ATTACHMENT A

                             THE PROJECT GROUP, INC.

               CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
                             AND NUMBER OF SHARES OF
                                    SERIES D
                          4% REDEEMABLE PREFERRED STOCK

Pursuant to Section 78.1955 of the Nevada Revised Statutes

IT IS HEREBY CERTIFIED that:

      1. The name of the company (hereinafter called the "Corporation") is The
Project Group, Inc., a corporation organized and now existing under the Nevada
Revised Statutes.

      2. The Articles of Incorporation of the Corporation (the "Articles of
Incorporation") authorizes the issuance of Five Million (5,000,000) shares of
preferred stock, par value $0.001 per share (the "Preferred Stock"), and
expressly vests in the Board of Directors of the Corporation the authority to
issue any or all of said shares by resolution or resolutions and to establish
the designation and number of shares to be issued.

      3. The Board of Directors of the Corporation, pursuant to the authority
expressly vested in it as aforesaid, and pursuant to the provisions of Section
78.1955 of the Nevada Revised Statutes, has adopted the resolution set forth
below to create a series of Preferred Stock. Pursuant to Section 78.1955, the
approval of the Corporation's shareholders was not required.

      RESOLVED, that One Hundred (100) shares (the "Series D Preferred Stock" or
"Series D Stock") of the Five Million (5,000,000) shares of Preferred Stock of
the Corporation which are authorized shares as of the date of this certificate
shall hereby be designated Series D 4% Redeemable Preferred Stock, par value
$0.001 per share, and shall possess the rights and preferences set forth below:

1.    DEFINITIONS

      Unless the context otherwise requires, the terms defined in this paragraph
1 shall have, for all purposes of this resolution, the meanings herein
specified.

      Common Stock. The term "Common Stock" shall mean all shares now or
hereafter authorized of any class of Common Stock, par value $.001 per share of
the Corporation, and any other stock of the Corporation, howsoever designated,
authorized after the Issue Date, which has the right (subject always to prior
rights of any class or series of preferred stock) to participate in the
distribution of the assets and earnings of the Corporation without limit as to
per share amount.

      Conversion Date. The term "Conversion Date" shall have the meaning set
forth in subparagraph 4(d) below.

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      Conversion Rate. The term "Conversion Rate" shall mean the formula to
determine the number of shares of Common Stock deliverable upon conversion of a
share of the Series DPreferred Stock as set forth in paragraph 4 hereof.

      Conversion Shares. The term "Conversion Shares" shall mean the shares of
Common Stock issued or issuable to the holders of the Series D Preferred Stock
upon conversion thereof in accordance with the terms hereof.

      Dividend Date. The term "Dividend Date" shall mean March 31, June 30,
September 30 and December 31 of each year that any share of the Series D
Preferred Stock is outstanding, commencing on December 31, 2004.

      Issue Date. The term "Issue Date" shall mean the date that shares of
Series D Preferred Stock are first issued by the Corporation.

      Issue Price. The term "Issue Price" means $1000.00 per share.

      Junior Stock. The term "Junior Stock" shall mean any class or series of
capital stock of the Corporation, including the Common Stock, ranking junior to
the Series D Preferred Stock in respect of the right to receive dividends, and
for the purposes of paragraph below, any class or series of capital stock of the
Corporation, including the Common Stock, ranking junior to the Series D
Preferred Stock in respect of the right to receive assets upon the liquidation,
dissolution or winding up of the affairs of the Corporation.

      Liquidation Price. The term "Liquidation Price" shall mean $1000.00 per
Share.

      Record Date. The term "Record Date" means the date set by the Board of
Directors to determine the stockholders of the Corporation entitled to attend
and vote at any meeting of stockholders or upon written consent.

      Redemption Date. The term "Redemption Date" shall mean 5:00 pm New York
time on any date set by the Corporation for redemption of all or a part of the
Series D Preferred Stock.

      Redemption Price. The term "Redemption Price" shall mean $1,200.00 per
share of Series D Preferred Stock plus all accrued and unpaid dividends.

