AMENDMENT
TO
 CERTIFICATE
OF DESIGNATION
 OF
RIGHTS AND PREFERENCES OF
 SERIES
A CONVERTIBLE PREFERRED STOCK OF
 INTEGRAL
TECHNOLOGIES, INC.
 
 Pursuant to Section 78.1955 of the
Nevada Revised Statutes, the undersigned Chief Executive Officer of Integral
Technologies, Inc., a Nevada corporation (the “Corporation”), does hereby
certify as follows:
 
 1.           On
September 30, 1999, the Corporation executed a Certificate of Designation of
Rights and Preferences of Series A convertible Preferred Stock (the “Series A
Certificate of Designation”).  The date of filing of the Series A
Certificate of Designation with the Secretary of State of Nevada was October 29,
1999.
 
 2.           Section
7 of the Series A Certificate of Designation is hereby superceded and replaced
as follows:
 
 7.           Redemption by the
Corporation.  The Corporation, at the option of the Board, may
redeem, in whole or in part, the Series A Convertible Preferred Stock at any
time by paying to the holders or record a per share cash redemption price based
on the following schedule:
 
 (i)  If the Corporation
redeems within one year after the date the Series A Convertible Preferred Stock
is issued to the holder, the redemption price shall be $1.50 for each share of
Series A Convertible Preferred Stock so redeemed.
 
 (ii)  If the Corporation
redeems after one year but less than two years after the date the Series A
Convertible Preferred Stock is issued to the holder, the redemption price shall
be $2.00 for each share of Series A Convertible Preferred Stock so
redeemed.
 
 (iii)  If the Corporation
redeems after two years but less than three years after the date the Series A
Convertible Preferred Stock is issued to the holder, the redemption price shall
be $2.50 for each share of Series A Convertible Preferred Stock so
redeemed.
 
 (iv)  If the Corporation
redeems after three years but less than four years after the date the Series A
Convertible Preferred Stock is issued to the holder, the redemption price shall
be $3.00 for each share of Series A Convertible Preferred Stock so
redeemed.
 
 (v)   If the Corporation
redeems after four years but less than five years after the date the Series A
Convertible Preferred Stock is issued to the holder the redemption price shall
be $3.50 for each share of Series A Convertible Preferred Stock so
redeemed.
  
  (vi)  If the Corporation
redeems after five years but less than six years after the Series A Convertible
Preferred Stock is issued to the holder the redemption price shall be $4.00 and
increasing $0.50 per year thereafter for each share of Series A Convertible
Preferred Stock so redeemed.
 
 If the Corporation elects to exercise
this redemption right, the Corporation shall give written notice of the date
fixed for redemption at least 14 days prior thereto to the holders of record of
the Series A Convertible Preferred Stock to be redeemed.  Upon
redemption, holders shall be paid the applicable redemption price per share of
Series A Convertible Preferred Stock plus all accrued and unpaid distributions
declared or accrued, at the date fixed for redemption.  At any time
prior to the date fixed for redemption, holders may elect to convert, in whole
or in part, the Series A Convertible Preferred Stock pursuant to paragraph
5.  The Board shall have full power and authority, subject to the
limitations and provisions herein contained, to prescribe the manner in which
and the terms and conditions upon which the Series A Convertible Preferred Stock
shall be redeemed.  In addition, on such date the holders of Series A
Convertible Preferred Stock shall no longer be entitled to any distributions and
shall not have any rights or interests as holders of said shares, except to
receive the payment herein designated, without interest thereon, upon
presentation and surrender of their certificates therefor.
 
 [Remainder
of Page Intentionally Blank]
  
  3.The foregoing amendment to
the Series A Certificate of Designation has been duly adopted by the unanimous
written consent of the Corporation’s Board of Directors and a majority of the
holders of the Corporation’s Series A Convertible Preferred Stock in accordance
with the provisions of Sections 78.1955, 78.315, and 78.320 of the Nevada
Revised Statutes.
 
 IN
WITNESS WHEREOF,the Corporation has caused this Amendment to the
Certificate of Designation of Rights and Preferences of Series A Convertible
Preferred Stock to be signed by William S. Robinson, its Chief Executive
Officer, this 14th day July 2009.
 
 Integral
      Technologies, Inc.By:  /s/ William S.
      RobinsonWilliam
      S. RobinsonChief
      Executive Officer