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                                                                     EXHIBIT 4.2

                    CERTIFICATE OF DESIGNATION OF THE POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                   OPTIONAL AND OTHER SPECIAL RIGHTS OF 8.0%
                                SENIOR CUMULATIVE
                   CONVERTIBLE PREFERRED STOCK, SERIES A, AND
              QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

                         Pursuant to Section 151 of the
                General Corporation Law of the State of Delaware

            Brightstar Corp. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify that, pursuant to authority conferred upon the board of directors of the
Corporation (the "Board of Directors") by its Certificate of Incorporation, as
amended (hereinafter referred to as the "Certificate of Incorporation"), and
pursuant to the provisions of Section 151 of the DGCL, said Board of Directors,
by unanimous written consent dated December 29, 2003, duly approved and adopted
the following resolution (the "Resolution"):

            RESOLVED, that, pursuant to the authority vested in the Board of
      Directors by the Corporation's Certificate of Incorporation, the Board of
      Directors does hereby create, authorize and provide for the issuance of
      8.0% Senior Cumulative Convertible Preferred Stock, Series A, par value
      $0.0001 per share, with an initial stated value of $8.00 per share,
      consisting of 3,750,000 shares, having the designations, preferences,
      relative, participating, optional and other special rights and the
      qualifications, limitations and restrictions thereof that are set forth in
      the Certificate of Incorporation and in this Resolution as follows:

      (a) Designation. There is hereby created out of the authorized and
unissued shares of Preferred Stock of the Corporation a class of Preferred Stock
designated as the "8.0% Senior Cumulative Convertible Preferred Stock, Series
A." The number of shares constituting such class shall be 3,750,000 and are
referred to herein as the "Convertible Preferred Stock." The liquidation
preference of the Convertible Preferred Stock shall be $8.00 per share as
adjusted for each stock combination, split or recapitalization with respect to
such share (the "Liquidation Amount").

      (b) Rank. The Convertible Preferred Stock shall, with respect to dividend
distributions and distributions upon liquidation, winding up or dissolution of
the Corporation, rank (i) senior to all classes of Common Stock and to each
other class of Capital Stock of the Corporation or series of Preferred Stock of
the Corporation existing or hereafter created the terms of which do not
expressly provide that it ranks senior to, or on a parity with, the Convertible

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Preferred Stock as to dividend distributions and distributions upon liquidation,
winding-up and dissolution of the Corporation (collectively referred to,
together with all classes of Common Stock of the Corporation, as "Junior
Securities"); (ii) on a parity with any class of Capital Stock of the
Corporation or series of Preferred Stock of the Corporation hereafter created
the terms of which expressly provide that such class or series will rank on a
parity with the Convertible Preferred Stock as to dividend distributions and
distributions upon liquidation, winding-up and dissolution (collectively
referred to as "Parity Securities"), provided that any such Parity Securities
that were not approved by the Holders in accordance with paragraph (g)(ii)
hereof shall be deemed to be Junior Securities and not Parity Securities; and
(iii) junior to each other class of Capital Stock of the Corporation or series
of Preferred Stock of the Corporation hereafter created the terms of which
expressly provide that such class or series will rank senior to the Convertible
Preferred Stock as to dividend distributions and distributions upon liquidation,
winding-up and dissolution of the Corporation (collectively referred to as
"Senior Securities"), provided that any such Senior Securities that were not
approved by the Holders in accordance with paragraph (g)(ii) hereof shall be
deemed to be Junior Securities and not Senior Securities.

      (c) Dividends.

            (i) From the Issue Date thereof, (A) the Holders of the outstanding
shares of Convertible Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors, out of funds legally available therefor,
dividends on each share of Convertible Preferred Stock at a rate per annum equal
to, except as set forth below, 8.0% of the Liquidation Amount per share of the
Convertible Preferred Stock and (B) in the event that the Corporation shall
declare a dividend or make any other distribution (including, without
limitation, in cash, in Capital Stock (which shall include, without limitation,
any options, warrants, convertible securities or other rights to acquire Capital
Stock of the Corporation, whether or not pursuant to a shareholder rights plan,
"poison pill" or similar arrangement) or other property or assets) on or with
respect to shares of any class of Common Stock of the Corporation, then the
Board of Directors shall declare, and the Holder of each share of Convertible
Preferred Stock shall be entitled to receive in respect of each share of
Convertible Preferred Stock, a dividend or distribution in an amount equal to
the amount of such dividend or distribution received by a holder of the number
of shares of Common Stock for which such share of Convertible Preferred Stock is
convertible on the date of the payment of such dividend to holders of Common
Stock. All dividends provided for in clause (A) above shall be cumulative,
whether or not earned or declared, accruing on a daily basis from the Issue Date
of such shares; provided that not less than one-half (1/2) of the amount of such
dividends shall be payable (provided that such cash payment is not then
prohibited under the DGCL, any other applicable law, or the terms of any Covered
Indebtedness) in cash quarterly in arrears on each Dividend Payment Date,
commencing on March 31,2004; provided, further, that (x) if as of any Dividend
Payment Date the Corporation shall have failed to pay in cash at least one-half
(1/2) of the dividends due and payable on such date, including, without
limitation, if such

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                                       -3-

dividends have not been declared by the Board of Directors or if funds therefor
are not legally available or are not permitted by applicable law or any Covered
Indebtedness (a "Payment Default"), then the dividend rate on each share of
Convertible Preferred Stock shall increase to a rate per annum equal to 10.0% of
the Liquidation Amount per share of the Convertible Preferred Stock effective as
of the first day of the Dividend Period for such Dividend Payment Date to which
such Payment Default relates, (y) if any Protective Default shall have occurred,
the per annum dividend rate shall increase to a rate per annum equal to 10.0% of
the Liquidation Amount per share of the Convertible Preferred Stock effective on
the date of such Protective Default and continuing during the continuance of
such Protective Default and (z) if any shares of Convertible Preferred Stock
shall remain outstanding (an "Outside Date Default") on September 30, 2009 (the
"Outside Date"), the dividend rate on each share of Convertible Preferred Stock
shall increase by 1.0% per annum on the Outside Date and shall increase by an
additional 1.0% per annum on each 30th calendar day thereafter up to a maximum
dividend rate of 15.0% per annum until such time as no shares of Convertible
Preferred Stock shall remain outstanding. After the date on which such Payment
Default, in the case of clause (x) above, and/or Protective Default, in the case
of clause (y) above, as the case may be, ceases to exist, the dividend rate will
revert to the rate originally borne by the Convertible Preferred Stock on the
First Issue Date. The increase in the dividend rate provided for above (i) shall
be the exclusive remedy of the Holders in the case of a Payment Default and (ii)
shall not be the exclusive remedy at law or in equity of the Holders of the
Convertible Preferred Stock for any Protective Default or Outside Date Default
and shall in no way be deemed a waiver of such Protective Default or Outside
Date Default or be deemed to validate any action underlying any such Protective
Default or Outside Date Default.

            In the event that the Corporation shall not have funds legally
available for, or is otherwise prohibited by either (A) the DGCL or any other
applicable law, or (B) the terms of any Covered Indebtedness to pay any amounts
under this paragraph, the obligation to pay such amounts shall be carried
forward and fulfilled when such funds are legally available and the Corporation
is permitted to do so under the DGCL and any other applicable law and the terms
of any Covered Indebtedness. All unpaid dividends will compound on a quarterly
basis on each Dividend Payment Date at a rate per annum equal to the then
applicable dividend rate.

            Each dividend shall be payable to the Holders of record as they
appear on the stock books of the Corporation on the Dividend Record Date
immediately preceding the related Dividend Payment Date; provided that any
dividend or distribution payable pursuant to clause (B) above of the first
paragraph of this paragraph (c)(i) shall be paid to the Holders of shares of
record as they appear on the stock books and the Corporation on the record date
applicable to holders of Common Stock and shall be paid to the Holders of
Convertible Preferred Stock at the same time such dividend or distribution is
made to holders of Common Stock, provided that such cash payment to all holders
of Common Stock is not then prohibited under the DGCL, any other applicable law,
or the terms of any Covered Indebtedness.

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            (ii) All dividends paid with respect to shares of the Convertible
Preferred Stock pursuant to paragraph (c)(i) shall be paid pro rata to the
Holders entitled thereto.

            (iii) (A) No full dividends shall be declared by the Board of
Directors or paid or set apart for payment by the Corporation on any Parity
Securities for any period unless (1) full cumulative dividends have been or
contemporaneously are declared and paid in full, or declared and a sum in cash
set apart sufficient for such payment, on the Convertible Preferred Stock for
all Dividend Periods terminating on or prior to the date of payment of such full
dividends on such Parity Securities and (2) such payment is in compliance with
paragraph (m)(i) hereof. If any dividends are not so paid, all dividends
declared upon shares of the Convertible Preferred Stock and any other Parity
Securities shall be declared pro rata so that the amount of dividends declared
per share on the Convertible Preferred Stock and such Parity Securities shall in
all cases bear to each other the same ratio that accrued dividends per share on
the Convertible Preferred Stock and such Parity Securities bear to each other.

