CERTIFICATE OF DESIGNATION OF
                     SERIES A NONCONVERTIBLE PREFERRED STOCK
                          (PAR VALUE $0.0001 PER SHARE)

                                       OF

                                    VYTA CORP


                                      _____

            Pursuant to Section 78.195 of the Nevada Revised Statutes

                                      _____

It  is  hereby  certified  that:

     1.     The  name  of  the  company  is Vyta Corp, a Nevada corporation (the
"Company").

     2.     The Articles of Incorporation of the Company authorizes the issuance
of  Five  Million (5,000,000) shares of preferred stock ("Preferred Stock"), par
value  $0.0001  per  share, and expressly vests in the Board of Directors of the
Company the authority provided therein to issue any or all of said shares in one
(1) or more series and by resolution or resolutions to establish the designation
and  number  and to fix the relative rights and preferences of each series to be
issued.

     3.     The  Board  of  Directors  of the Company, pursuant to the authority
expressly  vested  in  it  as  aforesaid,  has adopted the following resolutions
creating  the  Series  A  Preferred  Stock:

     RESOLVED,  that  five  hundred  thousand  (500,000)  of  the  five  million
(5,000,000)  authorized  shares  of  Preferred  Stock  of  the  Company shall be
designated  Series A Nonconvertible Preferred Stock, par value $0.0001 per share
("Series  A  Preferred Stock"), and shall possess the rights and preferences set
forth  below:

     SECTION 1.  DESIGNATION AND AMOUNT.  The shares of such series shall have a
par  value  of  $0.0001  per share and shall be designated as Series A Preferred
Stock  and  the number of shares constituting the Series A Preferred Stock shall
be  five  hundred thousand (500,000).  The Series A Preferred Stock shall have a
deemed  par  value  (the  "Deemed  Par  Value") of one dollar ($1.00) per share.

     SECTION  2.  RANK.  Except  for  the  voting  rights  specifically  granted
herein,  the  Series A Preferred Stock shall rank: (i) junior to any other class
or  series  of  outstanding  Preferred  Stock  or series of capital stock of the
Company  hereafter  created  specifically  ranking  by  its


<PAGE>
terms  senior  to  the  Series  A  Preferred  Stock  (collectively,  the "Senior
Securities"); (ii) prior to all of the Company's common stock, par value $0.0001
per  share ("Common Stock"); (iii) prior to any class or series of capital stock
of the Company hereafter created not specifically ranking by its terms senior to
or  on  parity  with  any  Series  A  Preferred  Stock  of  whatever subdivision
(collectively,  with  the Common Stock and the existing Preferred Stock, "Junior
Securities");  and  (iv)  on parity with any class or series of capital stock of
the  Company  hereafter created specifically ranking by its terms on parity with
the  Series  A  Preferred  Stock  ("Parity  Securities")  in  each  case  as  to
distributions  of  assets  upon  liquidation,  dissolution  or winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to  collectively  as  "Distributions").

     SECTION  3.  DIVIDENDS.  Each  share  of  Series A Preferred Stock shall be
paid  a  dividend  (or other distributions deemed dividends for purposes hereof)
equal  to  eight  percent (8%) per annum of the Deemed Par Value.  The dividends
shall be cumulative from the date of issuance (the "Commencement Date"). If such
dividend  is  not declared and paid, for any reason, the Deemed Par Value of the
Series  A  Preferred  Stock  shall  be  increased  by  such  accrued  dividend.

     SECTION  4.  LIQUIDATION  PREFERENCE.

          (a)     In  the event of any liquidation, dissolution or winding up of
     the  Company,  either  voluntary  or  involuntary, the Holders of shares of
     Series  A  Preferred  Stock shall be entitled to receive, immediately after
     any  distributions  to Senior Securities required by the Company's Articles
     of Incorporation or any certificate of designation, and prior in preference
     to  any  distribution  to  Junior  Securities  but  in  parity  with  any
     distribution  to Parity Securities, an amount per share equal to the sum of
     (i)  the  Deemed Par Value for each outstanding share of Series A Preferred
     Stock  and (ii) an amount equal to the accrued but unpaid dividends for the
     period that has passed since the Commencement Date to the date of the event
     of  liquidation,  dissolution  or  winding  up  of the Company. If upon the
     occurrence  of  such  event,  and after payment in full of the preferential
     amounts  with  respect  to  the  Senior  Securities,  the  assets and funds
     available  to  be  distributed  among the Holders of the Series A Preferred
     Stock  and Parity Securities shall be insufficient to permit the payment to
     such  Holders  of  the  full preferential amounts due to the Holders of the
     Series  A Preferred Stock and the Parity Securities, respectively, then the
     entire  assets  and funds of the Company legally available for distribution
     shall  be distributed among the Holders of the Series A Preferred Stock and
     the  Parity  Securities,  pro  rata,  based  on  the respective liquidation
     amounts  to  which  each  such series of stock is entitled by the Company's
     Articles  of  Incorporation  and any certificate(s) of designation relating
     thereto.

