THE CYBER GROUP NETWORK CORPORATION
                             RETAINER STOCK PLAN FOR
                     NON-EMPLOYEE DIRECTORS AND CONSULTANTS

1.  INTRODUCTION.

This  plan  shall  be  known  as "The Cyber Group Network Corporation's Retainer
Stock  Plan  For Non-Employee Directors and Consultants" is hereinafter referred
to  as  the  "Plan".  The  purposes  of  the  Plan are to enable The Cyber Group
Network  Corporation, a Nevada corporation ("Company"), to promote the interests
of  the  Company  and  its shareholders by attracting and retaining non-employee
Directors  and  Consultants  capable  of  furthering  the  future success of the
Company  and by aligning their economic interests more closely with those of the
Company's  shareholders,  by paying their retainer or fees in the form of shares
of  the  Company's  common  stock,  par value one tenth of one cent ($0.001) per
share  ("Common  Stock").

2.  DEFINITIONS.

The  following  terms  shall  have  the  meanings  set  forth  below:

"Board"  means  the  Board  of  Directors  of  the  Company.

"Change  of  Control"  has  the  meaning  set  forth  in  Section  12(d).

"Code"  means  the  Internal Revenue Code of 1986, as amended, and the rules and
regulations  thereunder.  References  to  any  provision  of the Code or rule or
regulation  thereunder  shall  be  deemed  to  include  any amended or successor
provision,  rule  or  regulation.

"Committee" means the committee that administers the Plan, as more fully defined
in  Section  13.

"Common  Stock"  has  the  meaning  set  forth  in  Section  1.

"Company"  has  the  meaning  set  forth  in  Section  1.


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"Deferral  Election"  has  the  meaning  set  forth  in  Section  6.

"Deferred  Stock  Account" means a bookkeeping account maintained by the Company
for a Participant representing the Participant's interest in the shares credited
to  such  Deferred  Stock
Account  pursuant  to  Section  7.

"Delivery  Date"  has  the  meaning  set  forth  in  Section  6.

"Director"  means an individual who is a member of the Board of Directors of the
Company.

"Dividend  Equivalent" for a given dividend or other distribution means a number
of  shares of Common Stock having a Fair Market Value, as of the record date for
such dividend or distribution, equal to the amount of cash, plus the fair market
value  on  the  date  of  distribution of any property, that is distributed with
respect  to one share of Common Stock pursuant to such dividend or distribution;
such  fair  market  value  to  be  determined  by  the  Committee in good faith.

"Effective  Date"  has  the  meaning  set  forth  in  Section  3.

"Exchange  Act"  has  the  meaning  set  forth  in  Section  13(b).

"Fair Market Value" means the mean between the highest and lowest reported sales
prices  of the Common Stock on the NYSE Composite Tape or, if not listed on such
exchange, on any other national securities exchange on which the Common Stock is
listed  or  on  NASDAQ on the last trading day prior to the date with respect to
which  the  Fair  Market  Value  is  to  be  determined.

"Participant"  has  the  meaning  set  forth  in  Section  4.

"Payment  Time" means the time when a Stock Retainer is payable to a Participant
pursuant  to  Section 5 (without regard to the effect of any Deferral Election).

"Stock  Retainer"  has  the  meaning  set  forth  in  Section  5.

"Third  Anniversary"  has  the  meaning  set  forth  in  Section  6.

3.  EFFECTIVE  DATE  OF  THE  PLAN.

The  Plan  was  adopted by the Board effective March 8, 2001 ("Effective Date").

4.  ELIGIBILITY.

Each  individual  who is a Director or Consultant on the Effective Date and each
individual  who  becomes  a Director or Consultant thereafter during the term of
the  Plan,  shall  be  a  participant  ("Participant") in the Plan, in each case
during  such  period  as such individual remains a Director or Consultant and is


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not  an  employee  of  the  Company  or any of its subsidiaries.  Each credit of
shares  of  Common  Stock  pursuant  to the Plan shall be evidenced by a written
agreement  duly  executed  and  delivered  by  or on behalf of the Company and a
Participant,  if  such  an  agreement  is  required  by  the  Company  to assure
compliance  with  all  applicable  laws  and  regulations.

5.  GRANTS  OF  SHARES.

Commencing  on  the  Effective  Date,  the  amount  for  service to directors or
consultants  shall  instead  be  payable  in  shares  of  Common  Stock  ("Stock
Retainer")  pursuant  to  this Plan at the deemed issuance price of one tenth of
one  cent  ($0.001)  per  Share.

