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                                                                  Exhibit 10.2

                           CERTIFICATE OF DESIGNATION
                                       OF
                        SERIES A NON-VOTING COMMON STOCK
                               SETTING FORTH THE
       NUMBER, POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS,
             RESTRICTIONS AND OTHER DISTINGUISHING CHARACTERISTICS
                   OF SUCH SERIES OF NON-VOTING COMMON STOCK
                                       OF
                        TELECOM WIRELESS SOLUTIONS, INC.

      I, David D. Lasier, Chairman of the Board and Chief Executive Officer of
Telecom Wireless Solutions, Inc., a corporation organized under the laws of the
State of Delaware, hereby certify as of the date hereof as follows:

      1.    The name of the corporation is Telecom Wireless Solutions, Inc. (the
            "Corporation").

      2.    I am the duly elected and acting Chairman of the Board and Chief
            Executive Officer of the Corporation.

      3.    The Restated Certificate of Incorporation of the Corporation
            authorizes the issuance of 20,000,000 shares of common stock, with a
            par value of one-tenth of one cent ($.001) per share and expressly
            vests in the Board of Directors of the Corporation the authority
            provided therein to issue any or all of said shares in one or more
            series and by resolution or resolutions, the designations and the
            powers, preferences and relative participating, optional or other
            special rights, and qualifications, limitations or restrictions of
            each class of shares of stock, including without limitation the
            dividend rate, conversion rights, redemption price, voting rights
            and liquidation preference, or any series of shares, and to fix the
            number of shares constituting any such series, and to increase or
            decrease the number of any such series (but not below the number of
            shares thereof then outstanding).

      4.    The Board of Directors of the Corporation, pursuant to the authority
            expressly vested in it as aforesaid, has adopted the following
            resolutions creating a "Series A Non-voting Common Stock":

                  FURTHER RESOLVED, that the Board authorizes and approves the
                  creation of a series of common stock to be called "Series A
                  Non-voting Common Stock," and authorizes 1,500,000 shares of
                  the 20,000,000 shares of common stock authorized to be
                  designated as the Series A Non-voting Common Stock; and it is

                  FURTHER RESOLVED, that the Series A Non-voting Common Stock
                  shall not be entitled to any vote for any purposes; and it is

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                  FURTHER RESOLVED, that the statements contained in the
                  foregoing resolutions creating and designating the said Series
                  A Non-voting Common Stock and fixing the number, powers,
                  preferences, rights, qualifications, limitations, restrictions
                  and other distinguishing characteristics thereof shall, upon
                  the effective date of said series, be deemed to be included in
                  and be a part of the Restated Certificate of Incorporation of
                  the Corporation pursuant to the provisions of Sections 104 and
                  151 of the General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, I have duly executed this Certificate of Designation
to the Corporation's Restated Certificate of Incorporation as of the 29th day of
January, 2001.


______________________________      Attest: ______________________
David D. Lasier, President                  Richard A. Cohen, Asst. Secretary