Exhibit 10.2 





NB TELECOM, INC. 



CERTIFICATE OF
DESIGNATION 
OF SERIES A CONVERTIBLE
PREFERRED STOCK 



        NB
Telecom,  Inc. (the  "Company"),  a corporation  organized and existing  under Nevada
 Revised Statutes of the State of Nevada, does hereby certify: 




        FIRST:
Pursuant to authority conferred upon the Board of Directors by its Certificate of
Incorporation, and pursuant to the provisions of Nevada Revised Statutes has adopted a
resolution on December 24, 2008, which is set forth below, to issue the number of shares
of the Series A Convertible Preferred Stock pursuant to a resolution dated December 24,
2008, a copy of which was filed with the State of Nevada. 



	 	
        RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board of Directors
of the Company by the provisions of the Certificate of Incorporation of the Company, as
amended, out of the authorized but unissued shares of Preferred Stock of the Company this
Board of Directors hereby creates a series of the Preferred Stock, par value $0.0001 per
share (the “Preferred Stock”), of the Company, and this Board of Directors
hereby fixes the powers, designations, preferences and relative, participating, optional
or other special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof (in addition to the powers, designations, preferences and
relative, participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Certificate of Incorporation of the
Company which are applicable to Preferred Stock of all series) as follows: 







	 	
        1.      Designation.
The designation of the series shall be “Series A           Convertible Preferred
Stock” (the “Series A Convertible Preferred           Stock”).  







	 	
        2.      Number.
The number of shares constituting the Series A Convertible           Preferred Stock
shall be 1,000,000.  







	 	
        3.      Liquidation
Preference. (a) With respect to liquidation and any other           class or series
of capital stock of the Company ranking senior to or on a parity           with the
Series A Convertible Preferred Stock with respect to liquidation, in           the event
of any liquidation, dissolution or winding up of the affairs of the           Company,
whether voluntary or involuntary, the holders of record of the issued           and
outstanding shares of Series A Convertible Preferred Stock           (“Holder”)
shall be entitled to receive, out of the assets of the           Company available for
distribution to the Holders of shares of Series A           Convertible Preferred Stock,
prior and in preference to any distribution of any           of the assets of the Company
to the holders of Common Stock and any other series           of Preferred Stock ranking
junior to the Series A Convertible Preferred Stock           with respect to liquidation
and any other class or series of capital stock of           the Company ranking junior to
the Series A Convertible Preferred Stock with           respect to liquidation, an amount
in cash equal to $22,000,000. If, upon such           liquidation, dissolution or winding
up of the affairs of the Company, the assets           of the Company distributable among
the Holders of Series A Convertible Preferred           Stock and any other series of
Preferred Stock ranking on a parity therewith in           respect thereto or any class
or series of capital stock of the Company ranking           on a parity therewith in
respect thereto shall be insufficient to permit the           payment in full to all such
Holders of shares of the preferential amounts           payable to them, then the entire
assets of the Company available for           distribution to such Holders of shares
shall be distributed ratably among such           Holders in proportion to the respective
amounts that would be payable per share           if such assets were sufficient to
permit payment in full. After payment of the           full amount to which they are
entitled upon liquidation pursuant to this Section           3(a), the Holders of shares
of Series A Convertible Preferred Stock will not be           entitled to any further
participation in any distribution of assets by the           Company. Neither a
consolidation or merger of the Company with another           corporation or other entity
nor a sale, transfer, lease or exchange of all or           part of the Company’s
assets will be considered a liquidation, dissolution           or winding up of the
affairs of the Company for purposes of this Section 3(a).  

















	 	
        (b)                No
Preference on Common Stock. The preference in liquidation provided in the           above
Section 3(a) shall not apply if the Holder of the Series A Convertible
          Preferred Stock has converted the Series A Convertible Preferred Stock into
          Common Stock of the Company, which shall be ranked junior to Preferred Stock.  







     	4.	
          Mandatory Conversion: Convertible Preferred Stock shall be mandatorily
          converted as follows: 


          



	 	
        (a)                Upon
the successful increase of the total authorized shares of common stock of           the
Company, the Company shall automatically convert such Series A Convertible
          Preferred Stock into fully paid and nonassessable shares of Common Stock of the
          Company at the approximate ratio of one for thirty-nine shares of the Common
          Stock of the Company (“Conversion Ratio”) so that all 1,000,000
shares           of Convertible Series A Preferred Stock shall convert into 38,194,072
shares of           Common Stock of the Company.  







	 	
        (b)                Costs.
The Company shall pay all documentary fee attributable to the issuance or
          delivery of shares of Common Stock upon conversion of any shares of Series A
          Convertible Preferred Stock; provided that the Company shall not be required to
          pay any taxes which may be payable in respect of any transfer involved in the
          issuance or delivery of any certificate for such shares in a name other than
          that of the Holder of the shares of Series A Preferred Stock in respect of
which           such shares are being issued.  







	 	
        (c)      No
dividend. Series A Preferred Stock shall carry no interest nor           dividend
during its existence  







        FURTHER
RESOLVED, that any and all actions heretofore taken by the Company within the terms of
any of the foregoing resolutions are hereby ratified and confirmed.  














        SECOND:
That said determination of the powers, designation, preferences and the relative,
participating, optional or other rights, and the qualifications, limitations or
restrictions thereof, relating to said series of Preferred Stock, was duly made by the
Board of Directors of the Company pursuant to the provisions of the Certificate of
Incorporation of the Company, as amended, and in accordance with the provisions of Nevada
Revised Statutes of the State of Nevada. 




	 	
NB
TELECOM, INC.








	 	By:  	/s/ Paul Kelly

Paul Kelly, Director  








	 	 By:  	
/s/ Craig Burton

Craig
Burton, Director  








	 	  By:  	/s/ Leonard J. Battaglia

Leonard J. Battaglia,
Director