EX-4.17
                    CERTIFICATE OF DESIGNATION

                        CERTIFICATE OF DESIGNATION
                                    OF
                   SERIES A CONVERTIBLE PREFERRED STOCK
                                    OF
                     5G WIRELESS COMMUNICATIONS, INC.

                      Pursuant to Section 78.195 of the
                   Revised Statutes of the State of Nevada

     5G WIRELESS COMMUNICATIONS, INC., a corporation organized and
existing under the laws of the State of Nevada (the "Corporation"),
does hereby certify that, pursuant to the authority conferred on its
board of directors (the "Board of Directors") by its articles of
incorporation (the "Articles of Incorporation"), as amended, and in
accordance with Section 78.195 of the Revised Statutes of the State of
Nevada ("NRS"), the Board of Directors (or, as to certain matters
allowed by law, a duly authorized committee thereof) adopted the
following resolution establishing a series of 3,000,000 shares of
Preferred Stock of the Corporation designated as "Series A Convertible
Preferred Stock."

     RESOLVED, that pursuant to the authority conferred on the Board
of Directors of this Corporation (the "Corporation") by the Articles
of Incorporation, a series of Preferred Stock, $.001 par value, of the
Corporation be and hereby is established and created, and that the
designation and number of shares thereof and the voting and other
powers, preferences and relative, participating, optional or other
rights of the shares of such series and the qualifications,
limitations and restrictions thereof are as follows:

Convertible Preferred Stock

     1.  Designation and Amount.  There shall be a series of Preferred
Stock designated as "Series A Convertible Preferred Stock," and the
number of shares constituting such series shall be 3,000,000.  Such
series is referred to herein as the "Convertible Preferred Stock."

     2.  Stated Capital.  The amount to be represented in stated
capital at all times for each share of Convertible Preferred Stock
shall be $.001.

     3.  Rank.  All shares of Convertible Preferred Stock shall rank
prior to all of the Corporation's Common Stock, par value $.001 per
share (the "Common Stock"), now or hereafter issued, both as to
payment of dividends and as to distributions of assets upon
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary.

     4.  Dividends.  If any dividend or other distribution payable in
cash, securities or other property, including a dividend payable in
shares of Common Stock, is declared on the Common Stock, each holder
of shares of Convertible Preferred Stock on the record date for such
dividend or distribution shall be entitled to receive on the date of
payment or distribution of such dividend or other distribution the
same cash, securities or other property which such holder would have
received on such record date if such holder was the holder of record
of the number (including any fraction) of shares of Common Stock into
which the shares of Convertible Preferred Stock then held by such
holder are then convertible.  No dividend or other distribution shall
be declared or paid on the Common Stock unless an equivalent dividend
or other distribution that satisfies this Section 4 is declared or
paid on the Convertible Preferred Stock.

      5.  No Liquidation Preference.  In the event of any voluntary or
involuntary liquidation, dissolution, or winding-up of the
Corporation, after distribution in full of the preferential amounts,
if any, to be distributed to the holders of shares of any series of
preferred stock, having a priority on liquidation superior to that of
the Convertible Preferred Stock, the holders of shares of Convertible
Preferred Stock shall be entitled to participate with the Common Stock
in all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably with the holders of Common
Stock in proportion to the number of shares of Common Stock held by
them, assuming for each holder of Convertible Preferred Stock on the
record date for such distribution that each holder was the holder of
record of the number (including any fraction) of shares of Common
Stock into which the shares of Convertible Preferred Stock then held
by such holder are then convertible.  A liquidation, dissolution, or
winding-up of the Corporation, as such terms are used in this Section
5, shall not be deemed to be occasioned by or to include any merger of
the Corporation with or into one or more corporations or other
entities, any acquisition or exchange of the outstanding shares of one
or more classes or series of the Corporation, or any sale, lease,
exchange, or other disposition of all or a part of the assets of the
Corporation..

     6.  Voting Rights.  Except as otherwise required by law, each
share of outstanding Series A Convertible Preferred Stock shall
entitle the holder thereof to vote on each matter submitted to a vote
of the stockholders of the Corporation and to have the number of votes
equal to the number (including any fraction) of shares of Common Stock
into which such share of Series A Preferred Stock is then convertible
pursuant to the provisions hereof at the record date for the
determination of shareholders entitled to vote on such matters or, if
no such record date is established, at the date such vote is taken or
any written consent of stockholders becomes effective.  Except as
otherwise required by law or by this Certificate, the holders of
shares of Common Stock and Series A Preferred Stock shall vote
together and not as separate classes.

