EXHIBIT
        “A”

      


      CERTIFICATE
        OF DESIGNATION

      of

      SERIES
        B
        CONVERTIBLE PREFERRED STOCK

      of

      CYBER
        GROUP NETWORK CORPORATION

      


      (Adopted
        pursuant to Section 78-1955 of the

      General
        Corporation Law of Nevada)

      


      The
        undersigned hereby certifies that the Board of Directors of CYBER GROUP NETWORK
        CORPORATION, a Nevada corporation (the “Company”), duly adopted the following
        resolutions effective as of October 31, 2005:

      


      WHEREAS,
        the Articles of Incorporation of the Company, as amended, authorizes the
        Preferred Stock of the Company to be issued in series and authorizes the
        Board
        of Directors to determine the rights, preferences, privileges and restrictions
        granted to or imposed upon any wholly unissued series of Preferred Stock
        and to
        fix the number of shares and designation of any such series; and

      


      WHEREAS,
        the Board of Directors desires, pursuant to its authority, to fix the terms
        of a
        series of Preferred Stock, the number of shares constituting that series,
        and
        the designation of that series;

      


      NOW,
        THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and
        determine the designation of, the number of shares constituting, and the
        rights,
        preferences, privileges, and restrictions relating to a series of Preferred
        Stock as follows:

      


      A. Forty
        Eight Million (48,000,000) of
        the
        authorized shares of Preferred Stock are hereby designated “Series B Convertible
        Preferred Stock” (the “Series B Preferred”). 

      


      B. Rights
        and Preferences of Series B Preferred. The rights, preferences, privileges,
        restrictions and other matters relating to the Series B Preferred are as
        follows:

      


      1. Voting
        Rights.

      


      (a)
         Except
        as
        otherwise provided herein or by law, each holder of shares of Series B Preferred
        shall be entitled to the number of votes equal to the number of shares of
        Common
        Stock into which such shares of Series B Preferred will be converted (with
        any
        fractional share determined on an aggregate conversion basis being rounded
        to
        the nearest whole share), at each meeting of the stockholders of the Company
        (and for purposes of written actions of stockholders in lieu of meetings)
        with
        respect to any and all matters presented to the stockholders of the Company
        for
        their action or consideration, and shall be entitled notwithstanding any
        provision hereof, to notice of any shareholders’ meeting in accordance with the
        bylaws of the Company, and except as provided in Section 1(b), shall be entitled
        to vote, together with holders of Common Stock as a single class, with respect
        to any matter upon which holders of Common Stock have the right to vote.
        

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (b) For
        so
        long as any shares of Series B Preferred remains outstanding, in addition
        to any
        other vote or consent required herein or by law, the vote or written consent
        of
        the holders of at least a majority in interest of the outstanding Series
        B
        Preferred voting as a separate class shall be necessary for any amendment,
        alteration, or repeal of any provision of the Company’s Articles of
        Incorporation (including this Certificate of Designation) or any other corporate
        action that requires shareholder vote or consent, including but not limited
        to
        corporate action that alters or changes the voting powers, preferences, or
        other
        special rights or privileges, or restrictions of the Series B Preferred so
        as to
        affect them adversely.

      


      (c) For
        so
        long as any shares of Series B Preferred remains outstanding, the authorized
        number of the Board of Directors of the Company shall consist of six (6)
        members
        and the holders of Series B Preferred, voting together as a separate class,
        shall be entitled to elect four (4) members of the Board of Directors (the
        “Preferred Stock Director-Designee”), the holders of Common Stock, voting
        together as a separate class, shall be entitled to elect two (2) members
        of the
        Board of Directors. In the event of a vacancy in the office of any director
        elected by the holders of any class, a successor shall be elected to hold
        office
        for the unexpired term of such director by the holders of shares of such
        separate class. 