            (B) So long as any share of the Convertible Preferred Stock is
outstanding, the Corporation shall not declare, pay or set apart for payment any
dividend on any of the Junior Securities, or make any payment on account of, or
set apart for payment money for a sinking or other similar fund for, the
purchase, redemption or other retirement of, any of the Junior Securities or
any warrants, rights, calls or options exercisable for or convertible into any
of the Junior Securities whether in cash, obligations or shares of the
Corporation or other property, and shall not permit any corporation or other
entity directly or indirectly controlled by the Corporation to purchase or
redeem any of the Junior Securities or any such warrants, rights, calls or
options (other than in exchange for Junior Securities) unless (1) full
cumulative dividends determined in accordance herewith on the Convertible
Preferred Stock have been paid in full for all full quarterly dividend periods
ended prior to the date of such payment and (2) such payment is in compliance
with paragraph (m)(i) hereof.

            (C) So long as any share of the Convertible Preferred Stock is
outstanding, the Corporation shall not (except with respect to dividends as
permitted by paragraph (c)(iii)(A)) make any payment on account of, or set
apart for payment money for a sinking or other similar fund for, the purchase,
redemption or other retirement of, any of the Parity Securities or any warrants,
rights, calls or options exercisable for or convertible into any of the Parity
Securities whether in cash, obligations or shares of the Corporation or other
property, and shall not permit any corporation or other entity directly or
indirectly controlled by the Corporation to purchase or redeem any of the Parity
Securities or any such warrants, rights, calls or options unless (1) full
cumulative dividends determined in accordance herewith on the Convertible
Preferred Stock have been or contemporaneously are paid in full for all full
quarterly dividend periods ending prior to the date of such payment and (2) such
payment is in compliance with paragraph (m)(i) hereof.

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                                       -5-

            (iv) Dividends payable on the Convertible Preferred Stock for any
period less than a year shall be computed on the basis of a 360-day year of
twelve 30-day months and, for periods not involving a full calendar month, the
actual number of days elapsed (not to exceed 30 days).

      (d) Liquidation Preference.

            (i) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation (a "Liquidation
Event"), the Holders of shares of Convertible Preferred Stock shall be entitled
to be paid (provided that such cash payment is not then prohibited under the
DGCL, any other applicable law, or the terms of any Covered Indebtedness) out of
the assets of the Corporation available for distribution to its stockholders an
amount in cash equal to the sum of (A) the greater of (x) the Liquidation Amount
for each share of Convertible Preferred Stock outstanding or (y) the amount they
would be entitled to receive as if all of the shares of Convertible Preferred
Stock had been converted into Common Stock as of the date immediately prior to
the date fixed for determination of stockholders entitled to receive a
distribution in such Liquidation Event, plus (B) an amount in cash equal to
accumulated and unpaid dividends thereon to the date fixed for liquidation,
dissolution, winding up, merger, consolidation, reorganization, sale,
assignment, conveyance, transfer, lease or disposition, as the case may be
(including an amount equal to a prorated dividend for the period from the last
Dividend Payment Date to such date) before any distribution shall be made or any
assets distributed in respect of Junior Securities to the holders of any Junior
Securities including, without limitation, Common Stock of the Corporation (the
"Liquidation Payment").

            (ii) If upon any Liquidation Event, the amounts payable with respect
to the Convertible Preferred Stock under paragraph (d)(i) above are not paid in
full, the Holders of the Convertible Preferred Stock and Parity Securities will
share equally and ratably in any distribution of assets of the Corporation first
in proportion to the full liquidation preference to which each is entitled until
such preferences are paid in full, and then in proportion to their respective
amounts of accumulated but unpaid dividends.

            (iii) (A) For the purposes of this paragraph (d), neither the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation, nor the consolidation or merger of the Corporation with or into one
or more entities shall be deemed to be a liquidation, dissolution or winding-up
of the affairs of the Corporation.

      (e) [Reserved].

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      (f) Conversion and Anti-Dilution Provisions.

            (i) Holders' Right to Convert. The Holder of any share of
Convertible Preferred Stock may at any time and from time to time convert such
share into such number of fully paid and nonassessable shares of Common Stock as
determined by dividing the Liquidation Amount by the Conversion Price. Such
conversion right shall be exercised by the surrender of the shares to be
converted to the Corporation, accompanied by written notice to the Corporation
of such Holder's election to convert.

            (ii) Corporation's Right to Convert. The Corporation may convert the
outstanding Convertible Preferred Stock in whole but not in part with each share
of Convertible Preferred Stock converting into such number of fully paid and
non-assessable shares of Common Stock as determined by dividing the Liquidation
Amount by the Conversion Price then in effect:

            (A) if the Corporation consummates an underwritten initial public
      offering of the Common Stock of the Corporation (1) pursuant to an
      effective registration statement filed with the Commission in accordance
      with the Securities Act (whether alone or in conjunction with a secondary
      public offering), resulting in gross proceeds of at least $50,000,000 and
      (2)(a) if such offering occurs prior to the first anniversary of the First
      Issue Date, the shares of Common Stock sold in such offering are sold at a
      price to the public of at least 150% of the Conversion Price then in
      effect; provided that prior to or simultaneous with such conversion, the
      Holders and Noteholders receive in the aggregate on a pro rata basis at
      least $30,000,000 in cash in consideration for Conversion Shares (valued
      at the price to the public referred to in this clause (2)(a)) or (b) the
      shares of Common Stock sold in such offering are sold at a price to the
      public of at least 200% of the Conversion Price then in effect (either
      event described under (2)(a) and (2)(b) above a "Qualifying IPO"), or

            (B) upon the occurrence of a Liquidation Event, so long as the value
      of the cash consideration to be paid to the Holders in respect of their
      Conversion Shares is at least equal to 200% of the Liquidation Amount of
      the Convertible Preferred Stock plus accumulated and unpaid dividends
      thereon.

            (iii) (A) To convert a share of Convertible Preferred Stock into
shares of Common Stock pursuant to this paragraph (i), the Holder of such share
of Convertible Preferred Stock must surrender the certificate or certificates
therefor, duly endorsed, at the office of the Corporation or of any transfer
agent for the Convertible Preferred Stock, and give written notice to the
Corporation at its principal corporate office of the election to convert such
shares, and, if desired, the name of such Holder's nominee in which the
certificates for Common Stock issued upon such conversion are to be issued;
provided, however, that if a Holder delivers a notice of conversion after the
Outside Date then such Holder may make its conversion contingent upon the
consummation of one or more events and such Holder's shares of

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Convertible Preferred Stock shall not be deemed to be converted until
immediately prior to the consummation of such event(s) (but solely for purposes
of determining any record date for the stockholders of the Corporation entitled
to participate in such event(s), such conversion shall be deemed to have
occurred immediately prior to such record date). The Corporation shall, as soon
as practicable after such surrender (and following the effectiveness of such
conversion, in the case of a conditional conversion), issue and deliver at such
office to such Holder of Convertible Preferred Stock, or to the nominee or
nominees of such Holder, a certificate or certificates for the number of shares
of Common Stock to which such Holder is entitled as a result of such conversion.
Such conversion shall be deemed to have been immediately prior to the close of
business on the date notice of conversion is received by the Corporation if the
conversion is made pursuant to subparagraph (f)(i), or immediately prior to the
close of business on the date notice of conversion is received by the Holders if
the conversion is made pursuant to subparagraph (f)(ii), and upon the
effectiveness of such conversion on such date, all rights of the Holder of such
shares of Convertible Preferred Stock as a Holder of such shares shall cease at
such time, and the Person(s) in whose name(s) the certificates for such shares
of Common Stock are to be issued shall be treated for all purposes as having
become the record holders) thereof at such time; provided, however, that if a
Holder delivers a notice of conversion pursuant to paragraph (f)(i) after the
Outside Date then, if such Holder shall have elected to make its conversion
contingent upon the consummation of one or more events, such conversion shall
not be effective until immediately prior to the consummation of such event(s)
(but solely for purposes of determining any record date for the stockholders of
the Corporation entitled to participate in such event(s), such conversion shall
be deemed to have occurred immediately prior to such record date), it being
understood that if such event(s) is/are not consummated in accordance with the
terms of such conditional conversion then such conversion shall not be effective
unless consented to in writing by such Holder.

            (B) In the event of a conversion pursuant to subparagraph (f)(ii),
upon the date of receipt of notice by each Holder from the Corporation of its
election to convert all of the outstanding Shares of Convertible Preferred
Stock, the outstanding shares of Convertible Preferred Stock shall be converted
automatically without any further action by the Holders of such shares or any
other Person and whether or not the certificates representing such shares are
surrendered to the Corporation or its transfer agent; provided, however, that
the Corporation shall not be obligated to issue certificates evidencing the
shares of Common Stock issuable upon such conversion unless the certificates
evidencing such shares of Convertible Preferred Stock are either delivered to
the Corporation or its transfer agent, as provided below, or the Holder notifies
the Corporation or its transfer agent that such certificates have been lost,
stolen, or destroyed and executes an agreement satisfactory to the Corporation
to indemnify the Corporation from any loss incurred by it in connection with
such certificates. Upon the occurrence of such conversion of Convertible
Preferred Stock, the Holders of Convertible Preferred Stock shall surrender the
certificates representing such shares at the office of the Corporation or any
transfer agent for Convertible Preferred Stock or provide an indemnity agreement
as described above. Thereupon, there shall be issued and delivered to such
Holder

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                                       -8-

promptly at such office and in its name as shown on such surrendered certificate
or certificates (or as contemplated by such indemnity agreement), a certificate
or certificates for the number of shares of Common Stock into which the shares
of Convertible Preferred Stock surrendered were convertible on the date on which
such conversion occurred, and any declared and unpaid dividends shall be paid in
accordance with the provisions of clause (iv) below.

