tenth of one cent ($.001) per share (the "Preferred Stock")";

and, by said Restated Certificate of Incorporation,  the shares of the Preferred
Stock are  authorized  to be issued in one or more  series as may be  determined
from  time  to time by the  board  of  directors,  each  of  such  series  to be
distinctly designated.

         SECOND:  That  pursuant  to the  authority  so  vested  in the board of
directors by the Restated  Certificate of Incorporation,  the board of directors
by unanimous written consent adopted the following resolutions:

         RESOLVED,  that a  series  of  the  class  of  Preferred  Stock  of the
Corporation be hereby  created,  and that the designation and amount thereof and
the voting powers, preferences and relative,  participating,  optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions are as follows:

         A. SERIES A PREFERRED STOCK

         1. Designation of Series.

                  3,000,000  shares of the  Preferred  Stock of the  Corporation
shall  constitute a series of Preferred  Stock  designated as Series A Preferred
Stock ("Series A  Preferred"),  the powers,  preferences  and relative and other
rights and the  qualifications,  limitations and restrictions of which are fixed
and determined in this Section A.



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         2. Dividend Preference.

                  The  holders  of  Series  A  Preferred  shall be  entitled  to
receive,  out of funds legally available  therefor,  dividends at an annual rate
equal to $0.036 (as adjusted for combinations, consolidations,  subdivisions, or
stock splits with respect to such shares) for each outstanding share of Series A
Preferred held by them,  payable when and if declared by the Board of Directors,
in  preference  and priority to the payment of dividends on any shares of Common
Stock  (other  than  those  payable  solely in  Common  Stock or  involving  the
repurchase  of shares of  Common  Stock  from  terminated  employees,  officers,
directors,  or consultants pursuant to contractual  arrangements).  In the event
dividends  are paid to the holders of Series A Preferred  that are less than the
full amounts to which such holders are entitled pursuant to this Section 2, such
holders shall share ratably in the total amount of dividends  paid  according to
the respective amounts due each such holder if such dividends were paid in full.
After  payment of dividends to the holders of Series A Preferred,  dividends may
be  declared  and  distributed  among all  holders  of Common  Stock;  provided,
however,  that no dividend  may be declared  and  distributed  among  holders of
Common Stock at a rate greater than the rate at which  dividends are paid to the
holders of Series A Preferred based on the number of shares of Common Stock into
which such shares of Series A Preferred are  convertible  (as adjusted for stock
splits  and the like) on the date  such  dividend  is  declared.  The  dividends
payable to the holders of the Series A Preferred shall not be cumulative, and no
right shall  accrue to the  holders of the Series A  Preferred  by reason of the
fact that  dividends  on the Series A Preferred  are not declared or paid in any
previous  fiscal  year of the  Corporation,  whether or not the  earnings of the
Corporation in that previous  fiscal year were  sufficient to pay such dividends
in whole or in part. In the event that the  Corporation  shall have declared but
unpaid  dividends  outstanding  immediately  prior  to,  and in the  event of, a
conversion  of the Series A Preferred  (as  provided  in Section 5 hereof),  the
Corporation  shall,  at the  option  of the  Corporation,  pay  in  cash  to the
holder(s) of Preferred  Stock subject to conversion  the full amount of any such
dividends  or  allow  such  dividends  to be  converted  into  Common  Stock  in
accordance with, and pursuant to the terms specified in, Section 5 hereof.

         3. Liquidation Preference.

                  (a) In the event of any liquidation,  dissolution,  or winding
up of the Corporation, whether voluntary or not, or the sale, lease, assignment,
transfer,  conveyance or disposal of all or  substantially  all of the assets of
the  Corporation,  or the  acquisition of this  Corporation by another entity by
means  of  consolidation,   corporate   reorganizations   or  merger,  or  other
transaction  or series of  related  transactions  in which  more than 50% of the
outstanding voting power of this Corporation is disposed of (each a "Liquidation
Event"),  distributions to the stockholders of the Corporation  shall be made in
the following manner:

                           (i)  Each  holder  of  Series  A  Preferred  shall be
entitled to receive,  prior and in preference to any  distribution of any of the
assets or surplus funds of the  Corporation  to the holders of Common Stock,  by
reason  of their  ownership  of such  stock,  the  amount of $0.50 per share (as
adjusted for combinations,  consolidations,  subdivisions,  or stock splits with
respect to such  shares) for each share of Series A Preferred  then held by such
holder, plus an amount equal to all declared but unpaid dividends on such shares
of Series A Preferred  (collectively,  the

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<PAGE>


"Series A  Preference").  If, upon the  occurrence of a Liquidation  Event,  the
assets  and funds  available  to be  distributed  among the  holders of Series A
Preferred  shall be  insufficient  to permit the payment to such  holders of the
full Series A Preference,  then the entire  assets and funds of the  Corporation
legally available for distribution to the holders of Series A Preferred shall be
distributed  ratably based on the total Series A Preference due each such holder
under this Section 3(a).

