EXHIBIT
A

    


    CERTIFICATE
OF DESIGNATIONS

    OF

    SERIES
A 10% CUMULATIVE CONVERTIBLE PREFERRED STOCK

    OF

    NEXT
1 INTERACTIVE, INC.

    a
Nevada Corporation

    


    Pursuant
to NRS 78.1955

     

    NEXT 1
INTERACTIVE, INC., a Company organized and existing under the Business Law of
the State of Nevada (the “Company”),

     

    RESOLVED,
that pursuant to the authority vested in the Board of Directors of Next 1
Interactive, Inc., a Nevada corporation (the “Corporation”) by the Articles of
Incorporation of the Corporation, a series of preferred stock of the Corporation
be, and it hereby is, created out of the authorized but unissued shares of the
Preferred Stock of the Corporation, such series to consist of 3,000,000 shares,
par value $.01 per share and designated as Series A 10% Cumulative Convertible
Preferred Stock (the “Series A Preferred Stock”).  The voting powers,
designations, preferences, limitations, restrictions and relative rights of the
Series A Preferred Stock are as follows:

    


    1.           Dividend
Provisions.  The holders of the Series A Preferred Stock shall
be entitled to receive cash dividends, out of any assets legally available
therefor, prior and in preference to any declaration or payment of any dividend
on any other class of Preferred Stock and Common Stock of the Corporation at an
annual rate of 10% of the $1.00 liquidation preference per share (equal to $.10
per share per annum) payable as, when and if declared by the Board of
Directors.  Dividends shall accrue on each share of Series A Preferred
Stock from the date of issuance thereof, whether such dividends are declared or
not or whether paid or not, and shall be cumulative.  Such dividends
shall be payable on the first day of each April, July, October and January,
commencing with respect to each share of Series A Preferred Stock, on the first
of such dates to occur after the issuance of such share (each such date a
“Dividend Payment date”) to the holders of record at the close of business on
the fifteenth day of each March, June, September and December.  All
dividends paid with respect to shares of Series A Preferred Stock shall be paid
pro rata to the holders entitled thereto.  Dividends on the Series A
Preferred Stock shall be paid pro rata to the holders entitled
thereto.  Dividends, if paid, or if declared and set apart for
payment, must be paid, or declared and set apart for payment, on all outstanding
shares of Series A Preferred Stock contemporaneously.  Dividends on
the Series A Preferred Stock shall be cumulative.  If any dividend
shall not be paid or declared on a Dividend Payment Date, for any reason, the
right of the holders to receive such dividend shall not lapse or terminate but
each such dividend shall accrue and be paid to such holders, when, as and if
authorized by the Board of Directors, subject to the conversion provisions of
Section 4 (b) below.  No dividend shall be paid to the holders of any
other shares until all dividends, including accrued dividends, then owing to the
holders of Series A Preferred Stock, shall have been paid in
full.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.

            	
              Liquidation
      Preference.

            


    

    


    
       
a.
In
the event of any liquidation, dissolution or winding up of this Corporation,
either voluntary
or involuntary (any of the foregoing, a “liquidation”), holders of Series A
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets of this Corporation to the holders of the
Common Stock or any other series of Preferred Stock by reason of their ownership
thereof an amount per share equal to $1.00 for each share (as adjusted for any
stock dividends, combinations or splits with respect to such shares) of Series A
Preferred Stock held by each such holder, plus the amount of accrued and unpaid
dividends thereon (whether or not declared) from the beginning of the dividend
period in which the liquidation occurred to the date of
liquidation.  After payment of the full amount of the liquidating
distributions to which they are entitled pursuant to the preceding paragraph,
the holders of Series A Preferred Shares will have no right or claim to any of
the remaining assets of the Corporation.  In the event that, upon any
such liquidation the available assets of the Corporation are insufficient to pay
the full amount of the liquidating distributions on all outstanding Series A
Preferred Shares, then the holders of the Series A Preferred Shares shall share
ratably in any such distribution of assets in proportion to the full liquidating
distributions to which they otherwise respectively would be
entitled.

    

    


    
       
b.
A
consolidation or merger of this Corporation with or into any other corporation
or corporation
(other than a wholly-owned subsidiary or parent corporation) or a sale,
conveyance or disposition of all or substantially all of the assets of this
Corporation or the effectuation by this Corporation of a transactions or series
of related transactions in which more than 50% of the voting power of this
Corporation is disposed of, shall be deemed to be a liquidation within the
meaning of this Section 2.

    

    


    3.           Notice of Record
Date.  In the event of any taking by this Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, this Corporation shall mail to each
applicable holder of Preferred Stock, at least 20 days prior to the date
specified therein, a notice specifying the date on which such record is to be
taken for the purpose of such dividend, distribution or right, and the amount
and character of such dividend, distribution or right.

    


    
      	
               
      

            	
              4.

            	
              Redemption and
      Conversion.

            


    

    


    a.           The
Series A Preferred Stock is redeemable at the rate of $1.00 for each Series A
Preferred Stock.

