STATEMENT OF DESIGNATIONS
                                     OF THE
                          PREFERENCES OF THE SERIES OF
                             THE PREFERRED STOCK OF
                           BIOGAN INTERNATIONAL, INC.
                                TO BE DESIGNATED
                      SERIES A CONVERTIBLE PREFERRED STOCK


         BIOGAN INTERNATIONAL, INC., a Delaware corporation (the "Corporation"),
pursuant to Article Fourth of its Certificate of Incorporation and Section
151(g) of the General Corporation Law of the State of Delaware (the "GCL")
certifies that the Board of Directors of the Corporation duly by unanimous
written consent signed February 25, 2000 the following resolutions providing for
the issuance of a series of Preferred Stock to be designated the Series A
Convertible Preferred Stock, par value $.001, and to consist of 31,300 shares:

RESOLVED, that the Corporation is authorized to issue a series of Preferred
Stock to be designated the Series A Convertible Preferred Stock, $.001 par value
(the "Series A Preferred"), to consist of 31,300 shares; and it is further

RESOLVED, that the powers, designations, preferences and rights and
qualifications, limitations and restrictions on all of the Series A Preferred
shall be as follows:

1. ISSUANCE. The series of Preferred Stock designated as the Series A Preferred
shall consist of 31,300 shares.

2. DIVIDENDS. The holders of shares of the Series A Preferred shall not be
entitled to receive any dividends. Such holders shall receive thirty (30) days
prior notice of the setting of a record date for the declaration of any dividend
on the Common Stock of the Corporation ("Common Stock").

3. RIGHTS ON LIQUIDATION, DISSOLUTION AND WINDING UP.

(a) Upon any voluntary or-involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, each holder of shares of the Series A Preferred
shall be entitled to receive, out of the assets of the Corporation available for
distribution to stockholders before such payments are made to holders of any
junior stock and to holders of Common Stock, for each share of the Series A
Preferred held at the time of such liquidation, dissolution or winding up, (i)
an amount equal to $1.00 subject to proportional adjustment in the event of any
recapitalization of the shares of the Series A Preferred or any other capital
stock of the Corporation (ii) plus an amount equal to the amount that would have
been received by such holder had such holders converted to Common Stock
immediately prior to such voluntary or-involuntary liquidation, dissolution or
winding up of the affairs of the Corporation (the "Liquidation Value").

(b) The sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all the property and
assets of the Corporation and the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation of any other
corporation into or with the Corporation (other than any such transaction with
an Affiliate of any stockholder of the Corporation on the date which is one day
before the day the merger is filed with the Secretary of State of Delaware)
shall be deemed to be a dissolution, liquidation or winding up,



voluntary or involuntary, for the purposes of this Section 3. "Affiliate" means,
with respect to any designated Person, any other Person that has a relationship
with the designated Person whereby either of such Persons directly or indirectly
controls, or is controlled by, or is under common control with, the other of
such Persons. "Person" means any individual, corporation, partnership, business
trust, joint venture, association, group joint stock company, trust,
unincorporated association, or any other entity, or any governmental or agency
or political subdivisions thereof.

(c) After payment in cash to the holders of the shares of the Series A Preferred
of the full preferential amounts fixed hereby for the shares of the Series A
Preferred, the holders of such shares as such shall have no right or claim to
any of the remaining assets of the Corporation.

(d) In the event the assets of the Corporation available for distribution to the
holders of shares of the Series A Preferred upon dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to this Section 3, no such distributions shall be on account of any
shares or any other class or series of capital stock of the Corporation ranking
on a parity with the shares of the Series A Preferred upon such dissolution,
liquidation or winding up unless proportionate distributive amounts shall be
paid on account of the shares of Series A Preferred, ratably, in proportion to
the full distributable amounts for which holders of all such parity shares are
respectively entitled upon such dissolution, liquidation or winding up.