      7.  No Redemption.  The shares of Convertible Preferred Stock are
not redeemable.

     8.  Conversion Provisions.

     (a) Conversion at Option of Holders.  Provided that, and only to
the extent that, the Corporation has a sufficient number of shares of
authorized but unissued and unreserved Common Stock available to issue
upon conversion, each share of Convertible Preferred Stock shall be
convertible at the option of the holder thereof, at any time prior to
the close of business on the date fixed by the Corporation for
redemption or conversion of such share as herein provided, into fully
paid and nonassessable shares of Common Stock and such other
securities and property as hereinafter provided, initially at the rate
of 800 shares of Common Stock for each full share of Convertible
Preferred Stock.

     For the purpose of this Certificate of Designation, the term "Common
Stock" shall initially mean the class designated as Common Stock, par
value $.001 per share, of the Corporation as of September 1, 2004,
subject to adjustment as hereinafter provided.

     (b) Mandatory Conversion.  Upon the occurrence of a
Reorganization Event, each outstanding share of Series A Convertible
Preferred Stock shall automatically be converted, without cost, on the
terms set forth in this Section into the number of fully paid and non-
assessable shares of Common Stock as specified by the Conversion Ratio
that is in effect at the time of conversion.  A "Reorganization Event"
shall be deemed to occur upon either (i) effectiveness of a filing in
the office of the Secretary of State of Nevada, or such other state in
which the Corporation is legally domiciled, of Articles of Merger or
Consolidation of the Corporation into or with another corporation, as
a result of which the Corporation's existence shall be deemed to
cease; (ii) a transfer or conveyance of substantially all of the
assets of the Corporation to an unrelated person, provided however
that a transfer of the assets and business of the Corporation to a
wholly-owned subsidiary formed for that purpose shall not be deemed a
Reorganization event, or (iii) the effective date of any other
corporate action that results in the distribution to the shareholders
of the Corporation of a significant portion of the assets or business
of the Corporation, unless such action results in a distribution to
the holders of the  Series A Convertible Preferred Stock of a
proportionate part of such assets or business, as specified by the
Conversion Ratio that is in effect at the time of such distribution.

     (c) Mechanics of Conversion.

       (i) Optional Conversion. Any holder of shares of Convertible
Preferred Stock desiring to convert such shares into Common Stock
shall surrender the certificate or certificates for such shares of
Convertible Preferred Stock at the office of the transfer agent for
the Convertible Preferred Stock, which certificate or certificates, if
the Corporation shall so require, shall be duly endorsed to the
Corporation or in blank, or accompanied by proper instruments of
transfer to the Corporation or in blank, accompanied by irrevocable
written notice to the Corporation that the holder elects so to convert
such shares of Convertible Preferred Stock and specifying the name or
names (with address) in which a certificate or certificates for Common
Stock are to be issued.

     No adjustments in respect of any dividend on the Common Stock
issued upon conversion shall be made upon the conversion of any shares
of Convertible Preferred Stock.

     Any unpaid dividends on shares surrendered for conversion shall
be paid upon the conversion of any shares of Convertible Preferred
Stock by issuing additional shares of Common Stock with an aggregate
value (as defined below) equal to all accrued and unpaid dividends on
the shares of Convertible Preferred Stock converted.

     The Corporation will, as soon as practicable after such deposit
of certificates for Convertible Preferred Stock accompanied by the
written notice and, compliance with any other conditions herein
contained, deliver at the office of the transfer agent to the person
for whose account such shares of Convertible Preferred Stock were so
surrendered, or to his nominee or nominees, certificates for the
number of full shares of Common Stock to which he shall be entitled as
aforesaid, together with a cash adjustment of any fraction of a share
as hereinafter provided.  Subject to the following provisions of this
paragraph, such conversion shall be deemed to have been made as of the
date of such surrender of the shares of Convertible Preferred Stock to
be converted, and the person or person entitled to receive the Common
Stock deliverable upon conversion of such Convertible Preferred Stock
shall be treated for all purposes as the record holder or holders of
such Common Stock on such date; provided, however, that the
Corporation shall not be required to convert any shares of Convertible
Preferred Stock while the stock transfer books of the Corporation are
closed for any purpose, but the surrender of Convertible Preferred
Stock for conversion during any period while such books are so closed
shall become effective for conversion immediately upon the reopening
of such books as if the surrender had been made on the date of such
reopening, and the conversion shall be at the conversion rate in
effect on such date.

