Exhibit  10.1

                             AGREEMENT TO TERMINATE
                            ------------------------

     This Agreement to Terminate (the "Agreement to Terminate") is made
effective the 7th day of November, 2001, by and among The Cyber Group Network
Corporation, (the "Buyer"), WMD Holding Group, Inc. (the "Company"), and Warren
E. Scheibe, Michael J. Donlon, Francis A. Donlan, and Jeffery W. Schiebe
(collectively, the "WMD Shareholders"), all of the above referred to as the
"Parties."

                                R E C I T A L S:

     WHEREAS,  the  Parties  had  entered into that certain Stock Purchase dated
July  9,  2001  Agreement  (the  "Stock  Purchase  Agreement");

     WHEREAS,  the  Stock Purchase Agreement contemplated conditions to closing;

     WHEREAS, the conditions to closing did not occur, and more specifically,
the Parties did not execute or deliver a Registration Rights Agreement, did not
tender or deliver shares of stock to each other, and the Buyer did not file a
registration statement, all as required as a condition to closing of the Stock
Purchase Agreement;

     WHEREAS, the Parties did not take any action pursuant to the Stock Purchase
Agreement;

     WHEREAS, the Parties desire to terminate the Stock Purchase Agreement; and

     WHEREAS, there has been no mingling of operations, assets or liabilities of
the Buyer or the Company since the execution date of the Stock Purchase
Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:

                                    ARTICLE I
                                  TERMINATION

     The  Parties  hereby  mutually  terminate  the Stock Purchase Agreement and
mutually  fully  release  each  other  from  any  obligations  or  liabilities
thereunder.  The purpose of this Agreement to Terminate is to put the Parties in
the  same  legal  and operational condition with respect to each other that they
were  in  before  the  Stock  Purchase  Agreement  was  signed  by  them.


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     IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to Terminate be executed effective as of the day and year first above
written.

THE  BUYER:

The  Cyber  Group  Network  Corporation

By:  Greg  Evans
Title:  CEO


THE  COMPANY:

WMD  Holding  Group,  Inc.
The  Cyber  Group  Network  Corporation
By:  Michael  J.  Donlon
Title:  President

THE  WMD  SHAREHOLDERS:

- -------------------------------
Warren  E.  Scheibe

- -------------------------------
Michael  J.  Donlon

- -------------------------------
Francis  A.  Donlan

- -------------------------------
Jeffery  W.  Schiebe


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