Exhibit 3

                                    EXHIBIT A
                                    ---------

                      SOYO GROUP, INC. (THE "CORPORATION")
                    CERTIFICATE OF DESIGNATION (CONTINUATION)

     1. Designation.

     (a) The  designation of the series of Class B Convertible  Preferred  Stock
created  by this  resolution  shall be  "Class B  Convertible  Preferred  Stock"
(hereinafter called the "Class B Preferred").

     (b) All shares of Class B Preferred  shall be identical  with each other in
all respects.

     2. Liquidation Rights.

     (a) General.  In the event of any  liquidation,  dissolution or winding up,
whether  voluntary  or  involuntary,  holders of each share of Class B Preferred
shall  be  entitled  to be  paid  out of the  assets  or  surplus  funds  of the
Corporation  legally  available for distribution to holders of the Corporation's
capital  stock of all classes  (whether  such assets are  capital,  surplus,  or
earnings) and subject to the liquidating  preference of the holders of the Class
A Preferred  Stock or any other series of Preferred Stock which may be senior in
right of  preference  to the Class B Preferred and before any sums shall be paid
or any assets or surplus funds distributed among the holders of Common Stock, an
amount equal to $1.00 per share (as adjusted for any stock dividend, combination
or splits  with  respect  to such  shares)  of Class B  Preferred  (the  "Stated
Value").

     (b) Distributions Other than Cash.  Whenever the distribution  provided for
in this Section 2 shall be paid in property  other than cash,  the value of such
distribution  shall be the fair market value of such  property as  determined in
good faith by the Board of Directors of the Corporation.  In each such case, the
holders of the Class B Preferred shall be entitled to a  proportionate  share of
any such distribution.

     If the  assets of the  Corporation  shall be  insufficient  to  permit  the
payment in full to holders of the Class B Preferred of the  preferential  amount
set forth in this Section 2, then the entire assets of the Corporation available
for such  distribution  shall be  distributed  ratably  among the holders of the
Class B Preferred in accordance with the aggregate liquidation preference of the
shares of Class B Preferred held by each of them.

     Neither the sale, lease or exchange (for cash, shares of stock,  securities
or other  consideration)  of all or substantially all the property and assets of
the Corporation, nor 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,  shall be deemed to be a dissolution,  liquidation
or winding up, voluntary or involuntary, for the purposes of this section.

     3.  Covenants.  The  Corporation  is prohibited  from taking any actions to
amend or repeal any provision  of, or add any  provision  to, the  Corporation's
Articles of  Incorporation,  Bylaws or this Certificate of Designation,  if such
action would change adversely the preferences,  rights, privileges or powers of,
or restrictions provided for the benefit of, the Class B Preferred.

<PAGE>

     4. Dividends.  The holders of the  outstanding  Series B Preferred shall be
entitled to receive,  when,  as and if declared by the Board of Directors of the
Corporation out of funds legally available  therefore,  cumulative  dividends at
the annual rate of 6% of the Stated  Value per share of the Series B  Preferred.
Such  dividends  shall be payable in cash  quarterly,  on the  fifteenth  day of
April,  July,  October and January (each of such dates being a "Dividend Payment
Date").  In lieu of cash, at the option of the Corporation,  the Corporation may
deliver to the holders  restricted shares of the  Corporation's  Common Stock or
Series B Preferred valued at the Fair Market Value thereof.  As used herein Fair
Market  Value  shall  mean in the  case of stock on a given  date,  the  highest
closing, the highest closing bid quotation with respect to a share of such stock
(or in the case of Series B Preferred,  Common Stock  issuable upon  conversion)
during the 10-day  period  preceding  such date on the National  Association  of
Securities  Dealers,  Inc.  Automated  Quotation System or the  Over-the-Counter
Bulletin Board or, if no such quotations are available, the fair market value on
such date of a share of such stock as  determined  by the Board of  Directors of
the  Corporation in good faith;  and (b) in the case of property other than cash
or stock,  the fair market value of such  property on such date as determined by
the Board of Directors in good faith.  Such dividends  shall accrue on each such
share commencing on the date of issue, and shall accrue from day to day, whether
or not earned or declared.  Such  dividends  shall be cumulative so that if such
dividends in respect of any previous  quarterly  dividend  period shall not have
been paid on or declared  and set apart for all shares of Series B Preferred  at
the time outstanding,  the deficiency shall be fully paid on or declared and set
apart  for such  shares  before  the  Corporation  makes  any  distribution  (as
hereinafter  defined)  to the  holders  of  Common  Stock.  Accrued  but  unpaid
dividends shall not bear interest.  "Distribution" in this paragraph 4 means the
transfer of cash or property without  consideration,  whether by way of dividend
or otherwise (except a dividend in shares of the Corporation) or the purchase or
redemption  of shares of the  Corporation  for cash or  property  (except for an
exchange of shares of the Corporation or shares acquired by the Corporation from
employees  pursuant to the terms of any employee  incentive  plan,  agreement or
arrangement) including any such transfer, purchase or redemption by a subsidiary
of the Corporation. The time of any distribution by way of dividend shall be the
date of  declaration  thereof  and the time of any  distribution  by purchase or
redemption  of shares  shall be the day cash or property is  transferred  by the
Corporation,  whether or not pursuant to a contract of an earlier date; provided
that where a negotiable  debt security is issued in exchange for shares the time
of the distribution is the date when the Corporation acquires the shares in such
exchange.  The Board of Directors may fix a record date for the determination of
holders of Series B Preferred entitled to receive payment of a dividend declared
thereon,  which  record  date shall be no more than sixty (60) days prior to the
date fixed for the payment there