      


      2. Conversion.
        The
        holders of the Series B Preferred shall have the following rights with respect
        to the conversion of the Series B Preferred into shares of Common Stock (the
        “Conversion Rights”):

      


      (a) Mandatory
        Conversion.
        Upon
        the effective date of the Company’s filing of an amendment to its Articles of
        Incorporation increasing the number of shares of Common Stock the Company
        is
        authorized to issue sufficient to permit full conversion of all Series B
        Preferred shares into shares of common stock (“Conversion Event”), each share of
        Series B Preferred outstanding shall automatically convert into the number
        of
        shares of the Company’s Common Stock as set forth in Section 2(b) hereof.


      


      (b) Conversion
        Rate.
        The
        Total Aggregate Number of Series B Preferred outstanding shall be converted
        upon
        the Conversion Event into an amount of shares of the Company’s common stock
        equal to 89.5% of the total outstanding shares of the Company’s common stock at
        the time of conversion; each holder of the Series B Preferred shall receive
        their share of the Company’s common stock, as converted, pro-rata, in proportion
        to their ownership of shares of the Series B Preferred. 

      


      (c) Mechanics
        of Conversion.
        On the
        date of the Conversion Event each certificate representing shares of Series
        B
        Preferred outstanding shall automatically, without any further action on
        the
        part of the holder, be deemed to represent such number of shares of Common
        Stock
        such shares of Series B Preferred are convertible into and the holders of
        Series
        B Preferred shall thereafter be treated for all purposes as the record holder
        of
        such shares of Common Stock. If any holder of shares of Series B Preferred
        desires, it may surrender its certificate representing its Series B Preferred
        Stock to the Company or the Company’s transfer agent for the Series B Preferred
        and the Company shall promptly issue and deliver to such holder a certificate
        or
        certificates for the number of shares of Common Stock to which such holder’s
        shares of Series B Preferred have been converted and shall promptly pay in
        cash
        the value of any fractional share of Common Stock otherwise issuable to any
        holder of Series B Preferred (determined based on the closing price of the
        Company’s Common Stock on the date of the Conversion Event) as set forth in
        Section 2(j) below. The Company shall not be obligated to issue certificates
        evidencing the shares of Common Stock issuable upon such conversion unless
        the
        certificates evidencing such shares of Series B Preferred are either delivered
        to the Company or its transfer agent as provided above, or the holder notifies
        the Company or its transfer agent that such certificates have been lost,
        stolen
        or destroyed and executes an agreement satisfactory to the Company to indemnify
        the Company from any loss incurred by it in connection with such certificates.
        

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (e) Adjustment
        for Stock Splits and Combinations.
        Any
        subdivision, combination, stock dividend or distribution or other similar
        adjustment of the capital stock of the Company at any time or from time to
        time
        after the date that the first share of Series B Preferred is issued (the
        “Original Issue Date”) but before the full conversion of the Series B Preferred
        shall have no effect on the conversion rate as set forth in Section 2(b)
        and the
        Total Aggregate Number of Series B Preferred outstanding shall be converted
        upon
        the Conversion Event into an amount of shares of the Company’s common stock
        equal to 89.5% of the total outstanding shares of the Company’s common stock (as
        adjusted) at the time of conversion; each holder of the Series B Preferred
        shall
        receive their share of the Company’s common stock, as converted, pro-rata, in
        proportion to their ownership of shares of the Series B Preferred.

      


      (f) Adjustment
        for Reclassification, Exchange, or Substitution.
        If the
        Common Stock issuable upon the conversion of the Series B Preferred Stock
        shall
        be changed into the same or a different number of shares of any class or
        classes
        of stock, whether by capital reorganization, reclassification or otherwise
        (other than a subdivision or combination of shares or stock dividend provided
        for above, or a reorganization, merger, consolidation, or sale of assets
        provided for below), then and in each such event the holder of each such
        share
        of Series B Preferred Stock shall have the right thereafter to convert such
        share into the kind and amount of shares of stock and other securities and
        property receivable upon such reorganization, reclassification, or other
        change,
        by holders of the number of shares of Common Stock into which such shares
        of
        Series B Preferred Stock might have been converted immediately prior to such
        reorganization, reclassification, or change, all subject to further adjustment
        as provided herein.

