EXHIBIT A

AMENDED AND RESTATED

CERTIFICATE OF THE
DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE PARTICIPATING OR OTHER RIGHTS,
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF, OF

SERIES B PREFERRED STOCK
($0.001 Par Value)
OF
SAN DIEGO SOCCER DEVELOPMENT CORPORATION
________________________________
Pursuant to the General Corporation Law
of the State of Nevada
________________________________

SAN
DIEGO SOCCER DEVELOPMENT CORPORATION, a Nevada corporation (the "Corporation"),
does hereby certify that the following resolutions were duly adopted by the
Board of Directors of the Corporation pursuant to authority conferred upon the
Board of Directors by the Articles of Incorporation and Bylaws of the
Corporation, which authorizes the issuance of up to 1,000,000 shares of Series B
preferred tock, by unanimous consent of the Board of Directors dated November
20, 2003:
    RESOLVED, that the issue of a series of preferred stock,
$0.001 par value, of the Corporation was authorized by this Board on November
11, 2003, and the designations, powers, preferences and relative, participating
or other rights, and the qualifications, limitations or restrictions thereof
fixed pursuant to a Certificate of Designations filed with the Nevada Secretary
of State on or about November 11, 2003 are hereby amended and restated as
follows:

> For the purposes of
>   these designations, the following terms shall have the meanings specified:
>   "Board of Directors"
>   shall mean the board of directors of the Corporation.
>   "Common Holders" shall
>   mean the holders of Common Stock.
>   "Common Stock" shall mean the common stock, $0.001 par value per share, of the
>   Corporation.
>   "Conversion Rate" shall have the meaning provided in Subsection (c)(2) hereof.
>   "Conversion Timing" shall have the meaning provided in Subsection (c)(1)
>   hereof.

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> "Corporation" shall mean San Diego Soccer Development Corporation, a Nevada
>   corporation.
>   "Designations" shall mean the terms, preferences, limitations and relative
>   rights of the Series A Preferred Stock established hereby and set forth
>   hereinafter.
>   "Liquidating Event" shall have the meaning specified in Section (a).
>   "Original Issue Date" shall mean the date on which Series B Shares are first
>   actually issued by the Corporation.
>   "Sale or Merger" shall have the meaning specified in Section (a).
>   "Securities Act" shall mean the federal Securities Act of 1933, as amended.
>   "Series A Preferred Stock" shall mean the 6,650,000 shares of Series A
>   Preferred Stock, $0.001 par value per share, previously designated by the
>   Corporation.
>   "Series B Holders" shall mean the holders of Series B Shares.
>   "Series B Preferred Stock" shall mean the 1,000,000 shares of Series B
>   Preferred Stock, $0.001 par value per share, hereby designated.
>   "Series B Shares" shall mean the shares of Series B Preferred Stock.
>   The Designations granted to and imposed upon the Series B Preferred Stock are
>   as follows:

(a) Liquidation Preference. In the event of any merger, consolidation, sale of
assets or other transactions in which control of the Corporation is transferred,
or a liquidation or winding up of the Corporation ("Liquidating Event"): The
Series B Holders shall be entitled to be paid out of the assets of the
Corporation an amount per share equal to their original purchase price plus all
declared and all unpaid dividends on the Series B Preferred Stock. If the assets
of the Corporation shall be insufficient to make payment in full to all Series B
Holders, then such assets shall be distributed among the Series B Holders at the
time outstanding, ratably in proportion to the full amounts to which such Series
B Holders hold at the time outstanding. After the payment of the full
liquidation preference of the Series B Preferred Stock, the remaining assets of
the Corporation legally available for distribution shall be distributed ratably
to the holders of the Common Stock, any outstanding Series A Preferred Stock,
and the Series B Preferred Stock on a common equivalent basis.
        (b) Voting Rights. As long as at
least 500,000 shares of the Series B Preferred Stock remain outstanding, the
separate consent of the holders of at least 51% of the outstanding Series B
Shares shall be required for any action which (i) alters or changes the rights,
preferences or privileges of the Series B Shares, or (ii) increases or decreases
the authorized number of Series B Shares. On all other matters, the Series B
Shares shall vote with the Common Stock. Each share of Series B Preferred Stock
shall carry with it one vote in all matters to be placed before the Company's
shareholders. 
        (c) Conversion Rights. The holders of
the Series B Preferred Stock shall have the following rights to conversion:
            (1)
Conversion Timing. The Series B Shares may be converted, under the conditions
described in this Section (c), at any time after the Original Issue Date
thereof.