            (iv) Dividends on Converted Stock. The Holder of any share of
Convertible Preferred Stock that is converted at a time that there are
accumulated and unpaid dividends on such shares shall continue to be entitled to
receive such dividends notwithstanding the conversion thereof (but such shares
shall not accumulated dividends after the date of conversion), the payment of
which dividends shall be subject to the same preference and priority as would
apply if the shares of Convertible Preferred Stock on which such dividends
accrued were outstanding; provided that if on the date of such conversion, the
Corporation shall be entitled to pay dividends on such converted shares of
Convertible Preferred Stock in accordance with the DGCL then the Corporation
shall declare and pay (provided that such cash payment is not then prohibited
under the terms of any Covered Indebtedness) such dividends on such converted
shares of Convertible Preferred Stock to the maximum extent permitted by the
DGCL (and such Covered Indebtedness) no later than five Business Days following
the date of the conversion of such shares of Convertible Preferred Stock.

            (v) Adjustments to Number of Shares. The number of shares of Common
Stock issuable upon conversion of each share of Convertible Preferred Stock
shall be adjusted from time to time as follows:

            (A) If, after the First Issue Date, the Corporation (I) pays a
      dividend or makes a distribution on its Common Stock in shares of its
      Capital Stock, (II) subdivides its outstanding shares of Common Stock into
      a greater number of shares, (III) combines its outstanding shares of
      Common Stock into a smaller number of shares, or (IV) issues by
      reclassification of its shares of Common Stock any shares of Capital Stock
      of the Corporation (including any reclassification in connection with a
      merger or consolidation in which the Corporation is the surviving
      corporation), then the number of shares of Common Stock issuable upon
      conversion of each share of Convertible Preferred Stock shall be adjusted
      so that the holder of any share of the Convertible Preferred Stock
      thereafter surrendered for conversion shall be entitled to receive the
      number and kind of shares of Capital Stock that such holder would have
      owned immediately following such action had such share been converted
      immediately prior thereto and the Conversion Price shall be appropriately
      adjusted to reflect any such event. An adjustment made pursuant to this
      subparagraph (f)(v)(A) shall become effective immediately after the record
      in the case of a dividend or distribution and shall become effective
      immediately after the effective date in the case of a subdivision,
      combination, or reclassification.

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                                       -9-

            (B) If, after the First Issue Date, the Corporation issues or sells
      any shares of Common Stock or is deemed to have issued or sold any shares
      of its Common Stock (including Common Stock deemed to have been issued or
      sold pursuant to sub-paragraph (f)(v)(E)(III)) as a result of the
      issuance of any options, warrants or convertible securities for
      consideration of less than the Current Market Price, then the Conversion
      Price shall be reduced so that the same shall equal the price determined
      by multiplying the Conversion Price in effect immediately prior to such
      date by a fraction of which (x) the numerator shall be the number of
      shares of Common Stock outstanding on such date plus the number of shares
      which the aggregate offering price of the total number of shares of Common
      Stock so issued or sold (or deemed issued or sold) (or the aggregate
      conversion price or exercise price of the warrants, options or convertible
      securities so issued or sold (or deemed issued or sold)) would purchase at
      the Current Market Price per share of Common Stock on such date, and of
      which (y) the denominator shall be the number of shares of Common Stock
      outstanding on such record date plus the number of additional shares of
      Common Stock issued or sold (or deemed issued or sold) (or into which the
      warrants, options or convertible securities so issued or sold (or deemed
      issued or sold) are convertible).

            (C) If, after the First Issue Date, the Corporation declares a
      distribution payable in securities of other Persons, evidences of
      indebtedness issued by the Corporation or other Persons, or assets
      (excluding cash dividends), then in each such case the Conversion Price
      shall be adjusted to the amount determined by multiplying the Conversion
      Price in effect immediately prior to the date of such distribution by a
      fraction of which the numerator shall be the Current Market Price per
      share of the Common Stock on the record date mentioned below (which will
      be prior to the distribution) less the then Fair Market Value of the
      portion of the securities, evidences of indebtedness, or assets so
      distributed applicable to one share of Common Stock, and of which the
      denominator shall be such Current Market Price per share of Common Stock.
      Such adjustment shall become effective immediately after the record date
      for the determination of stockholders entitled to receive such
      distribution.

            (D) Notwithstanding any of the other provisions of this subparagraph
      (f)(v), no adjustment shall be made to the Conversion Price as a result of
      any of the following:

                  (I) the grant of options, warrants, or rights to purchase
            Common Stock to employees, officers or directors of the Corporation
            under option plans and agreements approved by the Corporation's
            Board of Directors with an exercise price per share of not less than
            the Current Market Price of the Common Stock on the date such
            option, warrant or other right is issued;

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                                      -10-

                  (II) without duplication of clause (I) above, the issuance of
            securities upon exercise or conversion of options, warrants, rights
            or other securities that are outstanding on the First Issue Date;
            and

                  (III) the issuance of securities for which an adjustment is
            made under another provision of this subparagraph (f)(v).

            (E) The following rules shall apply for purposes of this
      subparagraph (f)(v):

                  (I) In the case of the issuance or sale of Common Stock for
            cash, the consideration shall be deemed to be the amount of cash
            paid therefor before deducting any reasonable discounts,
            commissions, or other expenses allowed, paid, or incurred by the
            Corporation for any underwriting or otherwise in connection with the
            issuance and sale thereof.

                  (II) In the case of the issuance or sale of Common Stock for a
            consideration in whole or in part other than cash, the consideration
            other than cash shall be valued at the Fair Market Value thereof.

                  (III) In the case of the issuance or sale of options or
            warrants to purchase or rights to subscribe for Common Stock,
            securities by their terms convertible into or exchangeable for
            Common Stock, or options or warrants to purchase or rights to
            subscribe for such convertible or exchangeable securities, the
            following provisions shall apply for all purposes of this
            subparagraph (f)(v):

                        (a) The aggregate maximum number of shares of Common
                  Stock deliverable upon exercise (assuming the satisfaction of
                  any conditions to exercisability, including without
                  limitation, the passage of time, but without taking into
                  account potential antidilution adjustments) of such options or
                  warrants to purchase or rights to subscribe for Common Stock
                  shall be deemed to have been issued at the time such options,
                  warrants, or rights were issued and for consideration equal to
                  the consideration (determined in the manner provided in this
                  subparagraph (f)(v)(E)), if any, received by the Corporation
                  upon the issuance of such options, warrants, or rights plus
                  the minimum exercise price provided in such options, warrants,
                  or rights (without taking into account potential antidilution
                  adjustments) for the Common Stock covered thereby.

                        (b) The aggregate maximum number of shares of Common
                  Stock deliverable upon conversion of or in exchange (assuming
                  the satisfaction

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                                      -11-

                  of any conditions to convertibility or exchangeability,
                  including, without limitation, the passage of time, but
                  without taking into account potential antidilution
                  adjustments) for any such convertible or exchangeable
                  securities or upon the exercise of options or warrants to
                  purchase or rights to subscribe for such convertible or
                  exchangeable securities and subsequent conversion or exchange
                  thereof shall be deemed to have been issued at the time such
                  securities were issued or such options, warrants, or rights
                  were issued and for a consideration equal to the
                  consideration, if any, received by the Corporation for any
                  such securities or options, warrants, or rights, plus the
                  minimum additional consideration, if any, to be received by
                  the Corporation (without taking into account potential
                  antidilution adjustments) upon the conversion or exchange of
                  such securities or upon the exercise of such options,
                  warrants, or rights and subsequent conversion or exchange of
                  the underlying convertible or exchangeable securities, as
                  appropriate (the consideration in each case to be determined
                  in the manner provided in this subparagraph (f)(v)(E)).

                        (c) In the event of any change in the number of shares
                  of Common Stock deliverable or in the consideration payable to
                  the Corporation upon exercise of such options, warrants, or
                  rights with respect to either Common Stock or such convertible
                  or exchangeable securities or upon conversion of or in
                  exchange for such convertible or exchange able securities,
                  including, but not limited to, a change resulting from the
                  antidilution provisions thereof, the Conversion Price, to the
                  extent in any way affected by or computed using such options,
                  warrants, rights, or securities, shall be recomputed to
                  reflect such change, but no further adjustment shall be made
                  for the actual issuance of Common Stock or any payment of such
                  consideration upon the exercise of any such options, warrants,
                  or rights or the conversion or exchange of such securities.

                        (d) Upon the expiration of any such options, warrants,
                  or rights with respect to either Common Stock or such
                  convertible or exchangeable securities or the termination of
                  any such rights to convert or exchange, the Conversion Price,
                  to the extent in any way affected by or computed using such
                  options, warrants, rights, or securities shall be recomputed
                  to reflect the issuance of only the number of shares of Com
                  mon Stock actually issued upon the exercise of such options,
                  warrants, or rights with respect to Common Stock, upon the
                  conversion or exchange of such securities, or the number of
                  shares of Common Stock issuable upon conversion or exchange of
                  the convertible or exchangeable

<PAGE>

                                      -12-

                  securities that were actually issued upon exercise of
                  options, warrants or rights related to such securities.

                        (e) The number of shares of Common Stock deemed issued
                  and the consideration deemed paid therefor pursuant to
                  subparagraphs (f)(v)(E)(III)(a) and (b) shall be appropriately
                  adjusted to reflect any change, termination, or expiration of
                  the type described in either sub-paragraph (f)(v)(E)(III)(c)
                  or (d).

                        (f) No adjustment of the Conversion Price shall be made
                  in an amount less than l/100th of one cent per share; provided
                  that any adjustments that are not required to be made by
                  reason of this sentence shall be carried forward and shall be
                  taken into account in any subsequent adjustment made.