       

      (g) Adjustment
        for Merger or Reorganization.
        In case
        of any consolidation or merger of the Company with or into another corporation,
        each share of Series B Preferred Stock shall thereafter be convertible into
        the
        kind and amount of shares of stock or other securities or property to which
        a
        holder of the number of shares of Common Stock of the Company deliverable
        upon
        conversion of such Series B Preferred Stock would have been entitled upon
        such
        consolidation or merger.

       

      (h) No
        Impairment.
        The
        Company will not, by amendment of its Articles of Incorporation or through
        any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms to be observed or performed
        hereunder by the Company, but will at all times in good faith assist in the
        carrying out of all the provisions of this Section 2 and in the taking of
        all
        such action as may be necessary or appropriate in order to protect the rights
        of
        the holders of the Series B Preferred Stock against impairment.

      


      (i) Notice
        of Record Date.
        If
        prior to the occurrence of the Conversion Event:

       

      (i)  the
        Company declares a dividend (or any other distribution) on its Common Stock
        payable in Common Stock or other securities of the Company;

       

      (ii)  the
        Company subdivides or combines its outstanding shares of Common
        Stock;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      (iii)  there
        is
        any reclassification of the Common Stock of the Company (other than a
        subdivision or combination of its outstanding shares of Common Stock or a
        stock
        dividend or stock distribution thereon), or of any consolidation or merger
        of
        the Company into or with another corporation; or

       

      (iv)  there
        is
        a Liquidation of the Company; 

       

      then
        the
        Company shall cause to be filed at its principal office or at the office
        of the
        transfer agent of the Series B Preferred Stock, and shall cause to be mailed
        to
        the holders of the Series B Preferred Stock at their last addresses as shown
        on
        the records of the Company or such transfer agent, at least ten (10) days
        prior
        to the record date specified in (A) below or twenty (20) days before the
        date
        specified in (B) below, a notice stating:

       

      (A)  the
        record date of such dividend, distribution, subdivision or combination, or,
        if a
        record is not to be taken, the date as of which the holders of Common Stock
        of
        record to be entitled to such dividend, distribution, subdivision or combination
        are to be determined, or

       

      (B)  the
        date
        on which such reclassification, consolidation, merger, or Liquidation is
        expected to become effective, and the date as of which it is expected that
        holders of Common Stock of record shall be entitled to exchange their shares
        of
        Common Stock for securities or other property deliverable upon such
        reclassification, consolidation, merger, or Liquidation.

       

      (j) Fractional
        Shares.
        No
        fractional shares of Common Stock shall be issued upon conversion of Series
        B
        Preferred. All shares of Common Stock (including fractions thereof) issuable
        upon conversion of more than one share of Series B Preferred by a holder
        thereof
        shall be aggregated for purposes of determining whether the conversion would
        result in the issuance of any fractional share. If, after the aforementioned
        aggregation, the conversion would result in the issuance of any fractional
        share, the Company shall, in lieu of issuing any fractional share, pay cash
        equal to the product of such fraction multiplied by the closing price of
        the
        Company’s Common Stock traded on the OTC Bulletin Board on the date of the
        Conversion Event (or if the Company’s Common Stock is not traded on the OTC
        Bulletin Board on the date of the Conversion Event, the fair market value
        of the
        Company’s Common Stock as determined by the Board of Directors). 

      


      3. Reservation
        of Shares.

      


      After
        the
        occurrence of the Conversion Event the Company 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 Series 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 Series
        B
        Preferred. 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 Series B Preferred, the Company 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 purpose.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Certificate of Designation to
        be
        signed by its Chief Executive Officer on this 31st day of October,
        2005.

      


      /s/
        R.
        Scott
        Cramer                                        
        

      R.
        Scott
        Cramer, Chief Executive Officer