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                                                                  Exhibit 10.3

                           CERTIFICATE OF DESIGNATION

                                       OF

                      SERIES A NON-VOTING PREFERRED STOCK

                                       OF

                        TELECOM WIRELESS SOLUTIONS, INC.

       (Pursuant to Section 151 of the Delaware General Corporation Law)

      The undersigned, being the President and Assistant Secretary of Telecom
Wireless Solutions, Inc., a Delaware corporation (the "Corporation"), certify
that pursuant to authority granted to and vested in the Board of Directors of
the Corporation by the provisions of the Certificate of Incorporation of the
Corporation, the Board of Directors has adopted the following resolution
creating a series of Preferred Stock of the Corporation designated as the Series
A Non-Voting Convertible Preferred Stock:

      RESOLVED, that a series of Preferred Stock, par value $.001 per share,
consisting of 4,000,000 shares, is hereby authorized and the designation,
amount, voting powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are hereby fixed as follows:

1.    DESIGNATION AND AMOUNT

      The shares of such series shall be designated as Series A Non-Voting
Convertible Preferred Stock (the "Series A Non-Voting Preferred Stock"), and the
number of shares constituting the Series A Non-Voting Preferred Stock shall be
4,000,000. Such number of shares may be increased or decreased by a resolution
duly adopted by the Board of Directors; PROVIDED, that no decrease shall reduce
the number of shares of Series A Non-Voting Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights, or warrants or
upon the conversion of any outstanding securities issued by the Corporation that
are convertible into Series A Non-Voting Preferred Stock. Except as provided in
this Certificate of Designations, the Non-Voting Series A Preferred Stock shall
have the same rights and privileges, and be entitled to the same economic
benefits, as the Corporation's common stock ("Common Stock").

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2.    DIVIDENDS

      (a) No dividends shall be declared or paid on any Series A Non-Voting
Preferred Stock unless a dividend is declared and paid with respect to all
outstanding shares of Common Stock; in such event, holders of the Series A
Non-Voting Preferred Stock shall receive, when declared by the Board of
Directors out of funds legally available therefor, a dividend for each share of
Series A Non-Voting Preferred Stock equal to the amount of dividends paid on
each share of Common Stock. All such dividends shall be at the discretion of the
Board of Directors.

      (b) The Board of Directors shall fix a record date for the determination
of holders of shares of Series A Non-Voting Preferred Stock entitled to receive
payment of a dividend declared thereon, which record date shall be not more than
45 days prior to the date fixed for the payment thereof.

3.    VOTING RIGHTS; CHANGE OF CONTROL; RIGHTS OF CO-SALE

      (a) Except as specified below and as required by applicable law, the
Series A Non-Voting Preferred Stock shall have no voting rights.

      (b) In the event of any capital reorganization of the Corporation, any
reclassification of the stock of the Corporation (other than a change in par
value or from no par value to par value or from par value to no par value as a
result of a stock dividend or subdivision, split-up or combination of shares),
or in the event of a Change in Control (hereafter defined), each share of Series
A Non-Voting Preferred Stock then outstanding shall have the same vote as each
share of Common Stock and shall be entitled to the same rights and benefits as
each share of Common Stock in such capital reorganization, reclassification or
Change in Control. Change of Control shall mean a sale of a majority of the
assets of, or the transfer, in any transaction or series of transactions, of a
majority of the voting equity of the Corporation, whether by separate or
combined actions of the Corporation or one or more of its stockholders. Holders
of shares of Series A Non-Voting Preferred Stock shall have the right to
participate in such transactions on a pro rata basis, whether by tender,
exchange, or otherwise, as if they were holders of shares of Common Stock.

4.    CONVERSION

      (a) Upon the date of the closing ("Closing Date") of the first
underwritten pubic offering for the account of the Corporation of Common Stock
pursuant to a registration statement filed under the Securities Act of 1933, as
amended (a "Qualified Public Offering"), each share of Series A Non-Voting
Preferred Stock then outstanding shall, by virtue of and simultaneously with
such Qualified Public Offering, be deemed automatically converted into that
number of fully paid and nonassessable shares of Common Stock on a one to one
basis.