            (vi) Fractional Shares. No fractional shares of Common Stock shall
be issued upon the conversion of any share or shares of Convertible Preferred
Stock but instead, upon conversion, at the option of the exercising Holder
either (i) fractional shares shall be rounded up to the nearest whole share and
the exercising Holder shall pay to the Corporation the portion of the Conversion
Price per share represented by such fractional share or (ii) the Corporation
shall pay to the exercising Holder the portion of the Current Market Price per
share represented by such fractional share. If more than one such share of
Convertible Preferred Stock is surrendered for conversion at the same time by
the same holder, the number of full shares that are issuable upon the conversion
thereof shall be computed on the basis of the aggregate number of shares so
surrendered.

            (vii) Mergers; Etc. If there is (i) any consolidation, merger, or
conversion to which the Corporation is a party, other than a consolidation or a
merger that does not result in any reclassification or exchange of, or change
in, outstanding shares of the Common Stock, (ii) any sale or conveyance to
another Person of all or substantially all of the assets of the Corporation, or
(iii) any other event that causes the holders of Common Stock to receive a
different or additional kind or amount of shares of stock or other securities or
other property (other than an event for which an adjustment in the kind and
amount of shares of stock or other securities or other property for which the
Convertible Preferred Stock is convertible is otherwise made pursuant to this
paragraph (f)), then the holder of each share of Convertible Preferred Stock
then outstanding shall have the right upon conversion pursuant to the terms
hereof to receive the kind and amount of shares of stock and other securities
and property receivable upon such consolidation, merger, sale, conveyance, or
other event by a holder of the number of shares of Common Stock issuable upon
conversion of such share immediately prior to such consolidation, merger, sale,
conveyance, or other event, subject to adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this

<PAGE>

                                      -13-

paragraph (f). The provisions of this subparagraph (f)(vii) shall similarly
apply to successive consolidations, mergers, conversions, sales, conveyances,
and other events.

            (viii) Reserves. The Corporation covenants that it will at all times
reserve and keep available, solely for the purpose of issuance upon conversion
of the shares of Convertible Preferred Stock, such number of shares of Common
Stock as shall be issuable upon the conversion of all such outstanding shares,
provided that nothing contained herein shall be construed to preclude the
Corporation from satisfying its obligations in respect of the conversion of
shares of Convertible Preferred Stock by delivery of shares of Common Stock that
are held in the treasury of the Corporation.

            (ix) Preferred Conversion Shares. The shares of Common Stock and
other securities issued upon conversion of Convertible Preferred Stock and any
other securities into which the Common Stock or other such securities are
changed, reclassified, split, combined, or converted or for which they are
exchanged by amendment to the Certificate of Incorporation or by consolidation,
merger, or otherwise, and any securities paid as a dividend thereon are
collectively called the "Preferred Conversion Shares." Appropriate adjustment
shall be made to this Certificate of Designation, including the term "Common
Stock;" to give effect to each such change, reclassification, split,
combination, conversion, exchange, or dividend.

            (x) Transfer Taxes. The Corporation shall pay any and all
documentary, stamp, issue or transfer taxes, and any other similar taxes payable
in respect of the issue or delivery of shares of Common Stock upon conversion of
shares of Convertible Preferred Stock pursuant hereto; provided, however, that
the Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the holder of the shares of Convertible
Preferred Stock to be converted and no such issue or delivery shall be made
unless and until the person requesting such issue or delivery has paid to the
Corporation the amount of any such tax or has established, to the reasonable
satisfaction of the Corporation, that such tax has been paid.

            (xi) No Adjustment Less than Par Value. No adjustment in the
Conversion Price shall reduce the Conversion Price below the then par value of
the Common Stock.

            (xii) Notice of Adjustment. Whenever the Conversion Price or
conversion privilege is adjusted, the Corporation shall promptly mail to Holders
a notice of the adjustment briefly stating the facts requiring the adjustment
and the manner of computing it.

            (xiii) Notice of Certain Transactions. In the event that:

            (A) the Corporation takes any action which would require an
      adjustment in the Conversion Price;

<PAGE>

                                      -14-

            (B) the Corporation proposes to consolidate or merge with, or
      transfer all or substantially all of its property and assets to, another
      Person and shareholders of the Corporation must approve the transaction;
      or

            (C) there is a proposed Liquidation Event with respect to the
      Corporation,

the Corporation shall mail to the Holders a notice stating the proposed record
or effective date, as the case may be. The Corporation shall mail the notice at
least ten days before such record or effective date, whichever is first.

      (g) Voting Rights.

            (i) Generally. The Holders of Convertible Preferred Stock shall have
the right to receive notice of any meeting of holders of Common Stock or
Convertible Preferred Stock and to vote upon any matter submitted to a vote of
the holders of Common Stock or Convertible Preferred Stock. Except as otherwise
expressly set forth in the Certificate of Incorporation of the Corporation
(including the Certificate of Designation of which this Certificate of
Designation will form a part and all other Certificates of Designation with
respect to other classes or series of securities), the holders of Convertible
Preferred Stock shall vote on each matter submitted to them with the holders of
all other classes and series of Capital Stock entitled to vote on such matter,
taken together as a single class.

            (ii) Special Matters. For so long as at least 66 2/3% of the shares
of Convertible Preferred Stock issued under this Certificate of Designation
remain outstanding, the Corporation may not effect any of the following without
the consent and approval of the holders of a majority of the outstanding shares
of Convertible Preferred Stock, voting or consenting, as the case may be, as one
class, separately from the holders of each other class and series of securities
of the Corporation, in person or by proxy, either in writing or by resolution
adopted at an annual or special meeting:

                  (1) the authorization or issuance of (or reclassification of
            any Junior Securities to) any class of (or the amendment of any
            terms of) Parity Securities;

                  (2) the authorization or issuance of (or reclassification of
            any Junior Securities or Parity Securities to) any class of (or the
            amendment of any terms of) Senior Securities;

                  (3) the amendment or waiver of any of the terms of its
            Certificate of Incorporation or this Certificate of Designation so
            as to affect (whether by merger, consolidation or otherwise) the
            specified rights, powers, preferences, or voting rights of the
            Convertible Preferred Stock, including any action to increase

<PAGE>

                                      -15-

            or decrease the number of authorized shares of Convertible Preferred
            Stock;

                  (4) the authorization of any Liquidation Event or Change of
            Control if after giving effect to such Liquidation Event or Change
            of Control the Holders of Convertible Preferred Stock will be
            entitled to receive in respect of their Conversion Shares less than
            the sum of (x)(I) 150% of the Conversion Price per share if such
            Liquidation Event or Change of Control is consummated on or prior to
            the first anniversary of the First Issue Date or (II) 200% of the
            Conversion Price per share if such Liquidation Event or Change of
            Control is consummated on or prior to the third anniversary of the
            First Issue Date, and (y) accumulated but unpaid dividends to the
            payment date for such Liquidation Event or Change of Control;
            provided, however, that in the case of any Liquidation Event or
            Change of Control that satisfies the requirements of clause (x)(I)
            above (but not clause (x)(II)), then prior to or simultaneous with
            such Liquidation Event or Change of Control, the Holders and
            Noteholders shall have received in the aggregate on a pro rata basis
            at least $30,000,000 in cash in consideration for Conversion Shares
            (valued at the same valuation as the Common Stock in such
            Liquidation Event or Change of Control);

                  (5) the authorization of any Restricted Junior Payment; and

                  (6) the commencement of any voluntary liquidation, winding-up
            or dissolution of the Corporation.

            Notwithstanding the foregoing, without the consent of each Holder of
Convertible Preferred Stock, no such amendment or waiver of the Certificate of
Incorporation or this Certificate of Designation (whether by merger,
consolidation or otherwise) may (i) subject any Holder to any additional
obligation, (ii) reduce the Liquidation Amount of or dividend rate on the
Convertible Preferred Stock, (iii) postpone the date fixed for any payment of
the Liquidation Amount, or any dividends or other payments in respect of the
Convertible Preferred Stock, (iv) change the percentage of the shares of
Convertible Preferred Stock the Holders of which shall be required to consent or
take any other action under this paragraph (g) or any other provision of this
Certificate of Designation, (v) adversely effect the conversion rights of the
Convertible Preferred Stock or (vi) adversely effect the ranking of the
Convertible Preferred Stock.

            (iii) Consolidation, Merger or Sale of Assets. Without the
affirmative vote or consent of the Required Holders, voting or consenting, as
the case may be, as a separate class, given in person or by proxy, either in
writing or by resolution adopted at an annual or special meeting, the
Corporation shall not, in a single transaction or series of related
transactions, consolidate with or merge with or into, or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its assets
(other than any such sale, assignment,

<PAGE>

                                      -16-

transfer, lease, conveyance or other disposition (collectively, a "Transfer")
occurring following the occurrence of and during the continuance of an "event of
default" under any item of Covered Indebtedness if (i) such Transfer is not to
an Affiliate of the Corporation or any stockholder thereof, (ii) the Corporation
receives proceeds at least equal to the Fair Market Value of the assets
Transferred and (iii) such proceeds consist of at least 80% cash or Cash
Equivalents) to, another Person unless: (I) at or prior to the consummation of
such transaction all of the then outstanding shares of the Convertible Preferred
Stock are repurchased pursuant to paragraphs (f) or (1) or converted in
accordance with paragraph (f), or (II) (A) either (1) the Corporation is the
continuing Person or (2) the Person (if other than the Corporation) formed by
such consolidation or into which the Corporation is merged or to which the
properties and assets of the Corporation are sold, assigned, transferred,
leased, conveyed or otherwise disposed of shall be a corporation organized and
existing under the laws of the United States or any State thereof or the
District of Columbia and shall expressly assume all of the obligations of the
Corporation under this Certificate of Designation and the obligations hereunder
and thereunder shall remain in full force and effect; (B) if the Corporation is
not the surviving Person, the Convertible Preferred Stock shall be converted
into or exchanged for and shall become shares of such successor, transferee or
resulting Person, having in respect of such successor, transferee or resulting
Person the same powers, preferences and relative, participating, optional or
other special rights and the qualifications, limitations or restrictions
thereon, and ranking in relation to all other Capital Stock then outstanding,
that the Convertible Preferred Stock had immediately prior to such transaction;
and (C) immediately after giving effect to such transaction (including any
Indebtedness incurred or anticipated to be incurred in connection with the
transaction), no Payment Default, Protective Default or Outside Date Default
have occurred or be continuing.