        (ii) Mandatory Conversion.  The Corporation shall give written
notice to each holder of a share of Series A Preferred Stock within
ten (10) days after the effectiveness of a Reorganization Event.
Following the conversion of such shares, each holder of shares so
converted may surrender the certificate therefor at the office of the
Corporation or any transfer agent for the Series A Preferred Stock.
Upon such surrender, the Corporation shall issue and deliver to each
holder a certificate or certificates for the number of whole shares of
Common Stock to which such holder is entitled.  In lieu of any
fractional shares to which the holder would otherwise be entitled, the
Corporation shall the next highest whole number of shares of Common Stock.

     The conversion of shares of Series A Preferred Stock shall be
effective simultaneously with the effectiveness of a Reorganization
Event, whether or not the certificates representing such shares of
Series A Preferred Stock shall have been surrendered or new
certificates representing the shares of Common Stock into which such
shares have been converted shall have been issued and the person or
persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder
or holders of such shares of Common Stock on such date.  Any dividends
or distributions declared but unpaid on the Common Stock to which the
Series A Preferred Stock is entitled pursuant to Section 6 above,
shall be paid on the payment date therefore.

     (d) Changes in Conversion Rate.  The Corporation from time to
time may increase the conversion rate by any amount for any period of
time if the period is at least 20 days and if the increase is
irrevocable during the period whenever the conversion rate is so
increased, the Corporation shall mail to holders of record of the
Convertible Preferred Stock a notice of the increase at least 15 days
before the date the increased conversion rate takes effect, and such
notice shall state the increased conversion rate and the period it
will be in effect.

     The Corporation may make such increases in the conversion
rate, in addition to those required or allowed by this Section 8, as
shall be determined by it, as evidenced by a resolution of the Board
of Directors, to be advisable in order to avoid or diminish any income
tax to holders of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to purchase or
subscribe for stock or from any event treated as such for income tax purposes.

     9.  Protective Provisions.

     (a) Reservation of Shares; Transfer Taxes; Etc.  The Corporation
shall at all times serve and keep available, out of its authorized and
unissued stock, solely for the purpose of effecting the conversion of
the Convertible Preferred Stock, such number of shares of its Common
Stock free of preemptive rights as shall from time to time be
sufficient to effect the conversion of all shares of Convertible
Preferred Stock from time to time outstanding.  The Corporation shall
from time to time, in accordance with the laws of the State of Nevada,
increase the authorized number of shares of Common Stock if at any
time the number of shares of Common Stock not outstanding shall not be
sufficient to permit the conversion of all the then outstanding shares
of Convertible Preferred Stock.

     If any shares of Common Stock required to be reserved for
purposes of conversion of the Convertible Preferred Stock hereunder
require registration with or approval of any governmental authority
under any Federal or State law before such shares may be issued upon
conversion, the Corporation will in good faith and as expeditiously as
possible endeavor to cause such shares to be duly registered or
approved, as the case may be.  If the Common Stock is listed on the
New York Stock Exchange or any other national securities exchange, the
Corporation will, if permitted by the rules of such exchange, list and
keep listed on such exchange, upon official notice of issuance, all
shares of Common Stock issuable upon conversion of the Convertible
Preferred Stock.

     The Corporation will pay any and all issue or other taxes that
may be payable in respect of any issue or delivery of shares of Common
Stock on conversion of the Convertible Preferred Stock.  The
Corporation shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue or
delivery of Common Stock (or other securities or assets) in a name
other than that which the shares of Convertible Preferred Stock so
converted were registered, and no such issue or delivery shall be made
unless and until the person requesting such issue has paid to the
Corporation the amount of such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid.