          (b)     Upon the completion of the distribution required by subsection
     4(a),  if  assets  remain  in  the  Company,  they  shall be distributed to
     Holders  of  Junior Securities in accordance with the Company's Articles of
     Incorporation  including  any  duly  adopted certificate(s) of designation.

          (c)     After  the  payment  to  the Holders of the Series A Preferred
     Stock  of  the  full  preferential  amounts  provided  for in this Section,
     the  Holders  of  Series  A  Preferred Stock as such shall have no right or
     claim  to  any  of  the  remaining  assets  of  the  Company.


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<PAGE>
     SECTION  5.  CONVERSION RIGHTS. The Holders of the Series A Preferred Stock
shall  have  no  conversion  rights.

     SECTION  6.  REDEMPTION  BY  THE  COMPANY.

          (a)     COMPANY'S  RIGHT  TO  REDEEM AT ITS ELECTION.  On or after ten
     years  after  the  Commencement  Date,  the  Company  shall have the right,
     in its sole discretion, to redeem ("Redemption"), from time to time, any or
     all  of  the  Series  A  Preferred  Stock; provided the Company shall first
     provide prior written notice as provided in subparagraph 6(a)(ii) below. If
     the  Company  elects to redeem some, but not all, of the Series A Preferred
     Stock,  the  Company shall redeem a pro-rata amount from each Holder of the
     Series  A  Preferred  Stock.

               (i)     Redemption  Price.  The  "Redemption Price" for redeeming
          each  share  of  Series  A  Preferred  Stock  shall  be 130% of Deemed
          Par  Value  (as  defined  in  Section  1)  of  the  shares of Series A
          Preferred Stock being redeemed pursuant to this Section, together with
          the  accrued  but  unpaid  dividends  on  the  Deemed  Par  Value.

               (ii)     Mechanics  of Redemption.  The Company shall effect each
          such  redemption  by  giving  at  least thirty (30) days prior written
          notice  ("Notice  of  Redemption")  to  the  Holders  of  the Series A
          Preferred  Stock selected for redemption, at the address and facsimile
          number  of  each  such  Holder  appearing  in  the  Company's Series A
          Preferred  Stock  register, which Notice of Redemption shall be deemed
          to  have  been  delivered  three (3) business days after the Company's
          mailing  (by  overnight  or  two  (2)  day  courier,  with  a  copy by
          facsimile)  of  such  Notice  of Redemption. Such Notice of Redemption
          shall  indicate  (A)  the number of shares of Series A Preferred Stock
          that  have  been  selected  for  redemption;  (B)  the date which such
          redemption  is to become effective (the "Date of Redemption"); and (C)
          the  Redemption  Price,  as  defined  in  subsection  (a)(i)  above.

          (b)     COMPANY  MUST  HAVE  IMMEDIATELY  AVAILABLE  FUNDS  OR  CREDIT
     FACILITIES.  The  Company  shall  not  be  entitled  to  send any Notice of
     Redemption  and begin the redemption procedure under Section 6(a) unless it
     has:

               (i)     the  full  amount  of  the  Redemption  Price  in  cash,
          available  in  a  demand  or  other immediately available account in a
          bank  or  similar  financial  institution;  or

               (ii)     immediately  available  credit  facilities,  in the full
          amount  of  the  Redemption  Price  with  a  bank or similar financial
          institution;  or

               (iii)     an  agreement  with  a  standby  underwriter willing to
          purchase  from  the  Company  a  sufficient  number  of  the Company's
          securities  to  provide  proceeds  necessary  to  redeem  the Series A
          Preferred  Stock;  or


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<PAGE>
               (iv)     a  combination  of  the items set forth in (i), (ii) and
          (iii)  above,  aggregating  the  full  amount of the Redemption Price.

          (c)     PAYMENT  OF  REDEMPTION PRICE.  Each Holder tendering Series A
     Preferred  Stock  being  redeemed  under  this  Section  shall  send  their
     Preferred  Stock  Certificates  so redeemed to the Company, and the Company
     shall  pay  the  applicable Redemption Price to that Holder within five (5)
     business days of the Date of Redemption. The Company shall not be obligated
     to  deliver the Redemption Price unless the Preferred Stock Certificates so
     redeemed  are  delivered  to  the Company, or, in the event one (1) or more
     certificates  have  been  lost,  stolen, mutilated or destroyed, unless the
     Holder  has  complied  with  Section  5(b)(i).

          (d)     BLACKOUT  PERIOD.  Notwithstanding  the foregoing, the Company
     may  not  either  send  out  a  Notice of Redemption or effect a redemption
     pursuant  to  Section  6(a)  above during a "Blackout Period" (defined as a
     period  during  which  the  Company's  officers  or  directors would not be
     entitled  to buy or sell securities of the Company because of their holding
     of  material  non-public  information),  unless  the  Company  shall  first
     disclose  the  non-public information that resulted in the Blackout Period;
     provided,  however, that no redemption shall be effected until at least ten
     (10) days after the Company shall have given the Holder written notice that
     the  Blackout  Period  has  been  lifted.