            For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of related transactions) of
all or substantially all of the properties or assets of one or more Subsidiaries
of the Corporation, the Capital Stock of which constitutes all or substantially
all of the properties and assets of the Corporation, shall be deemed to be the
transfer of all or substantially all of the properties and assets of the
Corporation.

            (iv) Number of Votes. In any case in which the holders of the
Convertible Preferred Stock shall be entitled to vote pursuant to this
Certificate of Designation or pursuant to Delaware law, each holder of
Convertible Preferred Stock entitled to vote with respect to such matter shall
be entitled to vote, with respect to each share of such Convertible Preferred
Stock, the number of votes that equals the number of shares of Common Stock into
which such share of Convertible Preferred Stock is then convertible.

      (h) Conversion or Exchange. The Holders of shares of Convertible Preferred
Stock shall not have any rights hereunder to convert such shares into or
exchange such shares

<PAGE>

                                      -17-

 for shares of any other class or classes or of any other series of any class or
 classes of Capital Stock of the Corporation other than as provided in this
 Certificate of Designation.

      (i) Reissuance of Convertible Preferred Stock. Shares of Convertible
Preferred Stock that have been issued and reacquired in any manner, including
shares purchased or redeemed or exchanged, shall (upon compliance with any
applicable provisions of the laws of Delaware) have the status of authorized and
unissued shares of Preferred Stock undesignated as to series and may be
redesignated and reissued as part of any series of Preferred Stock; provided
that any issuance of such shares of Preferred Stock must be in compliance with
the terms hereof.

      (j) Business Day. If any payment, redemption or exchange shall be required
by the terms hereof to be made on a day that is not a Business Day, such
payment, redemption or exchange shall be made on the immediately succeeding
Business Day.

      (k) Notices. Unless otherwise provided in this Certificate of Designation
or by applicable law, all notices, requests, demands, and other communications
shall be in writing and shall be personally delivered, delivered by facsimile or
courier service, or mailed, certified with first class postage prepaid, to the
address set forth on the books of the Corporation, in the case of communications
to a stockholder, and to the registered office of the Corporation in the State
of Delaware with a copy to the chief executive offices of the Corporation at
2010 North West 84th Avenue, Miami, Florida 33122, attention: Chief Executive
Officer, for all communications to the Corporation. Each such notice, request,
demand, or other communication shall be deemed to have been given and received
(whether actually received or not) on the date of actual delivery thereof, if
personally delivered or delivered by facsimile transmission (if receipt is
confirmed at the time of such transmission by telephone), or on the third day
following the date of mailing, if mailed in accordance with this paragraph (k),
or on the day specified for delivery to the courier service (if such day is one
on which the courier service will give normal assurances that such specified
delivery will be made). Any notice, request, demand, or other communication
given otherwise than in accordance with this paragraph (k) shall be deemed to
have been given on the date actually received. Any stockholder may change its
address for purposes of this paragraph (k) by giving written notice of such
change to the Corporation in the manner herein above provided. Whenever any
notice is required to be given by law or by this Certificate of Designation, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
notice.

      (l) Change of Control.

            (i) Upon the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Corporation shall make an
offer to purchase (the "Change of Control Offer") the outstanding shares of
Convertible Preferred Stock at a purchase price equal to 101% of the Liquidation
Amount thereof, plus, without duplication,

<PAGE>

                                      -18-

an amount in cash equal to all accumulated and unpaid dividends thereon
(including an amount in cash equal to a prorated dividend for the period from
the immediately preceding Dividend Payment Date to the Change of Control Payment
Date) (the "Change of Control Purchase Price").

            (ii) Within 5 days of the occurrence of a Change of Control, the
Corporation also shall send by first-class mail, postage prepaid, to each Holder
of Convertible Preferred Stock, at the address appearing in the register
maintained by the Corporation or the transfer agent for the Convertible
Preferred Stock, a notice stating:

                  (a) that the Change of Control Offer is being made pursuant to
            this paragraph (1) (provided that such payment is then permitted by
            the DGCL, other applicable law and the terms of Covered
            Indebtedness) and that all of the Convertible Preferred Stock
            tendered will be accepted for payment, and other-wise subject to the
            terms and conditions set forth herein;

                  (b) the Change of Control Purchase Price and the purchase date
            (which shall be a Business Day no earlier than 30 days nor later
            than 45 days from the date such notice is mailed (the "Change of
            Control Payment Date")):

                  (c) that any of the Convertible Preferred Stock not tendered
            will continue to accumulate dividends;

                  (d) that, unless the Corporation defaults in the payment of
            the Change of Control Purchase Price (whether or not the Corporation
            is then permitted to make such payment), any of the Convertible
            Preferred Stock accepted for payment pursuant to the Change of
            Control Offer shall cease to accumulate dividends after the Change
            of Control Payment Date;

                  (e) that Holders accepting the offer to have their Convertible
            Preferred Stock purchased pursuant to a Change of Control Offer
            will be required to surrender their certificates representing the
            Convertible Preferred Stock to the Corporation, properly endorsed
            for transfer together with such customary documents as the
            Corporation and the transfer agent may reasonably require, in the
            manner and at the address specified in the notice prior to the close
            of business on the Business Day preceding the Change of Control
            Payment Date;

                  (f) that Holders whose shares of Convertible Preferred Stock
            are being purchased only in part will be issued new certificates
            representing the number of shares of Convertible Preferred Stock
            equal to the unpurchased portion of the certificates surrendered;
            and

<PAGE>

                                      -19-

                  (g) any other reasonable procedures that a Holder must follow
            to accept a Change of Control Offer.

            (iii) The Corporation will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of shares of Convertible Preferred Stock pursuant to a
Change of Control Offer, To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this paragraph (1), the
Corporation will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this paragraph (1) by
virtue thereof.

            (iv) On the Change of Control Payment Date, the Corporation shall
(A) accept for payment the shares of Convertible Preferred Stock validly
tendered pursuant to the Change of Control Offer, (B) promptly mail to the
Holders of shares so accepted the Change of Control Purchase Price therefor in
cash and (C) cancel and retire each surrendered certificate and execute a new
certificate representing that number of shares of Convertible Preferred Stock
equal to any unpurchased shares represented by a certificate surrendered. Unless
the Corporation defaults in the payment for the shares of Convertible Preferred
Stock tendered pursuant to the Change of Control Offer (whether or not the
Corporation is then permitted to make such a payment), dividends shall cease to
accumulate with respect to the shares of Convertible Preferred Stock tendered
and all rights of Holders of such tendered shares shall terminate, except for
the right to receive payment therefor, on the Change of Control Payment Date.

      (m) Negative Covenants.

            (i) Restricted Junior Payments. The Corporation shall not, and shall
not permit any of the Corporation's Subsidiaries to, directly or indirectly,
declare, order, pay, make or set apart any sum for any Restricted Junior
Payment; provided that so long as no Payment Default, Protective Default or
Outside Date Default shall have occurred and be continuing or shall be caused
thereby:

                  (a) the Corporation may redeem or repurchase Capital Stock or
            options, warrants or other rights therefor (collectively, "Equity
            Interests") from (i) officers, employees and directors of the
            Corporation or any Subsidiary (or their estates) upon the death,
            permanent disability, retirement or termination of employment of any
            such Person or otherwise in accordance with any stock option plan or
            any employee stock ownership plan maintained by the Corporation or
            any of its Subsidiaries and (ii) other holders of Capital Stock in
            the Corporation so long as the purpose of such purchase is to
            acquire common stock for re-issuance to new officers, employees and
            directors (or their estates) of the Corporation or any Subsidiary to
            the extent so reissued within 12 months after any such purchase;
            provided that in all such cases the aggregate amount of all cash

<PAGE>

                                      -20-

            paid in respect of all such shares so redeemed or repurchased less
            net cash proceeds from the sale of any such redeemed or repurchased
            shares does not exceed $5,000,000 in the aggregate from and after
            the First Issue Date;

                  (b) the Corporation may make payments to the Holders in
            respect of their shares of Convertible Preferred Stock in accordance
            with the terms of this Certificate of Designation;

                  (c) the Corporation may make payments of dividends on Senior
            Securities or Parity Securities issued in accordance with the terms
            of this Certificate of Designation and in accordance with the terms
            of such Senior Securities and Parity Securities approved by the
            Holders in accordance with this Certificate of Designation; and

                  (d) the Corporation may pay from the proceeds of the issuance
            of the Notes and the Convertible Preferred Stock to R. Marcelo
            Claure and David H. Peterson (i) on the First Issue Date dividends
            not to exceed $2,940,000 in the aggregate and (ii) additional
            dividends in an aggregate amount not to exceed $2,935,000 at any
            time following the refinancings of both of the Credit Agreements.