6.  DEFERRAL  OPTION.

From  and  after  the  Effective  Date,  a  Participant  may make an election (a
"Deferral  Election") on an annual basis to defer delivery of the Stock Retainer
specifying which one of the following way the Stock Retainer is to be delivered:
(a)  on  the date which is three years after the Effective Date for which it was
originally  payable  ("Third  Anniversary"),  (b)  on  the  date  upon which the
Participant  ceases  to  be  a Director or Consultant for any reason ("Departure
Date") or (c) in five equal annual installments commencing on the Departure Date
("Third  Anniversary"  and  "Departure  Date" each being referred to herein as a
"Delivery  Date").  Such  Deferral  Election  shall  remain  in  effect for each
Subsequent  Year  unless  changed,  provided  that,  any  Deferral Election with
respect  to  a particular Year may not be changed less than six (6) months prior
to  the  beginning  of  such  Year  and provided, further, that no more than one
Deferral  Election  or  change  thereof  may  be  made  in  any  Year.

Any  Deferral  Election  and  any  change or revocation thereof shall be made by
delivering  written notice thereof to the Committee no later than six (6) months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  thirtieth  (30th)  day  after  the  Effective  Date.

7.  DEFERRED  STOCK  ACCOUNTS.

The  Company  shall  maintain  a Deferred Stock Account for each Participant who
makes  a  Deferral  Election  to  which  shall be credited, as of the applicable
Payment Time, the number of shares of Common Stock payable pursuant to the Stock
Retainer to which the Deferral Election relates.  So long as any amounts in such
Deferred  Stock Account have not been delivered to the Participant under Section
8,  each Deferred Stock Account shall be credited as of the payment date for any
dividend  paid or other distribution made with respect to the Common Stock, with
a  number  of shares of Common Stock equal to (a) the number of shares of Common
Stock  shown in such Deferred Stock Account on the record date for such dividend
or  distribution  multiplied by (b) the Dividend Equivalent for such dividend or
distribution.

8.  DELIVERY  OF  SHARES.

(a)  The  shares  of Common Stock in a Participant's Deferred Stock Account with
respect  to  any  Stock  Retainer  for  which  a Deferral Election has been made


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(together  with  dividends attributable to such shares credited to such Deferred
Stock  Account)  shall be delivered in accordance with this Section 8 as soon as
practicable  after  the  applicable  Delivery  Date.  Except  with  respect to a
Deferral  Election  pursuant  to  Section  6(c),  or other agreement between the
parties,  such  shares  shall  be  delivered  at one time; provided that, if the
number  of shares so delivered includes a fractional share, such number shall be
rounded  to the nearest whole number of shares. If the Participant has in effect
a  Deferral  Election  pursuant  to  Section  6(c),  then  such  shares shall be
delivered  in  five  equal  annual  installments  (together  with  dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election  pursuant  to  Section  6(c)  in  effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate
immediately.  References  to a Participant in this Plan shall be deemed to refer
to  the  Participant's  estate  or  legal  guardian,  where  appropriate.

(b)  The  Company  may,  but shall not be required to, create a grantor trust or
utilize  an  existing  grantor  trust  (in either case, "Trust") to assist it in
accumulating  the shares of Common Stock needed to fulfill its obligations under
this  Section  8.   However,  Participants  shall  have  no  beneficial or other
interest  in  the  Trust and the assets thereof, and their rights under the Plan
shall  be  as  general  creditors of the Company, unaffected by the existence or
nonexistence  of  the  Trust,  except  that  deliveries  of  Stock  Retainers to
Participants  from  the  Trust  shall,  to  the  extent  thereof,  be treated as
satisfying  the  Company's  obligations  under  this  Section  8.

9.  SHARE  CERTIFICATES;  VOTING  AND  OTHER  RIGHTS.

The  certificates  for  shares  delivered to a Participant pursuant to Section 8
above  shall  be  issued  in the name of the Participant, and from and after the
date  of  such  issuance  the  Participant  shall be entitled to all rights of a
shareholder  with  respect  to Common Stock for all such shares issued in his or
her  name,  including  the  right  to vote the shares, and the Participant shall
receive all dividends and other distributions paid or made with respect thereto.

10.  GENERAL  RESTRICTIONS.

(a)  Notwithstanding any other provision of the Plan or agreements made pursuant
thereto,  the  Company shall not be required to issue or deliver any certificate
or  certificates  for shares of Common Stock under the Plan prior to fulfillment
of  all  of  the  following  conditions:

(i)   Listing  or  approval for listing upon official notice of issuance of such
shares  on  the New York Stock Exchange, Inc., or such other securities exchange
as  may  at  the  time  be  a  market  for  the  Common  Stock;


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(ii)   Any registration or other qualification of such shares under any state or
federal law or regulation, or the maintaining in effect of any such registration
or  other  qualification  which the Committee shall, upon the advice of counsel,
deem  necessary  or  advisable;  and

(iii)   Obtaining  any  other  consent,  approval,  or  permit from any state or
federal  governmental  agency  which  the  Committee  shall, after receiving the
advice  of  counsel,  determine  to  be  necessary  or  advisable.