     SECTION  7.  VOTING  RIGHTS.  The  Holders  of the Series A Preferred Stock
shall  have  the right to vote on any matter with Holders of Common Stock voting
together  as  one  class.  The  votes  cast by Holders of the Series A Preferred
Stock  shall be identical in every other respect to the votes cast by Holders of
Common  Stock entitled to vote at any regular or special meeting of the Holders.
The Holder(s) of a shares(s) of Series A Preferred stock, as a class, shall have
the  votes  and the voting power which shall, at all times and for all purposes,
be  greater  by 1% than the combined votes and voting power of all other classes
of  securities  entitled  to  vote  on  any  matter.

     The  Holders  of the Series A Preferred Stock shall be entitled to the same
notice  of any regular or special meeting of the Shareholders as may or shall be
given  to  Holders  of  the  Common  Stock  entitled  to  vote at such meetings.

     For  purposes of determining a quorum for any regular or special meeting of
the  Shareholders,  each share of Series A Preferred Stock, as a class, shall be
computed  based  upon  the  voting  power  described  above.

     If,  the  number  of  outstanding  shares  of  Series  A Preferred Stock is
increased  by  a stock split, stock dividend, or other similar event, the number
of  votes  represented  by  each  share  of  Series  A  Preferred Stock shall be
proportionately  reduced,  or  if  the  number of outstanding shares of Series A
Preferred  Stock is decreased by a reverse stock split, combination, subdivision
or  reclassification  of  shares,  or  other  similar event, the number of votes
represented  by  each share of Series A Preferred Stock shall be proportionately
increased.


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<PAGE>
     SECTION  8.  PROTECTIVE PROVISION.  So long as shares of Series A Preferred
Stock  are  outstanding,  the  Company  shall  not  without  first obtaining the
approval  (by  vote  or  written  consent,  as  provided  by  the Nevada Revised
Statutes)  of  the  Holders  of  at least seventy-five percent (75%) of the then
outstanding  shares  of  Series  A  Preferred  Stock,  and at least seventy-five
percent  (75%)  of  the  then  outstanding  Holders:

          (a)     alter  or  change the rights, preferences or privileges of the
     Series  A  Preferred  Stock  so  as  to  affect  adversely  the  Series  A
     Preferred  Stock;  or

          (b)     create  any  new  class or series of stock having a preference
     over  the  Series  A  Preferred  Stock  with  respect  to Distributions (as
     defined  in  Section 2 above) or increase the size of the authorized number
     of  shares  of  Series  A  Preferred  Stock.

     In  the  event  Holders  of at least seventy five percent (75%) of the then
outstanding shares of Series A Preferred Stock and at least seventy five percent
(75%)  of  the  then  outstanding Holders agree to allow the Company to alter or
change the rights, preferences or privileges of the shares of Series A Preferred
Stock,  pursuant to subsection (a) above, so as to affect the Series A Preferred
Stock,  then  the  Company  will  deliver  notice of such approved change to the
Holders of the Series A Preferred Stock that did not agree to such alteration or
change  (the  "Dissenting  Holders").

     SECTION  9.  STATUS OF REDEEMED STOCK.  In the event any shares of Series A
Preferred  Stock  shall  be redeemed pursuant to Section 6 hereof, the shares so
redeemed  shall  be  canceled,  shall  return  to  the  status of authorized but
unissued  Preferred  Stock of no designated series, and shall not be re-issuable
by  the  Company  as  Series  A  Preferred  Stock.

     SECTION  10.  PREFERENCE  RIGHTS.  Nothing  contained  herein  shall  be
construed  to  prevent the Board of Directors of the Company from issuing one or
more  series  of  Preferred  Stock  with dividend and/or liquidation preferences
junior  to  the  dividend  and liquidation preferences of the Series A Preferred
Stock.


                            [Signature Page Follows]


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<PAGE>
                                 SIGNATURE PAGE
     [CERTIFICATE OF DESIGNATION OF SERIES A NONCONVERTIBLE PREFERRED STOCK]




                                        By  /s/ Paul H. Metzinger
                                            ------------------------------------
                                            Paul H. Metzinger,
                                            President & Chief Executive Officer


                                        By  /s/ Kristi J. Kampmann
                                            ------------------------------------
                                            Kristi J. Kampmann,
                                            Secretary


Dated:  March 2, 2007


STATE OF COLORADO     )
                           ) ss.
COUNTY OF DENVER      )

     I,  the undersigned, a Notary Public, hereby certify that on the 2nd day of
March,  2007,  personally  appeared  before  me, Paul H. Metzinger and Kristi J.
Kampmann who, being by me first duly sworn, declared that they are the President
&  Chief  Executive Officer and Secretary, respectively, of Vyta Corp, that they
signed the foregoing document as President and Secretary and that the statements
therein  contained  are  true.


                                        ----------------------------------------
                                        Notary  Public
My  Commission  Expires:


----------------------------------------


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