Prior Notice of Certain Events.  In case:

        (i) The Corporation shall (1) declare any dividend (or any other
distribution) on its Common Stock, other than (A) a dividend payable
in shares of Common Stock or (B) a dividend payable in cash out of its
retained earnings other than any special or nonrecurring or other
extraordinary dividend or (2) declare or authorize a redemption or
repurchase of in excess of 10% of the than-outstanding shores of
Common Stock; or

        (ii) the Corporation shall authorize the granting to the holders of
Common Stock of rights or warrants to subscribe for or purchase any
shares of stock of any class or of any other rights or warrants (other
than any rights specified in paragraph (c)(i)(1)(B) of this Section
8); or

        (iii) of any reclassification of Common Stock (other than a
subdivision or combination of the outstanding Common Stock, or a
change in par value, or from par value to no par value, or from no par
value to par value), or of any consolidation or merger to which the
Corporation is a party and for which approval of any stockholders of
the Corporation shall be required, or of the sale or transfer of all
or substantially all of the assets of the Corporation or of any
compulsory share exchange whereby the Common Stock is converted into
other securities, cash or other property; or

        (iv) of the voluntary or involuntary dissolution, liquidation or
winding up of the Corporation;

then the Corporation shall cause to be filed with the transfer agent
for the Convertible Preferred Stock, and shall cause to be mailed to
the holders of record of the Convertible Preferred Stock, at their
last address as they shall appear upon the stock transfer books of the
Corporation, at least 15 days prior to the applicable record date
hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution,
redemption or granting of rights or warrants 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, redemption, rights or
warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding up 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, sale, transfer, share
exchange, dissolution, liquidation or winding up (but no failure to
mail such notice or any defect therein or in the mailing thereof shall
affect the validity of the corporate action required to be specified
in such notice).

     (c) Class Voting Rights.  So long as the Convertible Preferred
Stock is outstanding, the Corporation shall not, without the
affirmative vote or consent of the holders of at least a majority of
all outstanding Convertible Preferred Stock voting separately as a
class, (i) Amend, alter or repeal (by merger or otherwise) any
provision of the Articles of Incorporation or the By-Laws of the
Corporation, as amended, so as adversely to affect the relative
rights, preferences, qualifications, limitations or restrictions of
the Convertible Preferred Stock, (ii) authorize or issue, or increase
the authorized amount of, any additional class or series of stock, or
any security convertible into stock of such class or series, ranking
prior to the Convertible Preferred Stock in respect of the payment of
dividends or upon liquidation, dissolution or winding up of the
Corporation or (iii) effect any reclassification of the Convertible
Preferred Stock.  A class vote on the part of the Convertible
Preferred Stock shall, without limitation, specifically not be deemed
to be required (except as otherwise required by law or resolution of
the Corporation's Board of Directors) in connection with: (a) the
authorization, issuance or increase in the authorized amount of any
shares of any other class or series of stock which ranks junior to, or
on a parity with, the Convertible Preferred Stock in respect of the
payment of dividends and distributions upon liquidation, dissolution
or winding up of the Corporation; or (b) the authorization, issuance
or increase in the amount of any bonds, mortgages, debentures or other
obligations of the Corporation.

     The affirmative vote or consent of the holders of a majority of the
outstanding Convertible Preferred Stock, voting or consenting
separately as a class, shall be required to (a) authorize any sale,
lease or conveyance of all or substantially all of the assets of the
Corporation, or (b) approve any merger, consolidation or compulsory
share exchange of the Corporation with or into any other person unless
(i) the terms of such merger, consolidation or compulsory share
exchange do not provide for a change in the terms of the Convertible
Preferred Stock and (ii) the Convertible Preferred Stock is, after
such merger, consolidation or compulsory share exchange on a parity
with or prior to any other class or series of capital stock authorized
by the surviving corporation as to dividends and upon liquidation,
dissolution or winding up other than any class or series of stock of
the Corporation prior to the Convertible Preferred Stock as may have
been created with the affirmative vote or consent of the holders of at
least 66-2/3% of the Convertible Preferred Stock (or other than a
class or series into which such prior stock is converted as a result
of such merger, consolidation or share exchange).

     10.  Outstanding Shares.  For purposes of this Certificate of
Designation, all shares of Convertible Preferred Stock shall be deemed
outstanding except (i) from the date of surrender of certificates
representing shares of Convertible Preferred Stock, all shares of
Convertible Preferred Stock converted into Common Stock; (ii) the
effective date of a Recapitalization Event defined in Section 8(b),
and (iii) from the date of registration of transfer, all shares of
Convertible Preferred Stock held of record by the Corporation or any
subsidiary of the Corporation.