            (ii) Investments; Acquisitions. The Corporation shall not, and shall
not permit any of the Corporation's Subsidiaries to, directly or indirectly,
make or own any Investment in any Person, including any Joint Venture, or
acquire, by purchase or otherwise, all or substantially all the business,
property or fixed assets of, or Capital Stock or other ownership interest of any
Person, or any division or line of business of any Person except:

                  (a) the Corporation and the Corporation's Subsidiaries may
            make and own Investments in Cash Equivalents;

                  (b) the Corporation and its Subsidiaries may make Investments
            in the Corporation or any other Subsidiary or any other Person if,
            as a result of such Investment, such Person becomes a Subsidiary of
            the Corporation;

                  (c) the Corporation and its Subsidiaries may make intercompany
            loans to one another;

                  (d) the Corporation and each Subsidiary may acquire and own
            Investments received in connection with the bankruptcy or
            reorganization of suppliers and customers and in settlement of
            delinquent obligations of, and other disputes with, customers and
            suppliers arising in the ordinary course of business and consistent
            with past practices;

<PAGE>

                                      -21-

                  (e) the Corporation and each Subsidiary may make deposits in
            the ordinary course of business consistent with past practices to
            secure the performance of leases;

                  (f) the Corporation may (x) purchase Capital Stock to the
            extent permitted under paragraph (m)(i)(a) and (y) acquire and hold
            obligations of one or more officers or other employees of the
            Corporation or any of its Subsidiaries in connection with such
            officers' or employees' acquisition of shares of common stock of the
            Corporation, so long as no cash is paid by the Corporation or any
            of its Subsidiaries to such officers or employees in connection with
            the acquisition of any such obligations and such obligations are
            recourse obligations of such officers or other employees;

                  (g) the Corporation may make loans and advances to employees
            and officers of the Corporation and its Subsidiaries in the ordinary
            course of business not to exceed $1,000,000 in the aggregate at any
            one time outstanding;

                  (h) the Corporation and its Subsidiaries may hold Investments
            which consist of trade accounts receivable of the Corporation or
            such Subsidiary created in the ordinary course of business;

                  (i) the Corporation and its Subsidiaries may make Investments
            represented by Hedge Agreements made in the ordinary course of
            business and not for speculative purposes; and

                  (j) the Corporation and its Subsidiaries may make Investments
            in Joint Ventures and Unrestricted Subsidiaries; provided that the
            amount of all such Investments does not exceed $10,000,000 in the
            aggregate for all such Investments since the First Issue Date.

            (iii) Limitations on Unrestricted Subsidiaries. The Corporation may
designate after the First Issue Date any Subsidiary as an "Unrestricted
Subsidiary" under this Certificate of Designation (a "Designation") only if:

                  (a) no Payment Default, Protective Default or Outside Date
            Default shall have occurred and be continuing at the time of or
            after giving effect to such Designation; and

                  (b) the Corporation would be permitted to make an Investment
            at the time of Designation (assuming the effectiveness of such
            Designation) pursuant to the provision described under paragraph
            (m)(ii)(j) above in an amount

<PAGE>

                                      -22-

            (the "Designation Amount") equal to the Fair Market Value of the
            Corporation's interest in such Subsidiary on such date.

            The Corporation shall not, and shall not cause or permit any
Subsidiary to, at any time (x) provide credit support for or subject any of its
property or assets (other than the Capital Stock of any Unrestricted Subsidiary)
to the satisfaction of any indebtedness of any Unrestricted Subsidiary
(including any undertaking, agreement or instrument evidencing such
indebtedness), (y) be directly or indirectly liable for any indebtedness of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any
indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity upon the occurrence
of a default with respect to any indebtedness of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted
Subsidiary). All Subsidiaries of Unrestricted Subsidiaries shall automatically
be deemed to be Unrestricted Subsidiaries.

            The Corporation may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if no Payment Default, Protective
Default or Outside Date Default shall have occurred and be continuing at the
time of and after giving effect to such Revocation.

            All Designations and Revocations must be evidenced by resolutions of
the Board of Directors of the Corporation delivered to each Holder certifying
compliance with the foregoing provisions.

            (iv) Notice of Default. Promptly, but in any event within ten (10)
Business Days, after any officer of the Corporation becomes aware of the
existence of any Payment Default, Protective Default or Outside Date Default or
that any Person has given any notice or taken any other action with respect to a
claimed Payment Default, Protective Default or Outside Date Default, a written
notice thereof to the Holders specifying the nature and existence thereof and
what action the Corporation is taking or proposes to take with respect thereto.

      (n) Definitions. As used in this Certificate of Designation, the following
terms shall have the following meanings (with terms defined in the singular
having comparable meanings when used in the plural and vice versa), unless the
context otherwise requires:

            "Affiliate" as applied to any Person, means any other Person
      directly or indirectly controlling, controlled by, or under common control
      with, that Person. For the purposes of this definition, "control"
      (including, with correlative meanings, the terms "controlling",
      "controlled by" and "under common control with"), as applied to any
      Person, means the possession, directly or indirectly, of the power to
      direct or cause the direction of the management and policies of that
      Person, whether through the ownership of voting securities or by contract
      or otherwise. For purposes of this definition, a Person shall be deemed to
      be "controlled by" a Person if such Person possesses, directly

<PAGE>

                                      -23-

      or indirectly, power to vote 10% or more of the securities having
      ordinary voting power for the election of directors of such Person.

            "Board of Directors" shall have the meaning provided in the first
      paragraph of this Certificate of Designation.

            "Business Day" means any day excluding Saturday, Sunday and any day
      which is a legal holiday under the laws of the State of New York or is a
      day on which banking institutions located in such state are authorized or
      required by law or other governmental action to close.

            "Capital Stock" means (i) in the case of a corporation, capital
      stock, (ii) in the case of an association or business entity, any and all
      shares, interests, participations, rights or other equivalents (however
      designated) of capital stock, (iii) in the case of a partnership,
      partnership interests (whether general or limited), (iv) in the case of a
      limited liability company, membership interests, and (v) any other
      interest or participation that confers on a Person the right to receive a
      share of the profits and losses of, or distributions of assets of, the
      issuing Person.

            "Cash Equivalents" means, as at any date of determination, (i)
      marketable securities (a) issued or directly and unconditionally
      guaranteed as to interest and principal by the United States Government or
      (b) issued by any agency of the United States the obligations of which are
      backed by the full faith and credit of the United States, in each case
      maturing within one year after such date; (ii) marketable direct
      obligations issued by any state of the United States of America or any
      political subdivision of any such state or any public instrumentality
      thereof, in each case maturing within one year after such date and having,
      at the time of the acquisition thereof, the highest rating obtainable from
      either Standard & Poor's Corporation ("S&P") or Moody's Investors Service,
      Inc. ("Moody's"); (iii) commercial paper maturing no more than one year
      from the date of creation thereof and having, at the time of the
      acquisition thereof, a rating of at least A-1 from S&P or at least P-1
      from Moody's; (iv) certificates of deposit or bankers' acceptances
      maturing within one year after such date and issued or accepted by any
      commercial bank organized under the laws of the United States of America
      or any state thereof or the District of Columbia that (a) is at least
      "adequately capitalized" (as defined in the regulations of its primary
      Federal banking regulator) and (b) has capital, surplus and undivided
      profits aggregating at least $500,000 and which issues (or the parent of
      which issues) certificates of deposit or commercial paper with a ranking
      described in clause (iii) above; and (v) shares of any money market mutual
      fund that (a) invests solely in the types of investments referred to in
      clauses (i) and (ii) above, (b) has net assets of not less than
      $500,000,000, and (c) has the highest rating obtainable from either S&P or
      Moody's.

<PAGE>

                                      -24-

            "Certificate of Designation" means this Certificate of Designation
      creating the Convertible Preferred Stock.

            "Certificate of Incorporation" shall have the meaning provided in
      the first paragraph of this Certificate of Designation.

            "Change of Control" means the occurrence of any of the following
      events (whether or not approved by the Governing Body of the Corporation):

                  (i) the Permitted Holders cease to beneficially own (as
            defined under Rule 13d-3 or any successor rule or regulation
            promulgated under the Exchange Act) at least a majority of both (x)
            the total voting power of the Corporation's Voting Stock and (y) the
            total economic ownership of the then outstanding Common Stock of the
            Corporation;

                  (ii) any transaction or series of related transactions
            (including but not limited to a merger or reorganization) which
            results in holders of the Corporation's Capital Stock outstanding
            prior to such event owning less than 50% of either (x) the total
            voting power of the then outstanding Voting Stock of the Corporation
            or (y) the total economic ownership of the then outstanding Common
            Stock of the Corporation;

                  (iii) the Corporation consolidates with or merges with or into
            any Person or sells, assigns, conveys, transfers, leases or
            otherwise disposes of all or substantially all of its assets to any
            Person unless holders of the Corporation's Capital Stock outstanding
            prior to such event own at least 50% of the surviving or purchasing
            entity;

                  (iv) during any period of two consecutive years, individuals
            who at the beginning of such period constituted the Governing Body
            of the Corporation (together with any new directors whose election
            to such board or whose nomination for election by the stockholders
            of the Corporation was approved by a vote of a majority of the
            directors then still in office who were either directors at the
            beginning of such period or whose election or nomination for
            election was previously so approved) cease for any reason to
            constitute a majority of such Governing Body then in office;

                  (v) any order, judgment or decree shall be entered against the
            Corporation decreeing the dissolution or split-up of the Corporation
            and such order shall remain undischarged or unstayed for a period in
            excess of 60 days; or

                  (vi) the occurrence of any "change of control" under the
            Notes.