      (b) As promptly as possible after the Closing Date of any Qualified Public
Offering and the delivery to the Corporation of the certificate or certificates
for the shares of Series A Non-Voting Preferred Stock which have been converted,
duly endorsed or assigned in blank to the Corporation (if required by it), the
Corporation shall issue and deliver to or


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upon the written order of each holder of Series A Non-Voting Preferred Stock, to
the place designated by such holder, a certificate or certificates for the
number of full shares of Common Stock to which the holder is entitled. The
person in whose name the certificate or certificates for Common Stock are to be
issued shall be deemed to have become a holder of record on the Closing Date of
such Qualified Public Offering and on such date the shares of Series A
Non-Voting Preferred Stock shall cease to be outstanding, whether or not the
certificates representing such shares have been received by the Corporation.

      (c) In addition to the events described in 4(b) above, shares of Series A
Non-Voting Preferred Stock shall be deemed automatically converted into Common
Stock on a one to one basis whenever the FCC's rules, regulations or policies
would so permit.

      (d) Any conversion of Series A Non-Voting Preferred Stock into Common
Stock shall be limited to that number of shares as would not disqualify OPM
Auction Co. or any of its successor entities ("OPM"), under the FCC rules from
continuing to hold the FCC licenses OPM currently holds or would not result in
the imposition of any unjust enrichment penalties under the FCC's rules,
relating to the FCC licenses OPM currently holds by reason of OPM's status as a
"Small Business" under the FCC's rules, in either case, so long as such licenses
are so held. Notwithstanding the foregoing, Stanford Financial Group shall have
the option, in its sole discretion, to make any unjust enrichment payment
necessary to enable the conversion of Series A Non-Voting Preferred Stock into
Common Stock.

      (e) All shares of Common Stock which may be delivered upon conversions of
shares of Series A Non-Voting Preferred Stock shall upon delivery be duly and
validly issued and fully paid and non-assessable, free of all liens and charges
and not subject to any preemptive rights. If necessary, the Corporation shall
reduce the par value of the Common Stock so that all shares of Common Stock
delivered upon conversions of shares of Series A Non-Voting Preferred Stock
shall be fully paid and non-assessable.

      (f) The Corporation at all times shall reserve and keep available, out of
its authorized but unissued shares of Common Stock or its issued shares of
Common Stock held in its treasury, or both, for the purpose of effecting
conversions of shares of Series A Non-Voting Preferred Stock, the full number of
shares of Common Stock deliverable upon the conversion of all outstanding shares
of Series A Non-Voting Preferred Stock not theretofore converted. For purposes
of this reservation of Common Stock, the number of shares of Common Stock that
shall be deliverable upon the conversion of all outstanding shares of Series A
Non-Voting Preferred Stock shall be computed as if at the time of computation
all outstanding shares of Series A Non-Voting Preferred Stock were held by a
single holder. The issuance of shares of Common Stock upon conversion of shares
of Series A Non-Voting Preferred Stock is authorized in all respects.

      (g) All or any portion of the shares of Series A Non-Voting Preferred
Stock held by any holder shall convert effective immediately prior to the close
of business on the date that the Company has received from such holder of Series
A Non-Voting Preferred Stock (i) a notice of conversion to the Company, setting
forth the number of shares to be converted (with such notice not required if
conversion is automatic upon the occurrence of an