      Senior Stock. The term "Senior Stock" shall mean any class or series of
stock of the Corporation ranking senior to the Series D Preferred Stock in
respect of the right to receive dividends and, for the purposes of paragraph 3
below, any class or series of stock of the Corporation issued after the Issue
Date ranking senior to the Series D Preferred Stock in respect of the right to
receive assets upon the liquidation, dissolution or winding up of the affairs of
the Corporation.

      Subsidiary. The term "Subsidiary" shall mean any Corporation of which
shares of stock possessing at least a majority of the general voting power in
electing the board of directors are, at the time as of which any determination
is being made, owned by the Corporation, whether directly or indirectly through
one or more Subsidiaries.


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2.    DIVIDENDS

      (a) Each share of Series D Preferred Stock shall be entitled to receive
quarterly cumulative annual dividends of 4% ($40.00 per annum based upon the
Issue Price) per share which will accrue from the date of original issue on the
Shares and be payable, when and as declared by the Board of Directors out of
funds legally available therefor, to holders of record on the 10th business day
prior to the dividend date of December 31 and June 30 of each year. The
Corporation may, at its option, pay dividends in cash or shares of Common Stock
(the "Dividend Shares"); provided, however, any such Dividend Shares must be
subject to an effective or filed and pending registration statement with the
Securities and Exchange Commission allowing for the immediate resale under the
Securities Act of 1933, as amended (the "Act") by the holder of the Dividend
Shares. The number of Dividend Shares shall be determined by reference to the
average closing price of the Common Stock for the 10 days prior to the record
date for payment of the dividend. For the foreseeable future, the Corporation
anticipates paying dividends in Dividend Shares, to the extent permitted by law.

      (b) Dividends on the Series D Preferred Stock will be junior to dividends
on any series or class of Senior Stock and if at any time any dividend on Senior
Stock is in default, the Corporation may not pay any dividend on the Series D
Preferred Stock until all accrued and unpaid dividends on the Senior Stock for
all prior periods and the current period are paid or declared and set aside for
payment. The Series D Preferred Stock will have priority as to dividends over
the Common Stock and any other series or class of the Corporation's Junior
Stock, and no dividend (other than dividends payable solely in Junior Stock) may
be paid on, and no purchase, redemption or other acquisition may be made by the
Corporation of, any Junior Stock unless all accrued and unpaid dividends on the
Series D Preferred Stock for all prior periods and the current period have been
paid or declared and set apart for payment.

3.    DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP.

      In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, subject to the prior preferences
and other rights of any Senior Stock, but before any distribution or payment
shall be made to the holders of Junior Stock, the holders of the Series D
Preferred Stock shall be entitled to be paid $1000.00 per share, plus
accumulated unpaid dividends. If such payment shall have been made in full to
the holders of the Series D Preferred Stock, and if payment shall have been made
in full to the holders of any Senior Stock of all amounts to which such holders
shall be entitled, the remaining assets and funds of the Corporation shall be
distributed among the holders of Junior Stock, according to their respective
shares and priorities. If, upon any such liquidation, dissolution or other
winding up of the affairs of the Corporation, the net assets of the Corporation
distributable among the holders of all outstanding shares of the Series D
Preferred Stock shall be insufficient to permit the payment in full to such
holders of the preferential amounts to which they are entitled, then the entire
net assets of the Corporation remaining after the distributions to holders of
any Senior Stock of the full amounts to which they may be entitled shall be
distributed among the holders of the Series D Preferred Stock ratably in
proportion to the full amounts to which they would otherwise be respectively
entitled. Neither the consolidation or merger of the Corporation into or with
another Corporation, Corporations, entity or other entities, nor the sale of all
or substantially all of the assets of the Corporation shall be deemed a
1iquidation, dissolution or winding up of the affairs of the Corporation within
the meaning of this paragraph 3. Notwithstanding anything herein to the
contrary, while any shares of Series D Preferred Stock are outstanding, the
Corporation shall not establish any Senior Stock without the prior affirmative
vote of a majority of the shares of Series D Preferred Stockholders.


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4.    REDEMPTION; CONVERSION RIGHTS.

