WWW.EXFILE.COM, INC. -- ARKADOS GROUP, INC. -- EXHIBIT 4.2 TO FORM 8K


    
 

    EXHIBIT
      4.2

    ARKADOS
      GROUP, INC.

    220
      Old
      New Brunswick Road, Suite 202

    Piscataway,
      NJ  08854

    _________________________________

    


    REQUEST
      FOR EXTENSION

    _________________________________

    


    
      
        	 	July
                3, 2007 


      

    

    


    
      	
              To:

            	
              All
                holders of the above company’s

            


    

    6%
      Convertible Subordinated Notes due
      June 30 and July 7, 2007 (the “Notes”)

    $1,066,500
      Principal amount
      outstanding

    


    Arkados
      Group, Inc., formerly
      CDKnet.com, Inc., a Delaware corporation (the “Company”) hereby offers the
      holders of the Notes three year Warrants in the form annexed hereto as Exhibit
      A
      (“Warrants”) to purchase shares of the Company’s common stock for $0.85 per
      share in exchange for amending the Notes to:

    


    
      	
              i.  

            	
              Change
                the definition of “Maturity Date” from June 30 or
                July 7, 2007 as the case may be, to June 30,
                2008;

            


    

    
      	
              ii.  

            	
              Change
                the definition of “Conversion Price” to read as
                follows:  “Conversion Price” means, as
                of any Conversion Date or other date of determination (i)
                $1.125$0.85 during a Conversion Period following the
                occurrence of an A Conversion Trigger; or (ii)
                $1.575$0.85 during a Conversion Period following a B
                conversion Trigger; provided, that if a B Conversion Trigger occurs
                during
                a conversion Event following the occurrence of a B Conversion Trigger,
                the
                Conversion Price shall be the Conversion Price applicable on the
                day
                preceding the Conversion Date.”;
                and

            


    

    
      	
              iii.  

            	
              Change
                the definition of “Conversion Trigger” to read as
                follows:  “Conversion Trigger” means, a
                period of five (5) consecutive Trading Days during which the Closing
                Bid
                Price exceeds: (i) in the case of an A Conversion Trigger,
                $1.50$1.25; and (ii) in the case of a B Conversion
                Trigger,
$2.50$1.40.”

            


    

    


    The
      number of Warrants to be issued to each holder will be determined by multiplying
      the principal amount of the holder’s Note by 0.15 and dividing by $0.85 (17.65
      Warrants per $100 principal), rounding up to the nearest whole
      Warrant.  The offer is subject to the acceptance of not less than the
      holders of $711,001 principal amount of the Notes on or before July 6, 2007,
      which condition may be waived by the company at its
      discretion.  Interest on the Notes will continue to accrue at the rate
      of 6% and will be payable at maturity.  If accepted by such holders,
      the amendment will, under Section 17 of the Notes, be binding on all holders
      and
      all holders will receive their allocated share of the
      Warrants.  Delivery of the Warrants will be made to you at your
      address as it appears on the Company’s Note register.   Please
      complete, sign and return this form to:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Sommer
&
Schneider
      LLP

    Attn:  Herbert
      H.
      Sommer

    595
      Stewart Avenue, Suite
      710

    Garden
      City,
      NY  11530

    Facsimile:  (516)
      228-8211

    E-Mail:      HSommer@ssllplaw.net

    


    If
      the amendment is approved, absent
      your written instructions to the contrary below, Warrants will be delivered
      by
      Federal Express, second day, to your address as it appears on the Company’s Note
      register by July 15, 2007.

    


    Trident
      Partners, Ltd., the placement
      agent with respect to the offering of the Notes, will be paid $25,000 and issued
      an amount of Warrants equal to the number of Warrants issued to their current
      customers that accept this proposal as a solicitation fee.

    


    THE
      COMPANY RESERVES THE RIGHT TO MODIFY OR WITHDRAW THIS OFFER AT ANY
      TIME.

    
      	 	 	 
	 	 	
              Very
                truly yours, 

            	 
	 	 	 	 
	 	 	 	 
	
               

            	
               

            	 	 
	 	 	
              Oleg
                Logvinov, CEO 

            	 
	 	 	 	 
	 	 	 	 


    

    


    


    


    


    


    


    [Acceptance
      Page Follows]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    ARKADOS
      GROUP, INC.

    Request
      for Extension

    June
      28,
      2007

    


    


    I.           The
      undersigned (i)  represents that he, she or it is an accredited
      investor, understands that the Warrants and shares issuable upon exercise are
      restricted securities and may not be sold in the absence of an effective
      registration statement under the Securities Act of 1933, as amended, or the
      availability of an exemption therefrom; (ii) has reviewed the Company’s periodic
      and current reports filed under the Security Exchange Act of 1934 ,as amended;
      (iii) has not relied on any representation or warrants made by the Company;
      and
      (iv)  irrevocably agrees to the amendment set forth
      above.

    


    II.           Special
      Delivery Instructions.  Please send my Warrant to:

    


    __________________________________________

    


    __________________________________________

    


    __________________________________________

    


     

    
 

    
      	Dated:
              _______________, 2007 	
              Print
                Name: ___________________________________

              


              Signature:     __________________________________

              


              Title
                (if applicable): _____________________________ 

               

               Telephone
                No.:
                ________________________________