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(2)
Conversion Rate. The Series B Shares shall be convertible, under the conditions
described in this Section (c), at the rate (the "Conversion Rate") of one (1)
share of Series B Preferred Stock to three (3) shares of Common Stock. 
            (3)
Fractional Shares. No fractional shares of Common Stock shall be issued upon
conversion of Series B Preferred Stock, and any Series B Shares surrendered for
conversion that would otherwise result in a fractional share of Common Stock
shall be redeemed at the then-current market value of the Common Stock, payable
as promptly as possible when funds are legally available therefor.
            (4) Mechanics
of Conversion. Before any Series B Holder shall be entitled to receive
certificates representing the shares of Common Stock into which Series B Shares
are converted in accordance with the foregoing Subsections, such holder shall
surrender the certificate or certificates for such Series B Shares, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Series B Preferred Stock, and shall give written notice to the Corporation at
such office of the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued, if different from the name
shown on the books and records of the Corporation. Said conversion notice shall
also contain such representations as may reasonably be required by the
Corporation to the effect that the shares to be received upon conversion are not
being acquired and will not be transferred in any way that might violate the
then applicable securities laws. The Corporation shall, as soon as practicable
thereafter and in no event later than ten (10) days after the delivery of said
certificates, issue and deliver at such office to such Series B Holder, or to
the nominee or nominees of such holder as provided in such notice, a certificate
or certificates for the number of shares of Common Stock to which such holder
shall be entitled as aforesaid. The person or persons entitled to receive the
shares of Common Stock issuable upon a conversion pursuant to the foregoing
Subsections shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of the effective date of conversion specified in
such section. All certificates issued upon the exercise or occurrence of the
conversion shall contain a legend governing restrictions upon such shares
imposed by law or agreement of the holder or his or its predecessors.
            (5)
Adjustment for Subdivisions or Combinations of Common Stock. In the event the
Corporation at any time or from time to time after the Original Issue Date
effects a subdivision or combination of the outstanding Common Stock into a
greater or lesser number of shares without a proportionate and corresponding
subdivision or combination of the outstanding Series B Preferred Stock, then and
in each such event the Conversion Rate shall be increased or decreased
proportionately.
            (6)
Adjustments for Dividends, Distributions and Common Stock Equivalents. In the
event that the Corporation at any time or from time to time after the Original
Issue Date shall make or issue, or fix a record date for the determination of
Common Holders entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights convertible into
or entitling the holder thereof to receive additional shares of Common Stock
(hereinafter referred to as "Common Stock Equivalents") without payment of any
consideration by such holder of such Common Stock Equivalents or the additional
shares of Common Stock, and without a proportionate and corresponding dividend
or other distribution to Series B Holders, then and in each such event the
maximum number of shares (as set forth in the instrument relating thereto
without regard to any provisions contained therein for subsequent adjustment of
such number) of Common Stock issuable in payment of such dividend or
distribution or upon conversion or exercise of such Common Stock Equivalents
shall be deemed, for purposes of this Subsection (c)(6), to be issued and
outstanding as of the time of such issuance or, in the event such a record date
shall have been fixed, as of the close of business on such record date. In each
such event the Conversion Rate shall be decreased as of the time of such
issuance or, in the event such a record date shall have been fixed, as of the
close of business on such record date, by multiplying the Conversion Rate by a
fraction,

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> (A) the numerator of
>     which shall be the total number of shares of Common Stock issued and
>     outstanding or deemed pursuant to the foregoing terms of this Subsection
>     (c)(6) to be issued and outstanding immediately prior to the time of such
>     issuance or the close of business on such record date; and
>     (B) the denominator of which shall be the total number of shares of Common
>     Stock (x) issued and outstanding or deemed pursuant to the foregoing terms
>     of this Subsection (c)(6) to be issued and outstanding (not including any
>     shares described in clause (y) immediately below), immediately prior to the
>     time of such issuance or the close of business on such record date, plus (y)
>     the number of shares of Common Stock issuable in payment of such dividend or
>     distribution or upon conversion or exercise of such Common Stock
>     Equivalents;