(e) In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the Corporation shall, within ten days after the
date on which the Board if Directors approves such action, or within 30 days
prior to any stockholders' meeting called to approve such action, or within 20
days after the commencement of any involuntary proceeding, whichever is earlier,
give each holder of shares of the Series A Preferred written notice of the
proposed action. Such written notice shall describe the material terms and
conditions of such proposed action, including a description of the stock, cash,
and property to be received by the holders of shares of the Series A Preferred
upon consummation of the proposed action and the date of delivery thereof. If
any material change in the facts set forth in the notice shall occur, the
Corporation shall promptly give written notice to each holder of shares of the
Series A Preferred of such material change. The Corporation shall not consummate
any voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation before the expiration of 30 days after the mailing of the notice or
ten days after the mailing of any subsequent written notice, whichever is later;
provided that any such 30-day or ten-day period may be shortened upon the
written consent of the holders of a majority of the outstanding shares of the
Series A Preferred.

4. CONVERSION, VOTING AND ELECTION OF DIRECTORS.

(a) A holder of shares of the Series A Preferred, may, at the holder's option,
at any time, convert on a one for one basis, each share into 12,000 shares of
Common Stock. If there are not sufficient shares of common stock authorized to
allow such conversion then the shares of Series A Preferred may not be
converted.

(b) In order to exercise the conversion privilege, the holder of any shares of
the Series A Preferred to be converted shall surrender the certificate or
certificates evidencing such shares to the Corporation at its then principal
office or at its agency designated for such purpose (which may be the transfer
agent for the Common Stock) and shall give notice to the Corporation that the
holder elects to convert



such shares or a specified portion thereof. Such notice shall also state the
name or names (with address) in which the certificate or certificates for the
Common Stock, which shall be issuable upon such conversion, shall be issued. As
promptly as possible after receipt of such notice and the surrender of the
shares of the Series A Preferred as aforesaid, the Corporation shall issue and
deliver to such holder, a certificate or certificates for the number of full
shares of the Common Stock issuable upon the conversion of such shares of the
Series A Preferred in accordance with the provisions of this Section 4 and cash,
as provided in subsection (c) of this Section 4, in respect of any fraction
issuable upon such conversion. Such conversion shall be deemed to have been
effected as of the close of business on the date on which such shares of the
Series A Preferred shall have been surrendered as aforesaid, the rights of the
holder of such shares of the Series A Preferred as such holder shall cease on
said date, and the person or persons in whose name or names any certificate or
certificates for the Common Stock shall be issuable upon such conversion, shall
be deemed to have become on said date the holder or holders of record
represented thereby. If there are not sufficient shares of Common Stock
authorized to effect the conversions, the Corporation shall advise the holder in
writing and forthwith convert such shares as it is able to convert. In the event
any share of the Series A Preferred shall be surrendered for conversion of a
part only, the Corporation shall issue and deliver to the holder, at the expense
of the Corporation, a certificate for the shares of the Series A Preferred not
converted.

(c) The Corporation shall not be required to issue any fractional shares of the
Common Stock upon conversion of shares of the Series A Preferred. If any
fractional interest in a share of the Common Stock shall be deliverable upon
conversion of shares of the Series A Preferred, the Corporation shall purchase
such fractional interest for an amount in cash (computed to the nearest cent
equal to the Market Value (as hereinafter defined)) of such fractional share. If
the shares of the Common Stock shall then be listed on a national securities
exchange or quoted in the National Association of Securities Dealers Automated
Quotation ("NASDAQ") System/National Market System, the Market Value shall be
the closing sale price of such shares on such exchange or quoted by NASDAQ on
the last business day preceding the surrender for conversion. If such shares
shall not then be listed on any such exchange or quoted in NASDAQ/NMS, the
Market Value shall be the average of the bid and asked prices quoted on the
NASDAQ Small Cap System (if so traded), the Over the Counter Bulletin Board
(OTCBB), or, if not so traded, as reported by the National Quotation Bureau,
Inc. or any organization performing similar functions in the over-the-counter
market on the last business day preceding the surrender for conversion on which
day there were such quotations.

(d) The number of shares into which the Series A Preferred is convertible is
subject to change or adjustment as follows:

(i) In case the Corporation shall, while any shares of the Series A Preferred
have not yet been converted, effect a recapitalization of such character that
the Common Stock acquirable hereunder shall be changed for a larger or smaller
number of shares, then, after the date of record for effecting such
recapitalization, the shares of Common Stock which the holder of shares of the
Series A Preferred shall be entitled to acquire shall be increased or decreased,
as the case may be, in direct proportion to the increase or decrease in the
number of shares of Common Stock by reason of such recapitalization, and the
number of shares of Common Stock into which the Series A Preferred is
convertible shall, in the case of an increase in the number of such shares, be
proportionately reduced, and in the case of a decrease in the number of such
shares, shall be proportionately increased. For the purpose of this subsection
(i), a stock dividend, stock split-up or reverse split shall be considered as a
recapitalization and as an exchange for a larger or smaller number of shares, as
the case may be.