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event), (ii) an executed stock power assigning and transferring such shares of
Series A Non-Voting Preferred Stock to the Company (such stock power not
required if conversion is automatic upon the occurrence of an event), (iii)
certificates representing the share of Series A Non-Voting Preferred Stock to be
converted and (iv) a written notice to the Company stating therein the name or
names of its nominees in which it wishes the Common Stock to be issued. The
shares of Common Stock shall be deemed issued upon compliance with the foregoing
requirements and the holder of Series A Non-Voting Preferred Stock thereof shall
be entitled to exercise and enjoy all rights with respect to such shares of
Common Stock. The Company shall, as soon as practicable thereafter, but in any
event within 10 days or such earlier date as required by the holder of the
Series A Non-Voting Preferred Stock to effectuate a sale of the Common Stock,
issue and deliver certificates representing Common Stock at the Company's office
to such holder of the Series A Non-Voting Preferred Stock, or to his or her
nominee or nominees. If the conversion is in connection with an underwritten
public offering of securities registered pursuant to the Securities Act, the
conversion shall be conditioned upon the closing with the underwriters of the
sale of securities pursuant to such offering, in which event the person(s)
entitled to receive the Common Stock upon conversion of the Series A Non-Voting
Preferred Stock shall not be deemed to have converted such Series A Non-Voting
Preferred Stock until immediately prior to the closing of such sale of
securities.

      (h) In case the Company shall (i) pay a dividend in Common Stock or (ii)
subdivide or split-up its outstanding Common Stock, then, following the record
date for the determination of the holders of Common Stock entitled to receive
such stock dividend, or to be affected by such subdivision or split-up, the
number of shares of Common Stock issuable on conversion of each share of Series
A Non-Voting Preferred Stock shall be increased accordingly.

      (i) If the number of shares of Common Stock outstanding is decreased by a
combination of the outstanding shares of Common Stock into a smaller number of
shares of Common Stock, then, following the record date to determine shares
affected by such combination, the number of shares of Common Stock issuable on
conversion of each share of Series A Non-Voting Preferred shall be decreased in
proportion to such decrease in outstanding shares.

5.    LIQUIDATION

      (a) The holders of Series A Non-Voting Preferred Stock shall be entitled
to participate equally, on a share-for-share basis with, and with no preference
to, the holders of Common Stock in any distribution of the Corporation's assets
upon liquidation, dissolution or winding up of the Corporation.

      (b) Neither the consolidation nor the merger of the Corporation into or
with another corporation or corporations shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section.


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6.    STATUS OF REACQUIRED SHARES

      Shares of Series A Non-Voting Preferred Stock issued and reacquired by the
Corporation (including, without limitation, shares of Series A Non-Voting
Preferred Stock that have been converted into shares of Common Stock) shall have
the status of authorized and unissued shares of Preferred Stock, undesignated as
to series and subject to later issuance.

7.    PREEMPTIVE RIGHTS

      Shares of Series A Non-Voting Preferred Stock are not entitled to any
preemptive or subscription rights in respect of any securities of the
Corporation.

8.    REDEMPTION

      Shares of Series A Non-Voting Preferred Stock shall not be subject either
to voluntary or to involuntary redemption.

      IN WITNESS WHEREOF, we have executed this Certificate of Designations and
affirm that the statements made herein are true under the penalties of perjury,
this 19th day of April, 2001.

                                          TELECOM WIRELESS SOLUTIONS, INC.


                                          By: /s/ David D. Lasier
                                              ---------------------------------
                                                   David D. Lasier
                                                   President


                                          By: /s/ Richard A. Cohen
                                              ---------------------------------
                                                   Richard A. Cohen
                                                   Assistant Secretary


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STATE OF                               )
         -------------------------
                                  : ss.:
COUNTY OF                              )
          ------------------------

On the _____ day of April, 2001, before me came DAVID D. LASIER to me known, who
being by me duly sworn did depose and say that he resides at ___________________
____________________________, city of _____________________________, state of
___________________________; that he is the President of Telecom Wireless
Solutions, Inc., the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that it was so affixed
by the order of the Board of Directors of said corporation; and that he signed
his name thereto by like order.


                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Notary Public,                 County
                                                          ---------------

STATE OF                               )
         -------------------------
                                  : ss.:
COUNTY OF                              )
          ------------------------

      On the _____ day of April, 2001, before me came RICHARD A. COHEN to me
known, who being by me duly sworn did depose and say that he resides at
____________________________, city of _____________________________, state of
_______________________; that he is the Assistant Secretary of Telecom Wireless
Solutions, Inc., the corporation described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that it was so affixed
by the order of the Board of Directors of said corporation; and that he signed
his name thereto by like order.


                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Notary Public,                 County
                                                          ---------------


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