provided, however, that
(i) if such record date shall have been fixed and such dividend is not fully
paid or if such distribution is not fully made on the date fixed therefor, the
Conversion Rate shall be recomputed accordingly as of the close of business on
such record date and thereafter the Conversion Rate shall be adjusted pursuant
to this Subsection (c)(6) as of the time of actual payment of such dividend or
distribution; or (ii) if such Common Stock Equivalents provide, with the passage
of time or otherwise, for any decrease in the number of shares of Common Stock
issuable upon conversion or exercise thereof (or upon the occurrence of a record
date with respect thereto), the Conversion Rate computed upon the original issue
thereof (or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such decrease becoming
effective, be recomputed to reflect such decrease insofar as it affects the
rights of conversion or exercise of the Common Stock Equivalents then
outstanding; or (iii) upon the expiration of any rights of conversion or
exercise under any unexercised Common Stock Equivalents, the Conversion Rate
computed upon the original issue thereof (or upon the occurrence of a record
date with respect thereto), and any subsequent adjustments based thereon, shall,
upon such expiration, be recomputed as if the only additional shares of Common
Stock issued were the shares of such stock, if any, actually issued upon the
conversion or exercise of such Common Stock Equivalents; or (iv) in the event of
issuance of Common Stock Equivalents that expire by their terms not more than
sixty (60) days after the date of issuance thereof, no adjustments of the
Conversion Rate shall be made until the expiration or exercise of all such
Common Stock Equivalents, whereupon the adjustment otherwise required by this
Subsection (c)(6) shall be made in the manner provided herein.
        (7) Reorganizations, Mergers or
Consolidations. If at any time or from time to time after the Original Issue
Date, there is a capital reorganization of the Common Stock or the merger or
consolidation of the Corporation with or into another corporation or another
entity or person (other than a Sale or Merger provided for in Section (a) or a
recapitalization, subdivision, combination, reclassification, exchange or
substitution of shares provided for elsewhere in this Section (c), as a part of
such capital reorganization, provision shall be made so that the Series B
Holders shall thereafter be entitled to receive upon conversion of the Series B
Preferred Stock the number of shares of stock or other securities or property of
the Corporation to which a holder of the number of shares of Common Stock
deliverable upon conversion would have been entitled on such capital
reorganization, subject to adjustment in respect of such stock or securities by
the terms thereof. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section (c)(7) with respect to the rights
of the Series B Holders after the capital reorganization to the end that the
provisions of this Section (c)(7) (including adjustment of the Conversion Rate
then in effect and the number of shares issuable upon conversion of the Series B
Preferred Stock) shall be applicable after that event and be as nearly
equivalent as practicable.

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(8) Certificate as to Adjustments.
Upon the occurrence of each adjustment or readjustment of the Conversion Rate
pursuant to this Section (c), the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
cause independent public accountants selected by the Corporation to verify such
computation and prepare and furnish to each Series B Holder a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Corporation shall, upon
the written request at any time of any Series B Holder, furnish or cause to be
furnished to such holder a like certificate setting forth (i) such adjustments
and readjustments, (ii) the Conversion Rate at that time in effect, and (iii)
the number of shares of Common Stock and the amount, if any, of other property
that at that time would be received upon the conversion of Series B Preferred
Stock.
        (9) 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 Series B Shares 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 the Series B Preferred Stock; and if at any time
the number of authorized but unissued shares of Common Stock shall be
insufficient to effect the conversion of all then outstanding shares of the
Series B Preferred Stock, the Corporation shall 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.
            (d)
Dividends. The holders of the Series B Preferred Stock shall be entitled to
receive non-cumulative dividends in preference to any dividend on the Common
Stock at the rate of 6% per annum, payable on an annual basis, beginning as of
the first anniversary of the Original Issue Date.
            (e) No
Preemptive Rights. No Series B Holder, as such, shall be entitled as a matter of
right to subscribe for or purchase any part of any new or additional issue of
shares of any class or series, junior or senior thereto, or securities
convertible into, exchangeable for, or exercisable for the purchase of, shares
of any class or series, junior or senior, whether now or hereafter authorized,
and whether issued for cash, property, services, by way of dividends or
otherwise.
            (f) No
Protective Covenant. Except as provided in subsection (b) above, the consent or
approval of the Series B Holders shall not be necessary in connection with the
Corporation's creating, effecting or validating any new class or series of
shares having rights, preferences or privileges senior to or on parity with the
Series B Preferred Stock including, but without limitation, dividends and
liquidation preferences senior to the Series B Preferred Stock.
            (g) Notices.
Any notice required by the provisions hereof or by law to be given to the Series
B Holders shall be deemed given on the third business day following (and not
including) the date on which such notice is deposited in the United States Mail,
first class, postage prepaid, and addressed to each holder of record at his
address appearing on the books of the Corporation. Notice by any other means
shall not be deemed effective until actually received.

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IN WITNESS WHEREOF, SAN DIEGO SOCCER DEVELOPMENT CORPORATION has caused this
Certificate to be duly executed by its Chief Executive Officer and Secretary
this 20th day of November 2003.
SAN DIEGO SOCCER DEVELOPMENT CORPORATION 
By: /s/ Yan K. Skwara
Yan K. Skwara, Chief Executive Officer
By: /s/ Lonn Paul
Lonn Paul, Secretary













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