(b)  Nothing contained in the Plan shall prevent the Company from adopting other
or  additional  compensation  arrangements  for  the  Participants.

11.  SHARES  AVAILABLE.

Subject  to Section 12 below, the maximum number of shares of Common Stock which
may  in the aggregate be paid as Stock Retainers pursuant to the Plan is Seventy
Million  (70,000,000).  Shares  of  Common Stock issueable under the Plan may be
taken  from  treasury  shares  of  the  Company or purchased on the open market.

12.  ADJUSTMENTS;  CHANGE  OF  CONTROL.

(a)  In  the  event  that there is, at any time after the Board adopts the Plan,
any  change  in  corporate capitalization, such as a stock split, combination of
shares, exchange of shares, warrants or rights offering to purchase Common Stock
at  a  price below its fair market value, reclassification, or recapitalization,
or  a  corporate  transaction,  such  as  any merger, consolidation, separation,
including  a  spin-off, or other extraordinary distribution of stock or property
of  the  Company,  any  reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or any partial or
complete  liquidation of the Company (each of the foregoing a "Transaction"), in
each  case other than any such Transaction which constitutes a Change of Control
(as  defined  below), (i) the Deferred Stock Accounts shall be credited with the
amount  and kind of shares or other property which would have been received by a
holder  of  the  number  of  shares  of Common Stock held in such Deferred Stock
Account had such shares of Common Stock been outstanding as of the effectiveness
of  any  such  Transaction, (ii) the number and kind of shares or other property
subject  to  the  Plan  shall  likewise be appropriately adjusted to reflect the
effectiveness  of  any  such  Transaction  and  (iii)  the  Committee  shall
appropriately  adjust  any  other  relevant  provisions of the Plan and any such
modification  by  the  Committee shall be binding and conclusive on all persons.

(b)  If  the  shares of Common Stock credited to the Deferred Stock Accounts are
converted pursuant to Section 12(a) into another form of property, references in
the  Plan  to  the  Common Stock shall be deemed, where appropriate, to refer to
such  other  form  of property, with such other modifications as may be required
for  the  Plan  to operate in accordance with its purposes. Without limiting the
generality  of  the foregoing, references to delivery of certificates for shares
of  Common  Stock shall be deemed to refer to delivery of cash and the incidents
of  ownership  of  any  other  property  held  in  the  Deferred Stock Accounts.


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(c)  In  lieu of the adjustment contemplated by Section 12(a), in the event of a
Change  of  Control,  the  following  shall  occur  on the date of the Change of
Control:  (i)  the  shares  of  Common Stock held in each Participant's Deferred
Stock  Account  shall be deemed to be issued and outstanding as of the Change of
Control;  (ii) the Company shall forthwith deliver to each Participant who has a
Deferred  Stock  Account all of the shares of Common Stock or any other property
held  in  such Participant's Deferred Stock Account; and (iii) the Plan shall be
terminated.

(d)  For  purposes  of  this  Plan,  Change  of  Control  shall  mean any of the
following  events:

(i)   The  acquisition by any individual, entity or group (within the meaning of
Section  13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the  "Exchange  Act")) (a "Person") of beneficial ownership (within the meaning
of  Rule  13d-3  promulgated  under the Exchange Act) of twenty percent (20%) or
more  of  either  (a) the then outstanding shares of common stock of the Company
("Outstanding  Company  Common  Stock")  or (b) the combined voting power of the
then  outstanding voting securities of the Company entitled to vote generally in
the  election  of directors ("Outstanding Company Voting Securities"); provided,
however,  that  the  following  acquisitions  shall  not  constitute a Change of
Control:  (a)  any  acquisition  directly  from  the  Company  (excluding  an
acquisition  by  virtue  of  the  exercise  of a conversion privilege unless the
security  being so converted was itself acquired directly from the Company), (b)
any acquisition by the Company, (c) any acquisition by any employee benefit plan
(or  related  trust)  sponsored  or maintained by the Company or any corporation
controlled  by the Company or (d) any acquisition by any corporation pursuant to
a  reorganization,  merger  or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (a), (b) and (c) of
paragraph  (iii)  of  this  Section  12(d)  are  satisfied;  or

(ii)   Individuals  who,  as  of  the  date  hereof, constitute the Board of the
Company  (as  of  the  date  hereof,  "Incumbent Board") cease for any reason to
constitute  at  least  a  majority  of  the  Board;  provided, however, that any
individual  becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by a vote of
at  least  a majority of the directors then comprising the Incumbent Board shall
be  considered  as  though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such  terms  are  used  in  Rule  14a-11 of Regulation 14A promulgated under the
Exchange  Act) or other actual or threatened solicitation of proxies or consents
by  or  on  behalf  of  a  Person  other  than  the  Board;  or