                           (ii) After  payment  has been made to the  holders of
the Series A Preferred of the full  amounts to which they are entitled  pursuant
to paragraph (i) based on the number of shares of Common Stock held by each such
holder.

                  (b) Each holder of Series A Preferred  shall be deemed to have
consented  to  distributions  made by the  Corporation  in  connection  with the
repurchase  of shares of Common Stock issued to or held by officers,  directors,
or employees of, or consultants  to, the  Corporation or its  subsidiaries  upon
termination of their employment or services pursuant to agreements  (whether now
existing or hereafter  entered into)  providing for the right of said repurchase
between the Corporation and such persons.

                  (c) The value of securities  and property paid or  distributed
pursuant to this Section 3 shall be computed at fair market value at the time of
payment to the Corporation or at the time made available to stockholders, all as
determined  by  the  Board  of  Directors  in the  good  faith  exercise  of its
reasonable business judgment, provided that (i) if such securities are listed on
any established  stock exchange or a national  market system,  their fair market
value shall be the closing  sales  price for such  securities  as quoted on such
system or exchange (or the largest such  exchange)  for the date the value is to
be  determined  (or if there  are no  sales  for  such  date,  then for the last
preceding  business  day on which  there were  sales),  as  reported in the Wall
Street Journal or similar publication, and (ii) if such securities are regularly
quoted by a recognized  securities  dealer but selling  prices are not reported,
their fair  market  value  shall be the mean  between the high bid and low asked
prices  for such  securities  on the date the value is to be  determined  (or if
there are no quoted prices for such date,  then for the last preceding  business
day on which there were quoted prices).

                  (d) Nothing  hereinabove set forth shall affect in any way the
right of each  holder of Series A Preferred  to convert  such shares at any time
and from time to time into Common Stock in accordance with Section 5 hereof.

         4. Voting Rights.

                  Except as otherwise required by law or hereunder,  the holders
of each share of Series A  Preferred  shall be  entitled  to the number of votes
equal to the number of shares of Common  Stock into which such share of Series A
Preferred  could  be  converted  at the  record  date for  determination  of the
stockholders  entitled  to vote on such  matters,  or, if no such record date is
established,  at the date  such vote is taken.  Except  to the  extent  class or
series  voting is required  by law,  the holders of shares of Series A Preferred
and  Common  Stock  shall  vote  together  as a  single  class  on all  matters.
Fractional  votes by the holders of Series A Preferred  shall not,

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<PAGE>


however,  be permitted and any fractional voting rights shall (after aggregating
all shares into which shares of Series A Preferred  held by each holder could be
converted) be rounded to the nearest whole number (with  one-half  being rounded
upward).  Holders of Common  Stock and Series A  Preferred  shall be entitled to
notice  of any  stockholders'  meeting  in  accordance  with the  Bylaws  of the
Corporation.

         5. Conversion Rights.

                  The holders of Series A Preferred shall have conversion rights
as follows:

                  (a) Right to Convert.  Each share of Series A Preferred  shall
be convertible,  at the option of the holder thereof, at any time after the date
of issuance of such share at the office of the Corporation or any transfer agent
for such  Series A  Preferred  as follows  into such  number of  fully-paid  and
non-assessable  shares of Common Stock as is  determined  by dividing  $.45 (the
"Original  Series A Issue Price") by the then  applicable  conversion  price for
such Series A Preferred,  determined as hereinafter  provided,  in effect at the
time of  conversion.  The  price  at  which  shares  of  Common  Stock  shall be
deliverable upon conversion of the Series A Preferred (the  "Conversion  Price")
shall  initially be the Original  Series A Issue Price.  The initial  Conversion
Price shall be subject to adjustment as provided in accordance with Section 5(d)
of this Section 5.

                  (b)  Automatic  Conversion.  Each share of Series A  Preferred
shall  automatically  be  converted  into  shares  of  Common  Stock at the then
effective  Conversion  Price upon the  affirmative  vote or written consent of a
majority  of the  outstanding  shares  of  Series  A  Preferred  (an  "Automatic
Conversion").