      (a) Redemption. The Series D Stock shall be subject to redemption at the
option of the Corporation at any time after the Issue Date provided (i) there is
an effective registration statement providing for the resale under the Act of
the Conversion Shares, and (ii) holders of Series D Stock receive 20 days prior
notice of the redemption, during which 20 day period they may convert the
shares. The redemption price shall equal the Redemption Price. In the event of
redemption, all Series D Preferred Stock outstanding after the Redemption Date
shall represent solely the right to receive the Redemption Price, and all rights
as a holder of Series D Preferred Stock shall terminate.

      (b) Conversion Rights.

            (i) Unless redeemed, the Series D Stock is convertible at any time
at the option of the Holder from the date of issue until the redemption date.
For each share of Series D Stock converted, the number of shares of Common Stock
("Conversion Shares") to be received shall be 25,000 shares of Common Stock
("Conversion Rate"), subject to certain adjustments in the event of stock
splits, reorganizations and similar transactions as provided herein.

            (ii) The Series D Stock shall automatically convert into shares of
Common Stock at the then applicable Conversion Rate in the event that the
Corporation's Common Stock has a closing sales price in excess of $0.60 per
share for the 20 consecutive trading days prior to the date of written notice by
the Corporation under this clause (ii) to the holders of the Series D Stock.

      (c) Mechanics of Conversion. The holder of any shares of Series D
Preferred Stock may exercise the conversion right specified above by
surrendering to the Corporation or any transfer agent of the Corporation the
certificate or certificates for the shares to be converted, accompanied by
Conversion Notice specifying the number of shares to be converted; provided that
the Corporation shall not be obligated to issue to any such holder certificates
evidencing the shares of Common Stock issuable upon such conversion unless
certificates evidencing the shares of Series D Preferred Stock are either
delivered to the Corporation or any transfer agent of the Corporation.
Conversion of the shares of Series D Preferred Stock may be exercised in whole
or in part by the holder by faxing an executed and completed notice of
conversion to the Corporation and delivering the original notice of conversion
and the certificate representing the shares of Series D Preferred Stock being
converted to the Corporation by express courier within three (3) business days
of exercise. Conversion under either clauses (b)(i) or (ii) shall be deemed to
have been effected on the date when delivery of the Conversion Notice and
certificates for shares to be converted are delivered to the Corporation and
such date is referred to herein as the "Conversion Date". Subject to the
provisions of subparagraph 4(e)(iv), as promptly as practicable thereafter, the
Corporation shall issue and deliver to or upon the written order of such holder
a certificate or certificates for the number of full shares of Common Stock to
which such holder is entitled. Subject to the provisions of subparagraph
4(e)(iv), the person in whose name the certificate or certificates for Common
Stock are to be issued shall be deemed to have become a holder of record of such
Common Stock on the applicable Conversion Date. Upon conversion of only a
portion of the number of shares covered by a certificate representing shares of
Series D Preferred Stock surrendered for conversion, the Corporation shall issue
and deliver to or upon the written order of the holder of the certificate so
surrendered for conversion, at the expense of the Corporation, a new certificate
covering the number of shares of Series D Preferred Stock representing the
unconverted portion of the certificate so surrendered.


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      (d) Fractional Shares. No fractional shares of Common Stock or scrip shall
be issued upon conversion of shares of Series D Preferred Stock. If more than
one share of Series D Preferred Stock shall be surrendered for conversion at any
one time by the same holder, the number of full shares of Common stock issuable
upon conversion thereof shall be computed on the basis of the aggregate number
of shares of Series D Preferred Stock so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of any
shares of Series D Preferred Stock, the number of shares issuable upon
conversion will be rounded up to the nearest whole share.

      (e) Conversion Rate Adjustments. The Conversion Rate shall be subject to
adjustment from time to time as follows:

            (i) Stock Dividends, Subdivisions, Reclassifications or
Combinations. If the Corporation shall (A) declare a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (B) subdivide or
reclassify the outstanding shares of Common Stock into a greater number of
shares, or (C) combine or reclassify the outstanding Common Stock into a smaller
number of shares, the Conversion Rate in effect at the time of the record date
for such dividend or distribution or the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that the
holder of any shares of Series D Preferred Stock surrendered for conversion
after such date shall be entitled to receive the number of shares of Common
Stock which he would have owned or been entitled to receive had such Series D
Preferred Stock been converted immediately prior to such date. Successive
adjustments in the Conversion Rate 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 (A) of shares of any class other than its Common Stock or (B) of evidence
of indebtedness of the Corporation or any Subsidiary or (C) of assets (excluding
cash dividends or distributions, and dividends or distributions referred to in
the foregoing paragraph), or (D) of rights or warrants, each holder of a share
of Series D Preferred Stock shall, upon the exercise of his right to convert
after such record date, receive, in addition to the shares of Common Stock to
which he is entitled, the amount of such shares, indebtedness or assets (or, at
the option of the Corporation, the sum equal to the value thereof at the time of
distribution as determined by the Board of Directors in its sole discretion)
that would have been distributed to such holder if he had exercised his right to
convert immediately prior to the record date for such determination.


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            (iii) Consolidation, Merger, Sale, Lease or Conveyance. In case of
any consolidation with or merger of the Corporation with or into another
Corporation, or in case of any sale, lease or conveyance to another Corporation
of the assets of the Corporation or substantially all of its assets, each share
of Series D Preferred Stock shall after the date of such consolidation, merger,
sale, lease or conveyance be convertible into the number of shares of stock or
other securities or property (including cash) to which the Common Stock issuable
(at the time of such consolidation, merger, sale, lease or conveyance) upon
conversion of such share of Series D Preferred Stock would have been entitled
upon such consolidation, merger, sale, lease or conveyance; and in any such
case, if necessary, the provisions set forth herein with respect to the rights
and interests thereafter of the holders of the shares of Series D Preferred
Stock shall be appropriately adjusted so as to be applicable, as nearly as may
reasonably be, to any shares of stock or other securities or property thereafter
deliverable on the conversion of the shares of Series D Preferred Stock.

            (iv) Timing of Issuance of Additional Common Stock Upon Certain
Adjustments. In any case in which the provisions of this subparagraph (e) shall
require that any adjustment shall become effective immediately after a record
date for an event, the Corporation may defer until the occurrence of such event,
issuing to the holder of any share of Series D Preferred Stock converted after
such record date and before the occurrence of such event the additional shares
of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the shares of Common Stock issuable upon
such conversion before giving effect to such adjustment.

      (f) RESERVED

      (g) Statement Regarding Adjustments. Whenever the Conversion Rate shall be
adjusted as provided in subparagraph 4(e), the Corporation shall forthwith file,
at the office of any transfer agent for the Series D Preferred Stock and at the
principal office of the Corporation, a statement showing in detail the facts
requiring such adjustment and the Conversion Rate that shall be in effect after
such adjustment, and the Corporation shall also cause a copy of such statement
to be sent by first class mail, postage prepaid, to each holder of shares of
Series D Preferred Stock at its address appearing on the Corporation's records.
Such copy may be included as part of a notice required to be mailed under the
provisions of subparagraph 4(h).

      (h) Notice to Holders. In the event the Corporation shall propose to take
any action of the type described in clause (e) (but only if the action would
result in an adjustment in the Conversion Rate), (ii) or (iii) of subparagraph
4(e), the Corporation shall give notice to each holder of shares of Series D
Preferred Stock, in the manner set forth in subparagraph 4(h), which notice
shall specify the record date, if any, with respect to any such action and the
approximate date on which such action is to take place. Such notice shall also
set forth such facts with respect thereto as shall be reasonably necessary to
indicate the effect of such action (to the extent such effect may be known at
the date of such notice) on the Conversion Price and the number, kind or class
of shares or other securities or property which shall be deliverable upon
conversion of shares of Series D Preferred Stock. In the case of any action
which would require the fixing of a record date, such notice shall be given at
least 10 days prior to the date so fixed, and in case of all other action, such
notice shall be given at least 10 days prior to the taking of such proposed
action. Failure to give such notice, or any defect therein, shall not, however,
affect the legality or validity of any such action.


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      (i) Costs. The Corporation shall pay all documentary, stamp, transfer or
other transactional taxes attributable to the issuance or delivery of shares of
Common Stock upon conversion of any shares of Series D Preferred Stock; provided
that the Corporation shall not be required to pay any taxes which may be payable
in respect of any transfer involved In the issuance or delivery of any
certificate for such shares in a name other than that of the holder of the
shares of Series D Preferred Stock in respect of which such shares are being
issued.

