EXHIBIT 10.7 -





                             THE PROJECT GROUP, INC.

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


Pursuant  the  Business  Corporation  Law  of  State  of  Nevada


     The  undersigned  President  and  Secretary,  respectively,  of THE PROJECT
GROUP, INC.,  a Nevada  corporation (the "Corporation") certify that pursuant to
authority  granted to and vested in the Board of Directors of the corporation by
the  provisions  of  the Certificate of Incorporation and in accordance with the
provisions  of  the Law of the State of Nevada, its  Board  of Directors has
duly adopted the following resolutions creating the Series  B  4%  Redeemable
Preferred  Stock:

     RESOLVED,  that  pursuant to the authority vested in the Board of Directors
of  the  corporation by the Corporation's Certificate of Incorporation, a series
of  preferred  stock of the corporation be, and it hereby is, created out of the
5,000,000 shares  of  authorized  preferred stock, par value $.001 per share, of
which  2,500,000  shares  are available for issuance as of the date hereof, such
series  to be designated Series B  4% Redeemable  Preferred Stock (the "Series B
Preferred  Stock"  or "Series B Stock"), to consist of 1,700 shares of which the
preferences  and  relative and other rights, and the qualifications, limitations
or  restrictions  thereof  are  as  follows:

(1)     Certain  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.

     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  B  Preferred  Stock  as set forth in paragraph 4 hereof.

     Conversion  Shares.  The  shares  of Common Stock issued or issuable to the
     -------------------
holders  of  the  Series B 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 B
Preferred  Stock  is  outstanding,  commencing  on  March  31,  2004.

     Issue Date. The term "Issue Date" shall mean the date that shares of Series
     -----------
B  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 B 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 B
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.   $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  B  Preferred  Stock.

     Redemption  Price.  The  term  "Redemption  Price" shall mean $1,200.00 per
     -----------------
share  of  Series  B  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 B 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 B 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.

     (2)     Dividends
             ---------

          Each  share  of  Series B 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.

     Dividends  on  the  Series B 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 B
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  B 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  B 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
B  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 B 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 B
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  B  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 B 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  B  Preferred  Stockholders.

     (4)     Redemption;  Conversion  Rights
             -------------------------------

     (a)       Redemption.  The  Series  B 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 B 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 B 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  B  Preferred  Stock  shall  terminate.

     (b)      Conversion Rights.  (i)   Unless redeemed, the Series B Shares are
              -----------------
convertible at any time at the option of the Holder from the date of issue until
the redemption date. For each shares of Series B Stock  converted, the number of
shares  of  Common  Stock  ("Conversion  Shares") to be received shall be 12,500
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  B  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 B Stock.

     (c)     Mechanics  of  Conversion.  The  holder  of  any shares of Series B
             -------------------------
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  B  Preferred Stock are either
delivered  to  the  Corporation  or  any  transfer  agent  of  the  Corporation.
Conversion  of  the shares of Series B 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 B 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 B 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 B Preferred Stock representing the
unconverted  portion  of  the  certificate  so  surrendered.

     (d)     Fractional  Shares.  No  fractional shares of Common Stock or scrip
             ------------------
shall  be issued upon conversion of shares of Series B Preferred Stock.  If more
than  one  share of Series B 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 B Preferred Stock so surrendered.  Instead of any
fractional  shares  of  Common  Stock  which  would  otherwise  be issuable upon
conversion  of  any  shares  of  Series  B 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 B 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 B
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  B  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.

          (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 B 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 B 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 B 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 B 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 B 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.

     (g)     Prohibition  on  Financings/Adjustment.  The  Corporation shall not
             --------------------------------------
issue any shares of Common Stock (or securities convertible or exchangeable into
Common  Stock)  with an issue price (or conversion or exercise price in the case
of  convertible securities) for a period commending on the Issue Date and ending
on  a  date  which s 90 after the date that a registration statement is declared
effective  by  the  Sec providing for the resale under the Act by the Holders of
the Conversion Shares; provided, however, the Corporation may  (i) issue options
or  shares or other securities to its employees and other eligible persons under
its  existing  employee option plans; (ii) issue warrants or other securities to
consultants  or advisors provided such securities have an exercise or conversion
price in excess of $0.14 per share and (iii) may issue shares of Common Stock in
connection with the exercise or conversion of convertible securities outstanding
on  the date hereof in accordance with the terms thereof.  In the event that the
Corporation  issues  securities in violation of this clause (g), then Conversion
Rate  of  the  Series  B  Stock shall be reduced to reflect in full the issue or
conversion  or  exercise  price  of  such  securities.

(h)     Statement  Regarding Adjustments.  Whenever the Conversion Rate shall be
        --------------------------------
adjusted  as  provided  in  subparagraph  4(d)  or  (g),  the  Corporation shall
forthwith  file,  at the office of any transfer agent for the Series B 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  B  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).

(g)     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)  or  (iii)  an  event  requiring  adjustment  under  subparagraph 4(g), the
Corporation  shall  give  notice  to each holder of shares of Series B 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  B  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.

     (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 B 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  B  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 B 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 B Preferred Stock, sufficient
shares  of  Common Stock to provide for the conversion of all outstanding shares
of  Series  B  Preferred  Stock.

(k)     Valid  Issuance.  All  shares  of  Common Stock which may be issued upon
        ---------------
conversion  of  the shares of Series B 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 B Preferred Stock shall be
entitled  to  the  following  voting  rights:

(i)     so  long  as any shares of Series B 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 B 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 B
Preferred  Stock,  Certificate  of  Incorporation or Bylaws  so as to materially
adversely  affect  any  of  the preferences, rights, powers or privileges of the
Series  B 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  B  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  B Preferred Stock, (D) enter into any agreement which
would  prohibit  or  restrict  the  Corporation's  right to pay dividends on the
Series  B  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.

(ii)     so  long as the Series B Preferred Stock is outstanding, the holders of
the  Series  B  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)     for  a  period equal to the earlier of (ii) three years from the Issue
date or (ii) or the date that all of the shares of Series B Preferred Stock have
been converted or retired in their entirety, the holders of a majority of shares
of  the  Series B Preferred Stock shall have the right to elect two directors to
the  Corporation's  Board  of  Directors.

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

Holders  of Series B 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 B
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.

<PAGE>
     (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 B 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 B 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 B Preferred Stock, but
shall  have  the  status  of  authorized  and unissued shares of Preferred Stock
issuable  in  series  undesignated  as  to  Series B and may be redesignated and
reissued.


[signature  page  appears  next]

<PAGE>
     IN  WITNESS  WHEREOF,  this Certificate has been made under the seal of the
Corporation  and  the  hands  of  the  undersigned  as  of  May  7,  2004.




THE  PROJECT  GROUP,  INC.


/s/  Craig  Crawford
-------------------------
Name:    Craig  Crawford
Title:  President