(ii) In the case of any consolidation of the Corporation with, or merger of the
Corporation into, any other corporation, or in case of any sale or conveyance of
all or substantially all of the assets of the Corporation in connection with a
plan of complete liquidation of the Corporation, then, as a condition of such
consolidation, merger or sale or conveyance, adequate provision shall be made
whereby the holders of shares of the Series A Preferred shall thereafter have
the right to acquire and receive upon conversion, upon the basis and upon the
terms and conditions specified in the Series A Preferred in lieu of what was
immediately theretofore acquirable and receivable upon the exercise of the
rights represented hereby, such shares of stock or securities as may be issued
in connection with such consolidation, merger or sale or conveyance with respect
to or in exchange for the securities issuable on conversion of a share of Series
A Preferred immediately therefore acquirable and receivable upon the exercise of
the rights represented hereby had such consolidation, merger or sale or
conveyance not taken place, and in any such case appropriate provision shall be
made with respect to the rights and interest of the holders of shares of the
Series A Preferred to the end that the provisions hereof shall be applicable as
nearly as may be in relation to any shares of stock or securities thereafter
deliverable upon the exercise hereof.

(iii) In case the Corporation shall, while any shares of the Series A Preferred
have not yet been converted, make any distribution of its assets to holders of
Common Stock as a partial liquidating dividend other than a dividend of the
Company's shares or the shares of any of its subsidiaries, by way of return of
capital or otherwise, then, after the date of record for determining
shareholders entitled to such distribution, the holders of shares of the Series
A Preferred shall be entitled, upon the conversion of any or all of the shares
of the Series A Preferred into the Common Stock, to receive the amount of such
assets (or at the option of the Corporation, a sum equal to the value thereof at
the time of such distribution holders of Common Stock as such value is
determined by the Board of Directors of the Corporation in good faith) which
would have been payable to such holder had he been the holder of record of such
the Common Stock issuable on conversion of his Preferred Stock on the record
date for the determination of shareholder entitled to such distribution.

(e) Any adjustment pursuant to the foregoing provisions shall be made on the
basis of the number of shares of Common Stock which the holders of conversion
rights pursuant to Section 4 hereunder would have been entitled to acquire by
conversion of shares of Series A Preferred immediately prior to tire event
giving rise to such adjustment. Whenever any such adjustment is require to be
made, the Corporation shall forthwith determine shares of the new number of
shares of Common Stock which the holders of shares of the Series A Preferred
shall be entitled to acquire hereunder and shall prepare, retain on file and
transmit to the holders of shares of the Series A Preferred within ten (10) days
after such preparation a statement describing in reasonable detail the method
used in calculating such adjustment.

(f) The certificate of any independent firm of public accounts or recognized
standing selected by the Board of Directors of the Corporation shall be
conclusive evidence of the correctness of any computation made under this
Section 4.

(g) Whenever the number of shares of Common Stock or other securities issuable
upon conversion of a share of Series A Preferred is adjusted pursuant to this
Section 4, the Corporation shall promptly mail to each holder of shares of the
Series A Preferred Stock a notice describing the adjustment and specifying the
number, or kind, or class of shares or other securities or property comprising
the securities issuable on conversion of the shares of Series A Preferred after
giving effect to such adjustment.