<PAGE>

                                      -25-

            "Change of Control Date" shall have the meaning provided in
      paragraph (1).

            "Change of Control Offer" shall have the meaning provided in
      paragraph (1).

            "Change of Control Payment Date" shall have the meaning provided in
      paragraph (1).

            "Change of Control Purchase Price" shall have the meaning provided
      in paragraph (1).

            "Commission" means the Securities and Exchange Commission, as from
      time to time constituted, created under the Exchange Act or, if at any
      time after the First Issue Date such Commission is not existing and
      performing the duties now assigned to it under the Exchange Act, the body
      performing such duties at such time.

            "Common Stock" means the Corporation's Common Stock, par value
      $0.01, per share.

            "Conversion Price" means $8.00, and shall be subject to adjustment
      as provided herein.

            "Conversion Shares" means, collectively, the Notes Conversion Shares
      and the Preferred Conversion Shares.

            "Convertible Preferred Stock" shall have the meaning provided in
      paragraph (a).

            "Corporation" shall have the meaning provided in the first paragraph
      of this Certificate of Designation.

            "Covered Indebtedness" shall mean the Credit Agreements and the
      Motorola Distributor Documents.

            "Credit Agreement" means each of (i) that certain Credit Agreement
      dated as of June 12, 2002 among the Corporation, Brightstar US, Inc. and
      General Electric Capital Corporation; and (ii) that certain Credit
      Agreement dated as of December 12, 2002 by and among Brightstar Corp.
      Chile Limitada, S.R.L., an entity organized under the laws of Chile,
      Brightstar Guatemala, S.A., an entity organized under the laws of
      Guatemala, Brightstar El Salvador, S.A., an entity organized under the
      laws of El Salvador, Brightstar Uruguay, S.A., an entity organized under
      the laws of Uruguay, Brightstar De Paraguay, S.de R.L., an entity
      organized under the laws of Paraguay, Brightstar de Venezuela, C.A., an
      entity organized under the laws of Venezuela, Brightstar Dominicana, S.A.,
      an entity organized under the laws of the Dominican Republic,

<PAGE>

                                      -26-

      Brightstar Peru, S.R.L., an entity organized under the laws of
      Peru, Brightstar de Mexico, S.A. de C.V., an entity organized under the
      laws of Mexico, Soluciones Inteligentes Para El Mercado Movil, S.A. de
      C.V., an entity organized under the laws of Mexico, and Brightstar de
      Argentina, S.A., an entity organized under the laws of Argentina, and
      Ocean Bank, each as in effect at the First Issue Date, including any
      related notes, guarantees, collateral documents, instruments and
      agreements executed in connection therewith, in each case as such
      agreements may be amended (including any amendment and restatement
      thereof), supplemented or otherwise modified from time to time, including
      any agreement extending the maturity of, refinancing, replacing or
      otherwise restructuring (including increasing the amount of available
      borrowings thereunder or adding Subsidiaries of the Corporation as
      additional borrowers or guarantors thereunder) all or any portion of the
      indebtedness under such agreement or any successor or replacement
      agreement and whether by the same or any other agent, lender or group of
      lenders.

            "Currency Agreement" means any foreign exchange contract, currency
      swap agreement, futures contract, option contract, synthetic cap or other
      similar agreement or arrangement to which the Corporation or any of the
      Corporation's Subsidiaries are a party.

            "Current Market Price" per share of Common Stock on any date means;

                  (i) if the Common Stock is not registered under the Exchange
            Act, or if the Common Stock is so registered and the closing price
            cannot be determined as set forth in clause (ii) below, (A) the
            value of the Common Stock determined by the unanimous vote or
            consent of the Board of Directors of the Corporation and certified
            in a board resolution, or (B) if the Board of Directors of the
            Corporation is unable or unwilling to unanimously agree on such
            value within a period of 30 days, the value of the Common Stock as
            determined by an Independent Financial Advisor, or

                  (ii) if the Common Stock is registered under the Exchange Act,
            the Current Market Price per share of Common Stock on any date shall
            be deemed to be the average of the daily closing prices for each
            trading day during the period commencing 15 trading days before such
            date and ending on the date one trading day prior to the day in
            question. The "closing price" on any trading day shall mean the
            reported closing price on such day on the New York Stock Exchange or
            on the principal national securities exchange on which the Common
            Stock is listed or admitted to trading or, if the Common Stock is
            not listed or admitted to trading on such exchange, then the average
            of the reported closing bid and asked prices in the over-the-counter
            market as reported on NASDAQ or a similar reporting service or, if
            no such quotations are available

<PAGE>

                                      -27-

            the fair market price as determined by clause (i) above. A "trading
            day" is a day on which the New York Stock Exchange, principal
            national securities exchange, or over-the-counter market, as
            appropriate, is open for trading.

            "Designation" shall have the meaning provided in paragraph (m)(iii).

            "Designation Amount" shall have the meaning provided in paragraph
      (m)(iii).

            "DGCL" means the General Corporation Law of the State of Delaware.

            "Dividend Payment Date" means each March 31, June 30, September 30
      and December 31 of each year.

            "Dividend Period" means the Initial Dividend Period and, thereafter,
      each quarterly period from a Dividend Payment Date to the next succeeding
      Dividend Payment Date (but without including such Dividend Payment Date).

            "Dividend Record Date" means each March 15, June 15, September 15
      and December 15 of each year.

            "Equity Interest" shall have the meaning provided in paragraph
      (m)(i).

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.

            "Fair Market Value" means, with respect to any asset or property,
      the price which could be negotiated in an arm's-length transaction, for
      cash, between an informed and willing seller under no compulsion to sell
      and an informed and willing buyer under no compulsion to buy. "Fair Market
      Value" shall be determined (A) by the unanimous vote or consent of the
      Board of Directors of the Corporation and certified in a board resolution,
      or (B) if the Board of Directors of the Corporation is unable or unwilling
      to unanimously agree on such value within a period of 30 days, the "Fair
      Market Value" shall be determined by an Independent Financial Advisor.

            "First Issue Date" means December 30, 2003.

            "Governing Body" means the board of directors or other body having
      the power to direct or cause the direction of the management and policies
      of a Person that is a corporation, partnership, trust or limited liability
      company.

            "Hedge Agreement" means (i) an Interest Rate Agreement designed to
      hedge against fluctuations in interest rates, (ii) any Currency Agreement
      designed to hedge against fluctuations in currency values, and (iii) any
      other agreement or arrangement to which the Corporation or any of the
      Corporation's Subsidiaries is a party which

<PAGE>

                                      -28-

      hedges against or is based upon fluctuations in the value of the equity
      securities of any Person, or any equity forward agreements or similar
      agreements or arrangements.

            "Holder" means a holder of shares of Convertible Preferred Stock as
      reflected in the register maintained by the Corporation or the transfer
      agent for the Convertible Preferred Stock.

            "Independent Financial Advisor" means an accounting, appraisal or
      investment banking firm which is nationally recognized within the United
      States of America (i) which does not, and whose directors, officers and
      employees or Affiliates do not have, a direct or indirect financial
      interest in the Corporation or any of its Subsidiaries or Affiliates, (ii)
      which, in the judgment of the Governing Body of the Corporation, is
      otherwise independent and qualified to perform the task for which it is to
      be engaged and (iii) which is acceptable to the Required Holders.

            "Initial Dividend Period" means, with respect to any share of
      Convertible Preferred Stock, the dividend period commencing on the Issue
      Date of such share of Convertible Preferred Stock and ending on March
      31,2004.

            "Interest Rate Agreement" means any interest rate swap agreement,
      interest rate cap agreement, interest rate collar agreement or other
      similar agreement or arrangement to which the Corporation or any of the
      Corporation's Subsidiaries is a party.

            "Investment" means (i) any direct or indirect purchase or other
      acquisition by the Corporation or any of the Corporation's Subsidiaries
      of, or of a beneficial interest in, any securities of any other Person
      (including any Subsidiary of the Corporation), (ii) any direct or indirect
      redemption, retirement, purchase or other acquisition for value, by the
      Corporation or any Subsidiary of the Corporation from any Person other
      than the Corporation or any of the Corporation's Subsidiaries, of any
      equity securities of such Subsidiary, (iii) any direct or indirect loan,
      advance (other than advances to employees for moving, entertainment and
      travel expenses, drawing accounts and similar expenditures in the ordinary
      course of business) or capital contribution by the Corporation or any of
      the Corporation's Subsidiaries to any other Person, including all
      indebtedness and accounts receivable from that other Person that are not
      current assets or did not arise from sales to that other Person in the
      ordinary course of business, or (iv) Interest Rate Agreements or Currency
      Agreements not constituting Hedge Agreements. The amount of any Investment
      shall be the original cost of such Investment plus the cost of all
      additions thereto, without any adjustments for increases or decreases in
      value, or write-ups, write-downs or write-offs with respect to such
      Investment.

<PAGE>

                                      -29-

            "Issue Date" means, with respect to any share of Convertible
      Preferred Stock, the date of issuance of such share of Convertible
      Preferred Stock.

            "Joint Venture" means a joint venture, partnership or other similar
      arrangement, whether in corporate, partnership or other legal form, which
      does not constitute a Subsidiary; provided that in no event shall any
      corporate Subsidiary of any Person be considered to be a Joint Venture to
      which such Person is a party.