                  (c) Mechanics of  Conversion.  No fractional  shares of Common
Stock shall be issued upon conversion of the Series A Preferred.  In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation  shall  pay  cash  equal  to such  fraction  multiplied  by the then
effective  Conversion  Price.  Before any holder of Series A Preferred  shall be
entitled  to convert  the same into full  shares of Common  Stock and to receive
certificates   therefor,   such  holder  shall   surrender  the  certificate  or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Series A Preferred,  and shall give written notice to the
Corporation at such office that he or she elects to convert the same;  provided,
however,  that in the event of an Automatic Conversion pursuant to Section 5(b),
the outstanding  shares of Series A Preferred  shall be converted  automatically
without any further  action by the holders of such shares and whether or not the
certificates  representing such shares are surrendered to the Corporation or its
transfer agent, and provided further that the Corporation shall not be obligated
to issue  certificates  evidencing the shares of Common Stock issuable upon such
Automatic Conversion unless the certificates  evidencing such shares of Series A
Preferred  are either  delivered to the  Corporation  or its  transfer  agent as
provided  above,  or the holder  notifies the  Corporation or its transfer agent
that such  certificates  have been lost,  stolen,  or destroyed  and executes an
agreement  satisfactory to the Corporation to indemnify the Corporation from any
loss incurred by it in connection with such certificates. The Corporation shall,
as  soon  as   practicable   after  such   delivery,   or  such   agreement  and
indemnification  in the

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<PAGE>


case of a lost  certificate,  issue and deliver at such office to such holder of
Series A Preferred,  a certificate or  certificates  for the number of shares of
Common  Stock to which such holder  shall be entitled as  aforesaid  and a check
payable to the holder in the amount of any cash amounts payable as the result of
a conversion into fractional  shares of Common Stock.  Such conversion  shall be
deemed to have been made immediately  prior to the close of business on the date
of such surrender of the shares of Series A Preferred to be converted, or in the
case of Automatic  Conversion,  on the date of the  affirmative  vote or written
consent of a majority of the then outstanding  shares of Series A Preferred,  as
applicable,  and the person or persons  entitled to receive the shares of Common
Stock  issuable  upon such  conversion  shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.

                  (d) Adjustments to Conversion Price.

                           (i) Adjustments for Dividends,  Splits, Subdivisions,
Combinations,  or  Consolidation  of Common Stock.  In the event the outstanding
shares of Common Stock shall be increased  by stock  dividend  payable in Common
Stock, stock split,  subdivision,  or other similar transaction  occurring after
the filing of this  Certificate of Designations  into a greater number of shares
of Common Stock,  the Conversion Price then in effect shall,  concurrently  with
the  effectiveness  of such event,  be decreased in proportion to the percentage
increase in the  outstanding  number of shares of Common Stock. In the event the
outstanding  shares of Common Stock shall be  decreased by reverse  stock split,
combination,  consolidation,  or other similar  transaction  occurring after the
filing of this  Certificate  of  Designations  into a lesser number of shares of
Common Stock, the Conversion Price then in effect shall,  concurrently  with the
effectiveness  of such event,  be  increased  in  proportion  to the  percentage
decrease in the outstanding number of shares of Common Stock.

                           (ii)  Adjustments  for  Other  Distributions.  In the
event the  Corporation at any time or from time to time makes, or fixes a record
date for the  determination of holders of Common Stock entitled to receive,  any
distribution  payable in  securities  of the  Corporation  other than  shares of
Common Stock and other than as otherwise adjusted in this Section 5, then and in
each  such  event  provision  shall  be made so that  the  holders  of  Series A
Preferred  shall receive upon conversion  thereof,  in addition to the number of
shares of Common Stock  receivable  thereupon,  the amount of  securities of the
Corporation  which they would have  received had their  Series A Preferred  been
converted  into Common Stock on the date of such event and had they  thereafter,
during  the  period  from the date of such  event to and  including  the date of
conversion, retained such securities receivable by them as aforesaid during such
period,  subject to all other  adjustments  called for during such period  under
this  Section 5 with  respect  to the  rights  of the  holders  of the  Series A
Preferred.

                           (iii) Adjustments for Reclassification,  Exchange and
Substitution.  If the Common Stock  issuable  upon  conversion  of the Preferred
Stock  shall be  changed  into the same or a  different  number of shares of any
other   class  or   classes  of  stock,   whether  by  capital   reorganization,
reclassification,  or otherwise  (other than a  subdivision  or  combination  of
shares  provided  for  above),  the  Conversion  Price  then  in  effect  shall,
concurrently with the effectiveness of such reorganization or  reclassification,
be  proportionately   adjusted  such  that  the  Series  A

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Preferred  shall be convertible  into, in lieu of the number of shares of Common
Stock which the holders would otherwise have been entitled to receive,  a number
of shares of such other  class or classes of stock  equivalent  to the number of
shares of Common  Stock that would have been  subject to receipt by the  holders
upon conversion of such Series A Preferred immediately before that change.