      (j) Reservation of Shares. The Corporation shall reserve at all times so
long as any shares of Series D Preferred Stock remain outstanding, free from
preemptive rights, out of its treasury stock (if applicable) or its authorized
but unissued shares of Common Stock, or both, solely for the purpose of
effecting the conversion of the shares of Series D Preferred Stock, sufficient
shares of Common Stock to provide for the conversion of all outstanding shares
of Series D Preferred Stock.

      (k) Valid Issuance. All shares of Common Stock which may be issued upon
conversion of the shares of Series D Preferred Stock will upon issuance by the
Corporation be duly and validly issued, fully paid and nonassessable and free
from all taxes, liens and charges with respect to the issuance thereof, and the
Corporation shall take no action which will cause a contrary result (including,
without limitation, any action which would cause the Conversion Price to be less
than the par value, if any, of the Common Stock).

5.    VOTING RIGHTS.

      The holders of record of shares of Series D Preferred Stock shall be
entitled to the following voting rights:

            (i) so long as any shares of Series D Preferred Stock shall be
outstanding and unless the consent or approval of a greater number of shares
shall then be required under the Nevada Law, without first obtaining the
approval of at least a majority of the then outstanding shares of Series D
Preferred Stock, given in person or by proxy either by written consent or at a
meeting at which the holders of such shares shall be entitled to vote separately
as a class, the Corporation shall not (A) amend, alter or repeal any provisions
of the Series D Preferred Stock, Certificate of Incorporation or Bylaws so as to
materially adversely affect any of the preferences, rights, powers or privileges
of the Series D Preferred Stock or the holders thereof, (B) create, authorize or
issue any other class or series of preferred stock on a parity with, or having
greater or preferential rights than, the Series D Preferred Stock with respect
to liquidation or dividends, (C) directly or indirectly, redeem, repurchase or
otherwise acquire for value, or set aside for payment or make available for a
sinking fund for the purchase or redemption of, any stock ranking junior to on a
parity with the Series D Preferred Stock, (D) enter into any agreement which
would prohibit or restrict the Corporation's right to pay dividends on the
Series D Preferred Stock, (E) consummate transaction which would result in a
change of control of the Corporation or a sale of all or substantially all of
the assets of the Corporation.


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            (ii) so long as the Series D Preferred Stock is outstanding, the
holders of the Series D Preferred Stock shall have the right to vote, on an as
converted basis at the Conversion Rate in effect as of the record date for any
meeting of shareholders or action by written consent, together with the Common
Stock, on all matters submitted to a vote of the holders of Common Stock, voting
as a single class, including without limitation, the election of directors.

            (iii) as otherwise provided by the State of Nevada Corporation Law.

Holders of Series D preferred Stock shall be entitled to notice of all meetings
of shareholders, to the extent and in the same manner as the holders of the
Corporation's Common Stock.

6.    EXCLUSION OF OTHER RIGHTS.

      Except as may otherwise be required by law, the shares of Series D
Preferred Stock shall not have any preferences or relative, participating,
optional or other special rights, other than those specifically set forth in
this Certificate of Designation (as such Certificate of Designation may be
amended from time to time) and in the Corporation's Certificate of
Incorporation.

7.    HEADINGS OF SUBDIVISIONS.

      The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

8.    SEVERABILITY OF PROVISIONS.

      If any right, preference or limitation of the Series D Preferred Stock 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.

9.    STATUS OF REACQUIRED SHARES.

      Shares of Series D Preferred Stock which are issued and reacquired in any
manner or converted shall (upon compliance with any applicable provisions of the
laws of the State of Nevada) not be reissued as Series D Preferred Stock, but
shall have the status of authorized and unissued shares of Preferred Stock
issuable in series undesignated as to Series D and may be redesignated and
reissued.


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            IN WITNESS WHEREOF, this Certificate has been made under the seal of
the Corporation and the hands of the undersigned as of November 22, 2004.

                                        THE PROJECT GROUP, INC.


                                        By:
                                           -------------------------------------
                                           Name:  Craig Crawford
                                           Title: President


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