            "Junior Securities" shall have the meaning provided in paragraph
      (b).

            "Liquidation Amount" shall have the meaning provided in paragraph
      (a).

            "Liquidation Event" shall have the meaning provided in paragraph
      (d)(i).

            "Liquidation Payment" shall have the meaning provided in paragraph
      (d)(i).

            "Motorola" means, collectively, Motorola, Inc., a Delaware
      corporation, and all of its Subsidiaries and Affiliates.

            "Motorola Distribution Agreement" means, collectively, the Motorola
      Latin America Distribution Agreement, the Motorola Mexico Distribution
      Agreement, the Motorola US Distribution Agreement and any other agreements
      pursuant to which the Corporation or any of its Subsidiaries are appointed
      to act as a distributor on behalf of Motorola, as any of the foregoing may
      be amended, supplemented or restated from time to time.

            "Motorola Distributor Documents" means, collectively, the Motorola
      Distribution Agreement, the Motorola Endorsement Agreement, the Motorola
      Security Agreement and any other agreements, instruments or other
      documents under which any of the Motorola Liens are granted or any of the
      Motorola Obligations created, evidenced, guaranteed or secured and any
      modifications, restatements or refinancings thereof or replacements
      therefore.

            "Motorola Endorsement Agreement" means, collectively, that certain
      Agreement, dated as of July 30,2001, entered into between Motorola de
      Mexico, S.A. and Brightstar de Mexico, S.A. de C.V., and any other
      agreements pursuant to which the Corporation and/or any of its
      Subsidiaries agree to sell, endorse and/or assign any of their accounts
      receivable to Motorola, as any of the foregoing are amended, supplemented
      or restated from time to time

            "Motorola Latin America Distribution Agreement" means that certain
      Distribution Agreement, effective as of June 1,2000, entered into between
      Motorola, Inc. and the Corporation, as amended and restated by that
      certain Amended and Restated

<PAGE>

                                      -30-

      Distribution Agreement, effective as of October 9, 2003, and as the same
      may be further amended, supplemented or restated from time to time.

            "Motorola Liens" means any and all liens which may be now or
      hereafter granted to Motorola by the Corporation or any of its
      Subsidiaries or Affiliates pursuant to the Motorola Distributor Documents
      or otherwise to secure any and all of the Motorola Obligations.

            "Motorola Mexico Distribution Agreement" means that certain
      Distribution Agreement, effective as of July 30,2001, entered into between
      Motorola de Mexico, S.A. and Brightstar de Mexico, S.A. de C.V., as the
      same may be amended, supplemented or restated from time to time.

            "Motorola Obligations" shall mean the obligations as such term is
      defined in the Motorola Parent Security Agreement and all other
      indebtedness, fees, interest, expenses and other obligations from time to
      time owing by one or more of the Borrowers to Motorola under the Motorola
      Distributor Documents or any other transaction documents described
      therein.

            "Motorola Parent Security Agreement" means that certain Security
      Agreement dated as of June 21,2001 by the Corporation in favor of
      Motorola, Inc., as amended, supplemented or restated from time to time.

            "Motorola Security Agreement" means, collectively, the Motorola
      Parent Security Agreement, the Motorola US Security Agreement and all
      other documents pursuant to which any of the Motorola Liens are created,
      as any of the foregoing may be amended, supplemented or restated from time
      to time.

            "Motorola US Distribution Agreement" means that certain Distribution
      Agreement, effective as of November 20,2003, entered into between
      Motorola, Inc. and Brightstar US, Inc., as the same may be amended,
      supplemented or restated from time to time.

            "Motorola US Security Agreement" means that certain Security
      Agreement dated as of May 24,2002 by Brightstar US, Inc., in favor of
      Motorola, Inc., as amended, supplemented or restated from time to time.

            "Noteholder" means a Person in whose name a Note is registered on
      the security register of the Corporation.

            "Notes" means the up to $31,750,000 in aggregate principal amount of
      10.5% Convertible Senior Subordinated Notes due December 31,2008 of the
      Corporation issued pursuant to the Purchase Agreement dated December
      30,2003.

<PAGE>

                                      -31-

            "Notes Conversion Shares" means the shares of Common Stock and other
      securities issued upon conversion of Notes and any other securities into
      which the Common Stock or other such securities are changed, reclassified,
      split, combined, or converted or for which they are exchanged by amendment
      to the Certificate of Incorporation or by consolidation, merger, or
      otherwise, and any securities paid as a dividend thereon.

            "Outside Date" shall have the meaning provided in paragraph (c).

            "Outside Date Default" shall have the meaning provided in paragraph
      (c).

            "Parity Securities" shall have the meaning provided in paragraph
      (b).

            "Payment Default" shall have the meaning provided in paragraph
      (c)(i).

            "Permitted Holders" means collectively R. Marcelo Claure, his
      spouse, children or other lineal descendants (whether adoptive or
      biological) and any revocable or irrevocable inter vivos or testamentary
      trust or the probate estate of any such individual, so long as one or more
      of the foregoing individuals is the principal beneficiary of such trust or
      probate estate.

            "Person" means and includes natural persons, corporations, limited
      partnerships, general partnerships, limited liability companies, limited
      liability partnerships, joint stock companies, Joint Ventures,
      associations, companies, trusts, banks, trust companies, land trusts,
      business trusts or other organizations, whether or not legal entities, and
      governments (whether federal, state or local, domestic or foreign, and
      including political subdivisions thereof) and agencies or other
      administrative or regulatory bodies thereof.

            "Preferred Conversion Shares" shall have the meaning provided in
      paragraph (f)(ix).

            "Preferred Stock" means, with respect to any Person, Capital Stock
      of any class or classes (however designated) of such Person which is
      preferred as to the payment of dividends or distributions, or as to the
      distribution of assets upon any voluntary or involuntary liquidation or
      dissolution of such Person, over Capital Stock of any other class of such
      Person.

            "Protective Default" means the failure by the Corporation to comply
      with any of the provisions of this Certificate of Designation including,
      without limitation, paragraph (g), whether or not compliance is at such
      time permitted by the DGCL, other applicable law or the terms of other
      instruments or agreements to which the Corporation is a party or otherwise
      subject (including, without limitation, Covered Indebtedness).

<PAGE>

                                      -32-

      For purposes of this Certificate of Designation, a Payment Default and an
      Outside Date Default shall not constitute a Protective Default.

            "Qualifying IPO" shall have the meaning provided in paragraph
      (f)(ii).

            "Required Holders" means the Holders of a majority of the then
      outstanding shares of Convertible Preferred Stock.

            "Resolution" shall have the meaning provided in the first paragraph
      of this Certificate of Designation.

            "Restricted Junior Payment" means (i) any dividend or other
      distribution, direct or indirect, on account of any shares of any class of
      Capital Stock of the Corporation or any of the Corporation's Subsidiaries
      now or hereafter outstanding, except a dividend payable solely in shares
      of that class of Capital Stock to the holders of that class and a dividend
      payable by any of the Corporation's Subsidiaries to the Corporation or any
      Subsidiary of the Corporation, (ii) any redemption, retirement, sinking
      fund or similar payment, purchase or other acquisition for value, direct
      or indirect, of any shares of any class of Capital Stock of the
      Corporation or any of the Corporation's Subsidiaries now or hereafter
      outstanding and (iii) any payment made to retire, or to obtain the
      surrender of, any outstanding warrants, options or other rights to acquire
      any shares of any class of Capital Stock of the Corporation or any of the
      Corporation's Subsidiaries now or hereafter outstanding.

            "Revocation" shall have the meaning provided in paragraph (m)(iii).

            "Securities Act" means the Securities Act of 1933, as amended, and
      the rules and regulations of the Commission promulgated thereunder.

            "Senior Securities" shall have the meaning provided in paragraph
      (b).

            "Subsidiary" means, with respect to any Person, any corporation,
      partnership, limited liability company, association, Joint Venture or
      other business entity of which more than 50% of the total voting power of
      shares of stock or other ownership interests entitled (without regard to
      the occurrence of any contingency) to vote in the election of the members
      of the Governing Body is at the time owned or controlled, directly or
      indirectly, by that Person or one or more of the other Subsidiaries of
      that Person or a combination thereof. For purposes of this Agreement, an
      "Unrestricted Subsidiary" of the Corporation shall be deemed not to be a
      "Subsidiary" of the Corporation.

            "Transfer" shall have the meaning provided in paragraph (g)(iii).

<PAGE>

                                      -33-

            "Unrestricted Subsidiary" means each Subsidiary of the Corporation
      designated as such pursuant to and in compliance with paragraph (m)(iii).
      Any such designation may be revoked by a resolution of the Board of
      Directors of the Corporation delivered to the Holders, subject to the
      provisions of such paragraph (m)(iii).

            "Voting Stock" means any class or classes of Capital Stock pursuant
      to which the holders thereof have the general voting power under ordinary
      circumstances to elect at least a majority of the Board of Directors,
      managers or trustees of any Person (irrespective of whether or not, at the
      time, stock of any other class or classes shall have, or might have,
      voting power by reason of the happening of any contingency).

<PAGE>

                                      -34-

            IN WITNESS WHEREOF, said Corporation has caused this Certificate of
Designation to be signed by R. Marcelo Claure, its Chief Executive Officer, this
29th day of December, 2003.

                                        BRIGHTSTAR CORP.

                                        By: /s/ R. Marcelo Claure
                                            ------------------------------------
                                            Name: R. Marcelo Claure
                                            Title: Chief Executive Officer