                  (e) No Impairment.  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 5 and in the taking of all such action as may be  necessary  or
appropriate  in order to protect  the  conversion  rights of the  holders of the
Preferred Stock against impairment.

                  (f) Notices of Record Date. In the event that this Corporation
shall propose at any time:

                           (i) to declare any dividend or distribution  upon its
Common Stock, whether in cash, property, stock, or other securities,  whether or
not a  regular  cash  dividend  and  whether  or not out of  earnings  or earned
surplus;

                           (ii)  to  offer  for  subscription  pro  rata  to the
holders  of any class or series of its stock any  additional  shares of stock of
any class or series or other rights;

                           (iii)   to    effect    any    reclassification    or
recapitalization  of its  Common  Stock  outstanding  involving  a change in the
Common Stock; or

                           (iv) to merge or  consolidate  with or into any other
corporation,  or sell, lease, or convey all or substantially all its property or
business,  or to liquidate,  dissolve, or wind up; then, in connection with each
such event, this Corporation shall send to the holders of the Preferred Stock:

                                    (1) at least 20 days' prior  written  notice
of the date on which a record shall be taken for such dividend, distribution, or
subscription  rights  (and  specifying  the date on which the  holders of Common
Stock shall be entitled thereto) or for determining rights to vote in respect of
the matters referred to in (iii) and (iv) above; and

                                    (2) in the case of the  matters  referred to
in (iii) and (iv) above, at least 20 days' prior written notice of the date when
the same  shall  take place  (and  specifying  the date on which the  holders of
Common Stock shall be entitled to exchange  their Common Stock for securities or
other property  deliverable upon the occurrence of such event or the record date
for the determination of such holders if such record date is earlier).

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                           Each  such   written   notice   shall  be   delivered
personally  or given by first  class mail,  postage  prepaid,  addressed  to the
holders of the Series A  Preferred  at the address for each such holder as shown
on the books of this Corporation.

                  (g) Issue Taxes.  The Corporation  shall pay any and all issue
and other taxes (other than income  taxes) that may be payable in respect of any
issue or delivery of shares of Common Stock on  conversion of shares of Series A
Preferred pursuant hereto; provided,  however, that the Corporation shall not be
obligated to pay any transfer taxes resulting from any transfer requested by any
holder in connection with any such conversion.

                  (h)  Reservation  of  Stock  Issuable  Upon  Conversion.   The
Corporation  shall at all times reserve and keep available out of its authorized
but unissued  shares of Common  Stock,  solely for the purpose of effecting  the
conversion of the shares of the Series A Preferred  such number of its shares of
Common Stock as shall from time to time be sufficient  to effect the  conversion
of all outstanding  shares of Series A Preferred;  and if at any time the number
of  authorized  but unissued  shares of Common Stock shall not be  sufficient to
effect the conversion of all then outstanding shares of Series A Preferred,  the
Corporation  will  take such  corporate  action as may,  in the  opinion  of its
counsel,  be necessary to increase its authorized but unissued  shares of Common
Stock  to such  number  of  shares  as  shall be  sufficient  for such  purpose,
including, without limitation,  engaging in best efforts to obtain the requisite
stockholder   approval  of  any  necessary   amendment  to  its  Certificate  of
Incorporation.

                  (i) Status of Converted  Stock. In case the Series A Preferred
shall be converted  pursuant to this  Section 5, the shares so  converted  shall
resume  the  status of  authorized  but  unissued  shares of Series A  Preferred
undesignated as to series.

         6. Redemption Rights.

                  The Series A Preferred shall be nonredeemable.

         RESOLVED FURTHER,  that the said resolutions of the board of directors,
and creation and  authorization  of issuance  thereby of said series of Series A
Preferred Stock,  was duly made by the board of directors  pursuant to authority
as aforesaid and in accordance  with section 151 of the General  Corporation Law
of the State of Delaware.

                            [Signature page follows]

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         IN WITNESS WHEREOF,  Neurobiological Technologies, Inc. has caused this
Certificate  of  Designations,  Preferences  and  Rights  to be  signed  by  the
undersigned this 14th day of April, 1999.


                                        NEUROBIOLOGICAL TECHNOLOGIES, INC.


                                        By: /s/ Paul Freiman
                                            ---------------------------
                                            Paul Freiman, President

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