    


    b.           Subject
to the availability of authorized and unissued shares of Series A Preferred
Stock, the holders of Series A Preferred Stock may, by written notice to the
Corporation, elect to convert all or part of any unpaid accrued cumulative
dividend into additional shares of Series A Preferred Stock, at the rate of
$0.50 for each additional share of Series A Preferred Stock.  From the
date of issuance thereof, all Series A Preferred Stock issued as a result of
conversion of unpaid dividends shall have the same terms, rights and privileges
as other shares of Series A Preferred Stock.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    c.           Except
as hereinafter provided, each holder of Series A Preferred Stock may elect to
convert all or any part of such holder’s shares into Common Stock at a
conversion rate of $.50 per share. A holder of Series A Preferred Stock electing
to convert in accordance with this Section 4c shall notify the Corporation in
writing (a “Conversion Notice”).  Within ten (10) days after receipt
of such notice the Corporation shall notify such holder, in writing, either (i)
that the Corporation accepts the notice of conversion and, within ten (10) days
of surrender of the certificates evidencing the shares of Series A Preferred
Stock to be converted, shall issue such certificated evidencing the share of
Common Stock into which the Series A Preferred Stock have been converted, or
(ii) notify the converting holder (a “Denial Notice”) that the Board of
Directors has determined that it is in the best interest of the Corporation to
not permit conversion of the Series A Preferred Stock in order to retain
sufficient authorized, but unissued shares of Common Stock for purposes of
acquiring additional equity funding of the Corporation in which case the Series
A Preferred Stock which were the subject of the Conversion Notice shall continue
to be outstanding and entitled to all other rights and benefits under this
Certificate of Designations.  Unless otherwise expressly permitted by
a resolution of the board of Directors of the Corporation, a holder of Series A
Preferred Shares who has received a Denial Notice may not send the Corporation
another Conversion Notice until at least six (6) months following receipt of a
Denial Notice.

    


    d.           Except
as hereinafter provided, each holder of the Series A Preferred Stock may elect
to convert all or part of such holder’s shares (excluding any shares issued
pursuant to Section 4 (b) upon conversion of unpaid dividends) into debt
obligations of the Corporations (the “Converted Debt”), secured by a security
interest in all of the Corporation and its subsidiaries, at the rate of $0.50 of
debt for each share of Series A Preferred Stock.  Notice of such
election (a “Debt Conversion Notice”) shall be given to the Corporation in
writing.  The Converted Debt shall be evidenced by a promissory note
from the Corporation to the converting holder, secured by a security interest in
all goods, accounts, chattel paper, deposit accounts, general intangibles,
document, instruments and investment property now owned or hereafter acquired by
the Corporation or its subsidiaries, pursuant to a security agreement, each in a
commercially reasonable form, replacing any prior note for the same debt and
providing for interest on the Converted Debt at the rate of eighteen percent
(18%) per annum, with principal and accrued interest payable upon demand at any
time after the date which is six (6) months after the date of the Debt
Conversion Notice.  The converting holder shall be entitled to file
financing statements perfecting the security interest granted by the security
agreement provided for in this Section 4(d) at the Corporation’s
expense.  The Corporation shall execute and authorize such other
documents, agreements and instruments as are reasonably necessary to document
the Converted Debt and the security interests provided herein and in the
security agreement.  Notwithstanding the foregoing, (i) the Converted
Debt with respect to any Series A Preferred Stock shall not exceed the amount of
a holder’s Officer Debt or Officer Guaranty Compensation (each as hereinafter
defined) in conversion of which such holder’s Series A Preferred Stock was
originally issued, and (ii) a conversion pursuant to this Section 4(d) shall not
be permitted with respect to any Series A Preferred Stock issued in
consideration of Officer Guaranty Compensation to the extent the Supporting
Guaranty and/or the Supporting Collateral (each as hereinafter defined) have
been released.  As used herein, “Officer Debt” means the dollar amount
previously loaded to the Corporation by a holder of the Series A Preferred
Shares, and in conversion of which the Corporation, has issued such officer his
or her shares of Series A Preferred Shares.  As used herein, “Officer
Guaranty Compensation” means the dollar amount of debt or other obligations of
the Corporation for which a holder of Series A Preferred Stock has previously
provided a personal guaranty (a “Supporting Guaranty”) and/or pledged personal
assets as security (the “Supporting Collateral”), and in consideration for which
the Corporation has issued such holder his or her Shares B Preferred
Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    5.           Voting
Rights.    The holders of record of shares of Series
A Preferred Stock shall be entitled to vote on all matters submitted to a vote
of the shareholders of  the Corporation and shall be entitled to one
hundred (100) votes of each share of Series A Preferred Stock.

    


    6.           Security Interest. As
security for the payment and performance of all obligations of the Corporation
under this Certificate of Designations, and for so long as any share of Series A
Preferred Stock is outstand, the Corporation hereby grants to each holder of
Series A Preferred Stock ratably a security interest in all goods, accounts,
chattel paper, deposit accounts, general intangibles, documents, instruments and
investment property now owned or hereafter acquired by the Corporation or its
subsidiaries. The Corporation authorizes the filing of such financing statements
and other instruments or documents as may be reasonably necessary to perfect the
security interest granted herein.  In the event of a default by the
Corporation under any of the provisions of this Certificate of Designations, the
holders of the Series A Preferred Stock shall have all the rights, benefits and
obligations of a secured party under applicable law, including, without
limitation, the Nevada Uniform Commercial Code, as amended from time to
time.

    


    7.           Restriction on
Transfer. Except for a
transfer or assignment to a family member, a trust for the benefit of a holder,
a transfer by bequest or inheritance or to an entity controlled by a holder, the
holder of the Series A Preferred Shares shall not be entitled to transfer,
encumber or assign such shares or any interest therein without the prior consent
of the Corporation.