     11.  Securities Not Registered Under the Securities Act of 1933.
Neither the shares of Convertible Preferred Stock nor the Common Stock
issuable upon conversion thereof has been registered under the
Securities Act of 1933 or the laws of any state of the United States
and may not be transferred without such registration or an exemption
from registration.

     (a) Restrictive Legends.  Each share of Convertible Preferred
Stock and certificate for Common Stock issued upon the conversion of
any shares of Convertible Preferred Stock, and each preferred stock
certificate issued upon the transfer of any such shares of Convertible
Preferred Stock or Common Stock (except as otherwise permitted by this
Section 11), shall be stamped or otherwise imprinted with a legend in
substantially the following form:

"The securities represented hereby have not been registered under the
Securities Act of 1933.  Such securities may not be sold or
transferred in the absence of such registration or an exemption
therefrom under said Act."

     (b) Notice of Proposed Transfer; Opinions of Counsel.  Except as
provided in paragraph (c) of this Section 11, prior to any transfer of
any such shares of Convertible Preferred Stock, or Common Stock, the
holder thereof will give written notice to the Corporation of such
holder's intention to effect such transfer and to comply in all other
respects with this Section 11.  Each such notice (A) shall describe
the manner and circumstances of the proposed transfer in sufficient
detail to enable counsel to render the opinions referred to below, and
(B) shall designate counsel for the holder giving such notice (who may
be house counsel for such holder).  The holder giving such notice will
submit a copy thereof to the counsel designated in such notice and the
Corporation will promptly submit a copy thereof to its counsel, and
the following provisions shall apply:

        (i) If in the opinion of each such counsel the proposed transfer
of such shares of Convertible Preferred Stock or Common Stock may be
effected without registration under the Act, the Corporation will
promptly notify the holder thereof and such holder shall thereupon be
entitled to transfer such shares of Convertible Preferred Stock or
Common Stock in accordance with the terms of the notice delivered by
such holder to the Corporation.  Each share of Convertible Preferred
Stock or certificate, if any, issued upon or in connection with such
transfer shall bear the appropriate restrictive legend set forth in
paragraph (a) of this Section 11, unless in the opinion of each such
counsel such legend is no longer required to insure compliance with
the Act.  If for any reason counsel for the Corporation (after having
been furnished with the information required to be furnished by this
paragraph (b)) shall fail to deliver an opinion of the Corporation, or
the Corporation shall fail to notify such holder thereof as aforesaid,
within 20 days after counsel for such holder shall have delivered its
opinion to such holder (with a copy to the Corporation), then for all
purposes of this Certificate of Designation the opinion of counsel for
the Corporation shall be deemed to be the same as the opinion of
counsel for such holder.

        (ii)  If in the opinion of either or both of such counsel the
proposed transfer of such shares of Convertible Preferred Stock or
Common Stock may not be effected without registration under the Act,
the Corporation will promptly so notify the holder thereof and
thereafter such holder shall not be entitled to transfer such share of
Convertible Preferred Stock or Common Stock until receipt of a further
notice from the Corporation under subparagraph (i) above or, in the
case of Common Stock, until registration of such Common stock under
the Act has become effective.

     12.  Preemptive Rights.  The Convertible Preferred is not
entitled to any preemptive or subscription rights in respect of any
securities of the Corporation.

     13.  Severability of Provisions.  Whenever possible, each
provision hereof shall be interpreted in a manner as to be effective
and valid under applicable law, but if any provision hereof is held to
be prohibited by or invalid under applicable law, such provision shall
be ineffective only the extent of such prohibition or invalidity,
without invalidating or otherwise adversely affecting the remaining
provisions hereof.  If a court of competent jurisdiction should
determine that a provision hereof would be valid or enforceable if a
period of time were extended or shortened or a particular percentage
were increased or decreased, then such court may make such change as
shall be necessary to render the provision in question effective and
valid under applicable law.

     IN WITNESS WHEREOF,  5G Wireless Communications, Inc. has caused
this certificate to be signed by its Chief Executive Officer, and its
corporate seal to be hereunto affixed and attested by its Secretary,
as of the 5th day of October, 2004

5G WIRELESS COMMUNICATIONS, INC.


By: /s/  Jerry Dix
Jerry Dix, Chief Executive Officer


Attest:


By: /s/  Don Boudewyn
 Don Boudewyn, Secretary