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                                                                     Exhibit 3.3

                    FOURTH AMENDMENT TO AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                       BOBBY ALLISON WIRELESS CORPORATION

         WHEREAS, Bobby Allison Wireless Corporation (the "Corporation"), a
Florida corporation, filed with the Florida Department of State on December 1,
1998 its Amended and Restated Articles of Incorporation (the "Articles"); and

         WHEREAS, as permitted by Florida Statute ss.607.1001, the Corporation
reserved the right to amend the Articles pursuant to Article IX of the Articles;
and

         WHEREAS, the Corporation amended the Articles pursuant to its First
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on December 28, 1998; and

         WHEREAS, the Corporation amended the Articles pursuant to its Second
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on March 1, 1999; and

         WHEREAS, the Corporation amended the Articles pursuant to its Third
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State effective July 5, 1999; and

         WHEREAS, the Corporation desires to further amend its Articles to amend
certain provisions relating to the Series C Convertible Preferred Stock of the
Corporation; and

         WHEREAS, the Corporation is owned by both common stockholders and
preferred stockholders and has been adopted by the unanimous consent of all of
the Corporation's common and preferred stockholders and all of the Corporation's
Board of Directors.

         NOW, THEREFORE, the Articles are hereby amended as follows:

         1. Article IV, Section 4.2(a) shall be further amended by eliminating
the definition of "REQUIRED CONSENT" in its entirety.

         2. Article IV, Section 4.2(a) shall be further amended by eliminating
the definition of SERIES C INITIAL PURCHASE PRICE in its entirety and inserting
the following definition in lieu thereof:

                  "SERIES C INITIAL PURCHASE PRICE shall mean $25,000 per share
         (adjusted for stock dividends, stock splits, reverse stock splits,
         combinations and the like).

         3. Article IV, Section 4.2(a) shall be amended by eliminating the
definition of SERIES B LIQUIDATION PREFERENCE and SERIES C LIQUIDATION
PREFERENCE in their entirety and inserting the following definition in lieu
thereof:

                  "SERIES B/C LIQUIDATION PREFERENCE" shall have the meaning set
         forth in Section 4.2(c)(iv) hereof.

         4. Article IV, Section 4.2(c)(iv) and (v) of the Articles shall be
deleted in their entirety and the following Article IV, Section 4.2(c)(iv) shall
be inserted in lieu thereof:

                  (iv) In the event of any such Disposition, after the full
         amount of the Series A Liquidation Preference has been paid to the
         holders of the Series A Preferred Stock and before any payment or
         distribution shall be made to the holders of the Common Stock or any
         other Subordinate Stock, the holders of Series B Preferred Stock and
         Series C Preferred Stock shall be entitled to be paid ratably without
         preference out of the Disposition Proceeds in cash, or, if the


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Corporation does not have sufficient cash on hand to pay such amounts, property
of the Corporation at its fair market value as determined by the Board of
Directors, an amount (the "SERIES B/C LIQUIDATION PREFERENCE") equal to the
Series B Initial Purchase Price and Series C Initial Purchase Price,
respectively, plus any accrued but unpaid dividends. If upon any such
Disposition, the remaining assets of the Corporation available for distribution
to its shareholders shall be insufficient to pay the holders of the Series B
Preferred Stock and Series C Preferred Stock the full amount of the Series B/C
Liquidation Preference, the holders of the Series B Preferred Stock and Series C
Preferred Stock shall share ratably without preference among themselves in any
distribution of the remaining assets and funds of the Corporation in proportion
to the respective amounts that would otherwise be payable in respect of the
shares held by them upon such distribution if all amounts payable on or with
respect to such shares were paid in full.

         5. Article IV, Section 4.2(d)(i)(1) of the Articles shall be deleted in
its entirety and the following Article IV, Section 4.2(d)(i)(1) shall be
inserted in lieu thereof:

                  (1) The holders of the Preferred Stock shall have the right,
         at their option, to convert shares of Preferred Stock into shares of
         Common Stock of the Corporation at any time and from time to time,
         without the payment of additional consideration, into, with respect to
         each share of Series A Preferred Stock and each share of Series B
         Preferred Stock, four thousand one hundred sixty-six (4,166) shares of
         fully paid and nonassessable shares of Common Stock and, with respect
         to each share of Series C Preferred Stock, into such number of shares
         of fully paid and nonassessable shares of Common Stock as set by the
         Board of Directors of the Corporation in accordance with Florida
         Statute ss.607.0602 which provides in pertinent part that prior to the
         issuance of any Series C Preferred Stock, the Board of Directors shall
         (i) determine such number of shares and (ii) deliver to the Department
         of State for filing articles of amendment reflecting the so determined
         number of shares for each share of Series C Preferred Stock (the
         applicable conversion rate of each of the Series A Preferred Stock, the
         Series B Preferred Stock and the Series C Preferred Stock being
         hereinafter referred to in each instance as the "CONVERSION RATE"). For
         purposes of this Section 4.2, the Conversion Rate shall be subject to
         adjustment as provided in Section 4.2(d)(ii)(2) and 4.2(d)(ii)(3)
         below.