     5. Voting Rights.  Except as otherwise  required by law or as otherwise set
forth herein, each holder of Class B Preferred shall have no voting rights.

     6. Conversion.

     (a)  Optional  Conversion.  The holder of any shares of Series B  Preferred
shall  have the  right  at any time  commencing  from  the date of  issuance  to
convert,  in increments of 100,000 shares, any shares of Series B Preferred into
duly authorized,  validly issued,  fully paid and nonassessable shares of Common

<PAGE>

Stock of the Corporation at the Conversion  Price,  as defined herein,  and upon
the terms set forth herein.  Each share of Series B Preferred shall be converted
into a number of shares of Common Stock determined by dividing (i) $1.00 by (ii)
the Conversion  Price in effect on the Conversion  Date. The Conversion Price at
which shares of Common Stock issuable upon  conversion  shall be the Fair Market
Value  of a  share  of  Common  Stock  as of the  date  of  conversion,  but the
Conversion  Price shall be not less than $.25 per share.  The  Conversion  Price
shall be subject to further  adjustment  as set forth in paragraph f. No payment
or  adjustment  shall be made for any  dividend  or other  distribution  that is
payable on the Common Stock issued upon such conversion.

     (b) Mandatory  Conversion.  On December 31, 2008 (the "Mandatory Conversion
Date"),  each  outstanding  share of Class B  Preferred  shall be  automatically
converted  into a number of shares of Common  Stock  determined  by dividing (i)
$1.00 by (ii) the Conversion  Price in effect on such Date,  provided,  however,
that the Conversion Price shall not be less than $.25 per Share.

     (c)  Repurchase  Right:  Beginning  one year after  issuance,  upon 10 days
written  notice,  the  Corporation  or its  designee  shall  have  the  right to
repurchase  for cash any  portion  or all of the  outstanding  shares of Class B
Preferred at 80% of Stated Value ($0.80 per share).  During such notice  period,
the holder of the  preferred  stock  shall have right to convert  such shares of
Class B Preferred as set forth herein.

     (d) Fractional Shares. No fractional shares of Common Stock shall be issued
upon  conversion of the Class B Preferred.  In lieu of any fractional  shares of
Common  Stock to which a holder  of the Class B  Preferred  would  otherwise  be
entitled,  this  Corporation  shall round up such fractional  shares to the next
whole  share of Common  Stock in order to  determine  the  total  number of full
shares of Common  Stock to which each holder shall be entitled to receive at the
time of conversion.

     (e) Mechanics of Conversion. The holders of Class B Preferred may surrender
their respective  certificate or certificates for their Class B Preferred,  duly
endorsed,  at  the  office  of the  Corporation  and,  as  soon  as  practicable
thereafter, they shall be entitled to receive from the Corporation a certificate
or  certificates  for the  respective  number of shares of Common Stock to which
they  each  shall  be  entitled.  provided,  however,  that  in the  event  of a
conversion  pursuant to Section 6(b) hereof,  the outstanding  shares of Class B
Preferred  shall be converted  automatically  without any further  action by the
holders of such shares and  whether or not the  certificates  representing  such
shares are surrendered to the  Corporation or its transfer  agent;  and provided
further  that the  Corporation  shall  not be  obligated  to issue  certificates
evidencing the shares of Common Stock  issuable upon such  automatic  conversion
unless and until the  certificates  evidencing  such shares of Class B Preferred
are either delivered to the Corporation or its transfer agent as provided above,
or  the  holder  notifies  the  Corporation  or its  transfer  agent  that  such
certificates  have been lost,  stolen or  destroyed  and  executes an  agreement
satisfactory  to the  Corporation  to indemnify  the  Corporation  from any loss
incurred by it in connection with such certificates.