(iii)   Approval by the shareholders of the Company of a reorganization, merger,
binding  share exchange or consolidation, unless, following such reorganization,
merger,  binding  share  exchange  or  consolidation (a) more than sixty percent
(60%)  of,  respectively,  the  then  outstanding  shares of common stock of the
corporation  resulting  from such reorganization, merger, binding share exchange
or  consolidation  and  the combined voting power of the then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors  is  then  beneficially  owned,  directly  or  indirectly,  by  all or
substantially  all  of  the  individuals  and  entities  who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as


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their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (b) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or indirectly, twenty percent (20%) or more of the Outstanding Company
Common  Stock  or  Outstanding  Company  Voting  Securities, as the case may be)
beneficially  owns,  directly  or  indirectly,  twenty percent (20%) or more of,
respectively,  the  then  outstanding  shares of common stock of the corporation
resulting  from  such  reorganization,  merger,  binding  share  exchange  or
consolidation  or  the  combined  voting  power  of  the then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors  and  (c) at least a majority of the members of the board of directors
of  the  corporation  resulting  from such reorganization, merger, binding share
exchange or consolidation were members of the Incumbent Board at the time of the
execution  of  the  initial agreement providing for such reorganization, merger,
binding  share  exchange  or  consolidation;  or

(iv)   Approval by the shareholders of the Company of (a) a complete liquidation
or  dissolution  of  the  Company or (b) the sale or other disposition of all or
substantially  all  of  the  assets of the Company, other than to a corporation,
with  respect  to  which following such sale or other disposition, (x) more than
sixty  percent  (60%)  of,  respectively,  the then outstanding shares of common
stock  of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of  directors  is  then  beneficially  owned,  directly or indirectly, by all or
substantially  all  of  the  individuals  and  entities  who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (y) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to such sale or other disposition, directly or indirectly, twenty percent
(20%)  or  more  of  the Outstanding Company Common Stock or Outstanding Company
Voting  Securities,  as  the  case  may  be)  beneficially  owns,  directly  or
indirectly,  twenty percent (20%) or more of, respectively, the then outstanding
shares  of common stock of such corporation and the combined voting power of the
then  outstanding  voting  securities  of  such  corporation  entitled  to  vote
generally  in  the  election  of  directors  and  (z) at least a majority of the
members  of  the  board  of  directors  of  such corporation were members of the
Incumbent  Board at the time of the execution of the initial agreement or action
of  the  Board  providing  for  such  sale or other disposition of assets of the
Company.

13.  ADMINISTRATION;  AMENDMENT  AND  TERMINATION.

(a)  The  Plan  shall be administered by a committee consisting of three members
who  shall  be the current directors of the Company or senior executive officers
or  other  directors  who are not Participants as may be designated by the Chief


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Executive Officer ("Committee"), which shall have full authority to construe and
interpret  the  Plan,  to  establish,  amend  and  rescind rules and regulations
relating  to  the  Plan,  and  to  take  all  such  actions  and  make  all such
determinations  in  connection  with  the  Plan  as  it  may  deem  necessary or
desirable.  (b)  The  Board  may  from  time to time make such amendments to the
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  as  it  may  deem proper and in the best interest of the Company without
further  approval  of  the  Company's stockholders, provided that, to the extent
required  under  Florida  law  or  to  qualify  transactions  under the Plan for
exemption  under  Rule 16b-3 promulgated under the Exchange Act, no amendment to
the Plan shall be adopted without further approval of the Company's stockholders
and,  provided,  further,  that  if  and  to the extent required for the Plan to
comply  with  Rule 16b-3 promulgated under the Exchange Act, no amendment to the
Plan  shall be made more than once in any six (6) month period that would change
the  amount,  price or timing of the grants of Common Stock hereunder other than
to  comport  with  changes in the Internal Revenue Code of 1986, as amended, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  (c)  The  Board  may  terminate the Plan at any time by a vote of a
majority  of  the  members  thereof.

14.  MISCELLANEOUS.

(a)  Nothing in the Plan shall be deemed to create any obligation on the part of
the  Board to nominate any Director for reelection by the Company's shareholders
or  to  limit  the  rights  of  the  shareholders  to  remove  any  Director.

(b)  The  Company  shall  have  the  right  to require, prior to the issuance or
delivery  of any shares of Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee for the withholding of any taxes
required  by law to be withheld with respect to the issuance or delivery of such
shares,  including  without  limitation  by the withholding of shares that would
otherwise  be  so issued or delivered, by withholding from any other payment due
to  the  Participant,  or  by  a cash payment to the Company by the Participant.

15.  GOVERNING  LAW.

The  Plan and all actions taken thereunder shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  Nevada.

THE  CYBER  GROUP  NETWORK  CORPORATION


By:   /s/  Gregory  Evans
   ----------------------
Gregory  Evans,  CEO


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