         6. Article IV, Section 4.2(f) of the Articles shall be deleted in its
entirety and the following Article IV, Section 4.2(f) shall be inserted in lieu
thereof:

                  (f) VOTING RIGHTS. Except as otherwise set forth in this
         Section 4.2(f) or as otherwise required by law, no share of Preferred
         Stock issued and outstanding shall have the right to vote on any
         matters presented to the holders of the Common Stock for vote.

                           (i) In addition to any vote or consent of
                  shareholders or directors required by law or these Amended and
                  Restated Articles of Incorporation, so long as any Preferred
                  Stock remains outstanding, the consent of the holders of such
                  Preferred Stock shall be necessary for (a) effecting,
                  validating or permitting any amendment, alteration or repeal
                  of any of the provisions of these Amended and Restated
                  Articles of Incorporation of the Corporation affecting the
                  rights of such series of Preferred Stock contained herein, or
                  (b) any agreement to do any of the foregoing.

                           (ii) The vote of the holders of the Series A
                  Preferred Stock shall be necessary for validating or
                  permitting any authorization, issuance, creation or increase
                  in the authorized shares of any class or series of equity
                  security of the Corporation ranking senior to or in parity
                  with the Series A Preferred Stock or the issuance of any debt
                  securities. Debt securities shall not mean commercial debt
                  incurred in the ordinary course of business.

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                           (iii)(1) The holders of Series B Preferred Stock,
                  voting as single class, shall have the right to elect
                  one-third (1/3) of the members of the Board of Directors of
                  the Corporation (the "SERIES B DIRECTORS") rounded up or down
                  to the nearest whole number. If any of the Series B Directors
                  shall cease to serve as a director before his or her term
                  shall expire, the holders of Series B Preferred Stock, then
                  outstanding may, at a special meeting of the holders or by the
                  written consent, elect a successor to hold office for the
                  unexpired term of the such Series B Director.

                  (2) The vote of the holders of Series B Preferred Stock shall
                  be necessary for validating or permitting any authorization,
                  issuance, creation or increase in the authorized shares of any
                  class or series of equity security of the Corporation ranking
                  senior to or in parity with the Series B Preferred Stock or
                  the issuance of any debt securities. Debt securities shall not
                  mean commercial debt incurred in the ordinary course of
                  business.

                           (iv) The vote of the holders of the Series C
                  Preferred Stock shall be necessary for validating or
                  permitting any authorization, issuance, creation or increase
                  in the authorized shares of any class or series of equity
                  security of the Corporation ranking senior to or in parity
                  with the Series C Preferred Stock or the issuance of any debt
                  securities. Debt securities shall not mean commercial debt
                  incurred in the ordinary course of business.

                           (v) The rights of the holders of the Preferred Stock
                  set forth in this Section 4.2(f) may be exercised by either
                  the vote at a special meeting of the holders of each series of
                  Preferred Stock at any annual meeting of stockholders held for
                  the purpose of electing directors or by the written consent of
                  the holders of such Preferred Stock, as applicable.

                           (vi) In the event of the failure of the Corporation
                  to pay any dividend as required by Section 4.2(b) or any
                  redemption as required by Section 4.2(e), then such failure
                  shall cause all of the shares of that series of Preferred
                  Stock to automatically, and without any action on the part of
                  any holder of such series of Preferred Stock, become fully
                  voting Preferred Stock (as if fully converted into Common
                  Stock) on all matters upon which the Common Stock may vote.
                  Such Preferred Stock will still have preferential voting
                  rights on the matters referred to in this Section 4.2(f).

         IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Fourth Amendment to Amended and Restated Articles of Incorporation
on the date or dates set forth below, to be effective on August 11, 1999.



                                   BOBBY ALLISON WIRELESS CORPORATION


                                   By: /s/ Robert L. McGinnis
                                      ------------------------------------------
                                      Robert L. McGinnis, as its Chairman of the
                                      Board and Chief Executive Officer

                                   Date: 7/29/99



                                   By:/s/ James L. Ralph
                                      ------------------------------------------
                                      James L. Ralph, as its President and
                                      Secretary

                                   Date: 7/29/99



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