     (f) Conversion Price Adjustments.  The Conversion Price shall be subject to
adjustment from time to time upon the occurrence of certain events as follows:

<PAGE>

          (i) Stock Dividends, Subdivisions,  Reclassifications or Combinations.
     If the  Corporation  shall (i) declare a dividend or make a distribution in
     shares of its Common Stock,  (ii) subdivide or reclassify  the  outstanding
     shares of Common Stock into a greater number of shares, or (iii) combine or
     reclassify  the  outstanding  Common Stock into a smaller number of shares,
     the  Conversion  Price in  effect  at the time of the  record  date of such
     dividend  or  distribution  on the  effective  date  of  such  subdivision,
     combination or reclassification  shall be proportionately  adjusted so that
     the holder of any shares of Series B Preferred  surrendered  for conversion
     after such date shall be entitled to receive the number of shares of Common
     Stock which he or she would have owned or been entitled to receive had such
     Series  B  Preferred  been  converted   immediately  prior  to  such  date.
     Successive  adjustments in the Conversion  Price shall be made whenever any
     event specified above shall occur.

          (ii) Other  Distributions.  In case the Corporation shall fix a record
     date for the  making  of a  distribution  to all  holders  of shares of its
     Common  Stock,  (i) of shares of any class of capital  stock of the Company
     other than shares of its Common Stock or (ii) of evidences of  indebtedness
     of  the  Company,   or  (iii)  of  assets   (excluding  cash  dividends  or
     distributions,  and dividends or distributions  referred to in subparagraph
     8(a) above), or (iv) of rights or warrants  entitling the holders of Common
     Stock to subscribe for or purchase  shares of Common Stock at less than the
     Conversion  Price,  on the  record  date  fixed to  determine  stockholders
     entitled to subscribe or purchase;  in each case, the  Conversion  Price in
     effect immediately prior thereto shall be reduced immediately thereafter to
     the price  determined  by dividing  (1) an amount  equal to the  difference
     resulting from (A) the number of shares of Common Stock outstanding on such
     record date  multiplied  by the  Conversion  Price per share on such record
     date,  less  (B) the fair  market  value  (as  determined  by the  Board of
     Directors,  whose  determination  shall be  conclusive)  of said  shares or
     evidences  of  indebtedness  or  assets  or  rights  or  warrants  to be so
     distributed by (2) the number of shares of Common Stock outstanding on such
     record date. Such  adjustment  shall be made  successively  whenever such a
     record date is fixed.  In the event that such  distribution is not so made,
     the Conversion  Price then in effect shall be  readjusted,  effective as of
     the date when the Board of  Directors  determines  not to  distribute  such
     shares, evidences of indebtedness,  assets, rights or warrants, as the case
     may be, to the Conversion  Price which was in effect prior to the fixing of
     the record date.

          (iii)  Adjustments  for  Consolidation,   Merger,  etc.  In  case  the
     Corporation,  (i) shall consolidate with or merge into any other person and
     shall not be the continuing or surviving  corporation of such consolidation
     or merger,  (ii) shall permit any other person to consolidate with or merge
     into  the  Corporation  and the  Corporation  shall  be the  continuing  or
     surviving person, but, in connection with such consolidation or merger, the
     Common  Stock  shall  be  changed  into or  exchanged  for  stock  or other
     securities of any other person or cash or any other  property,  (iii) shall
     transfer all or  substantially  all of its  properties or its assets to any
     other   person,   or  (iv)  shall  effect  a  capital   reorganization   or
     reclassification  of the Common Stock (other than a capital  reorganization
     or  reclassification  resulting in the issue of additional shares of Common
     Stock for which  adjustment is provided in paragraph h); then,  and in each
     such case,  proper  provision  shall be made so that each share of Series B

<PAGE>

     Preferred then  outstanding  shall be converted into, or exchanged for, one
     share of preferred stock of the acquiring  corporation entitling the holder
     thereof to all of the  rights,  powers,  privileges  and  preferences  with
     respect  to the  acquiring  corporation  to which the  holder of a share of
     Series B Preferred is entitled with respect to the  Corporation,  and being
     subject with respect to the acquiring  corporation  to the  qualifications,
     limitations  and  restrictions  to which a share of Series B  Preferred  is
     subject with respect to the Corporation

     (g)  Notwithstanding  the  foregoing  the holders of the Series B Preferred
Stock may not  convert  in the  aggregate  more than  500,000  shares (as may be
adjusted  pursuant to paragraph (h)) in any one calendar year.

     7. Reservation of Stock Issuable Upon Conversion. This 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 shares
of the Class B Preferred 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 Class B Preferred;  and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient  to effect the  conversion of all
then  outstanding  shares of the Class B  Preferred,  in  addition to such other
remedies as shall be  available  to the holder of such Class B  Preferred,  this
Corporation  will  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 purposes.