(h) In case the Corporation after the date hereof shall propose (i) to pay any
dividend payable in stock to the holders of the Common Stock or to make any
other distribution (other than case distributions out of earnings or surplus) to
the holders of the Common Stock, or (ii) to offer to the holders of the Common
Stock rights to subscribe to or purchase any additional shares of any class or
any other rights or options, or (iii) to effect any reclassification of the
Common Stock (other than a reclassification involving merely the subdivision or
combination of outstanding shares of the Common Stock) or any capital
reorganization, or consolidation or merger, or any sale or other transfer of its
property, assets and business substantially as an entirety, or the liquidation,
dissolution or winding up of the Corporation, then, in each such case, the
Corporation shall mail to each holder of shares of the Series A Preferred notice
of such proposed action, which notice shall specify the date on which the books
of the Corporation shall close, or a record shall be taken, for such stock
dividend, distribution or subscription or purchase rights, or the date on which
such reclassification, reorganization, consolidation, merger, sale or transfer,
liquidation, dissolution, or winding up shall take place or commence, as the
case may be, and the date of participation therein by the holders of the Common
Stock if any such date is to be fixed, and shall also set forth such facts then
known to the Corporation with respect thereto as shall be reasonably necessary
to indicate the effect of such action on the number, or kind, or class of shares
or other shares or other securities or property which will be issuable upon
conversion of a share of Series A Preferred after giving effect to any
adjustment which will be required as a result of such action. Such notice shall
be mailed in the case of any action covered by clause (i) or (ii) above at least
ten days prior to the record date for determining holders of the Common Stock
for purposes of such action, and in the case of any action covered by clause
(iii) above at least ten days prior to the date of the taking of such proposed
action. Failure to mail any notice, or any defect in any notice, pursuant to
this Section 4(g), shall not affect the legality or validity of the adjustment
in the securities issuable upon conversion of a share of Series A Preferred or
of any transaction giving rise thereto.

(i) Until they are converted, the shares of Series A Preferred shall vote with
the Common Stock on all matters where a vote of the holders of the Common Stock
is required by law, except for the election of the members of the Corporation's
Board of Directors, which shall be governed by clause (j) below, and each share
of Series A Preferred shall have a number of votes equal to the number of shares
of Common Stock into which it would be converted while each share of Common
Stock shall have one vote.

(j) At any time when at least 20,000 shares of Series A Preferred issued and
outstanding, the holders thereof, voting as a class shall be entitled to elect
such number of directors of the Corporation as shall constitute a majority of
the Board of Directors of the Corporation, while the holders of the Common Stock
shall elect the balance of the Board of Directors without the votes of the
holders of Series A Preferred.

(k) For the purposes of this Section 4, the term "Common Stock" shall include
all shares of capital stock authorized by the Corporation's Certificate of
incorporation, as from time to time amended, which are not limited to a fixed
sum or percentage of par value in respect of the right of the holders of shares
of the Series A Preferred to participate in dividends or in the distribution of
assets upon the voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation.

5. NO IMPAIRMENT OF RIGHTS. As long as any shares of the Series A Preferred are
outstanding, the Corporation shall not (i) participate in any reorganization,
transfer of assets, consolidation, merger,







dissolution, issue or sale of securities or any other voluntary action, for the
purpose of avoiding or seeking to avoid the observance or performance hereunder,
(ii) amend its Certificate of Incorporation if such action would alter or change
the preferences, special rights or powers given to the shares of the Series A
Preferred so as to affect such shares adversely, or (iii) authorize or create
any class or series of stock of the Corporation having any preference or
priority which are pari passu or superior to shares of the Series A Preferred,
as to dividends, redemption or distribution of assets made in dissolution,
liquidation or winding up of the Corporation. The Corporation will at all times
in good faith carry out all such actions as may be reasonably necessary or
appropriate in order to protect the rights of the holders of the Series A
Preferred set forth hereunder against impairment.

6. SEVERABILITY OF PROVISIONS. If any right, preference or limitation of the
Series A Preferred set forth in this resolution (as such resolution may be
amended from time to time) is invalid, unlawful or incapable of being enforced
by reason of any rule of law or public policy, all other rights, preferences and
limitations set forth in this resolution (as so amended) which can be given
effect without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless, remain in full force and effect, and no right,
preference or limitation herein set forth shall be deemed dependent upon any
other such right, preference or limitation unless so expressed herein.

IN WITNESS WHEREOF, BIOGAN INTERNATIONAL, INC. has caused this statement to be
signed by Gilles LaVerdiere, its President and attested to by Robert C.
Montgomery, its Secretary, this 25th day of February, 2000.


BIOGAN INTERNATIONAL, INC.


By: /s/ GILLES LaVERDIERE
   ---------------------------------
     Gilles LaVerdiere, President

ATTEST: /s/ RONALD TOLMAN, VP
       -----------------------------

  /s/ ROBERT C. MONTGOMERY
 -----------------------------------
Robert C. Montgomery, Secretary