Exhibit 10.3 




NB TELECOM, INC. 



CERTIFICATE OF
DESIGNATION
OF SERIES B 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 B 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 Corporation by the provisions of the Certificate of Incorporation of the
Corporation, as amended, out of the authorized but unissued shares of Preferred Stock of
the Corporation this Board of Directors hereby creates a series of the Preferred Stock,
par value $.0001 per share (the “Preferred Stock”), of the Corporation, 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 Corporation which are applicable to Preferred Stock of all series)
as follows: 



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




        2.
      Number.
The number of shares constituting the Series B Preferred Stock           shall be one
million (1,000,000).  




        3.
      Voting
Rights.  




	 	
        a.      General
Voting Rights. The one million (1,000,000) Series B Preferred           Stock shall
have an aggregate voting power of 40% of the combined voting power           of the
entire Company’s shares, Common Stock and Preferred Stock as long as           the
Company is in existence. Each holder of the Series B Preferred Stock shall           have
full voting rights and powers equal to the voting rights and powers of the
          holders of Common Stock, and shall be entitled, notwithstanding any provision
          hereof, to notice of any stockholders’ meeting in accordance with the
          by-laws of the Corporation, and shall be entitled to vote, together with
holders           of Common Stock, with respect to any question upon which holders of
Common Stock           have the right to vote.  







	 	
        b.      Consent
Needed for Authorization. Without the vote or consent of the           holders of at
least a majority of the shares of Series B Preferred Stock then           outstanding,
the Corporation may not (i) authorize, create or issue, or increase           the
authorized number of shares of, any class or series of capital stock ranking
          prior to or on a parity with the Series B Preferred Stock, (ii) authorize,
          create or issue any class or series of common stock of the Corporation other
          than the Common Stock, (iii) authorize any reclassification of the Series B
          Preferred Stock, (iv) authorize, create or issue any securities convertible
into           or exercisable for capital stock prohibited by Section 3(b)(i) or (ii),
(v)           amend this Certificate or (vi) enter into any merger or reorganization, or
          disposal of assets involving 20% of the total capitalization of the
Corporation.  

















        4.
      Liquidation.  




	 	
        a.      Preference.
Subject to the rights of the holders of any other series of           Preferred Stock
ranking senior to or on a parity with the Series B Preferred           Stock with respect
to liquidation and any other class or series of capital stock           of the
Corporation ranking senior to or on a parity with the Series B Preferred           Stock
with respect to liquidation, in the event of any liquidation, dissolution           or
winding up of the affairs of the Corporation, whether voluntary or           involuntary,
the holders of record of the issued and outstanding shares of           Series B
Preferred Stock shall be entitled to receive, out of the assets of the
          Corporation available for distribution to the holders of shares of Series B
          Preferred Stock, prior and in preference to any distribution of any of the
          assets of the Corporation to the holders of Common Stock and any other series
of           Preferred Stock ranking junior to the Series B Preferred Stock with respect
to           liquidation and any other class or series of capital stock of the
Corporation           ranking junior to the Series B Preferred Stock with respect to
liquidation, an           amount in cash per share equal to $1.00, plus an amount equal
to all dividends           accrued and unpaid on each such share (whether or not
declared) up to the date           fixed for distribution. If, upon such liquidation,
dissolution or winding up of           the affairs of the Corporation, the assets of the
Corporation distributable           among the holders of Series B 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 Corporation 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 Corporation 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
4(a), the holders of shares of Series B           Preferred Stock will not be entitled to
any further participation in any           distribution of assets by the Corporation.
Neither a consolidation or merger of           the Corporation with another corporation
or other entity nor a sale, transfer,           lease or exchange of all or part of the
Corporation’s assets will be           considered a liquidation, dissolution or
winding up of the affairs of the           Corporation for purposes of this Section 4(a).  







	 	
        b.      Adjustments.
The liquidation preference provided for herein with respect           to the Series B
Preferred Stock shall be equitably adjusted to reflect any stock           dividend,
stock distribution, stock split or reverse stock split, combination of           shares,
subdivision of shares or reclassification of shares with respect to the           Series
B Preferred Stock.  







        5.

       Dividends.
The holders of the Series B Preferred Stock shall not be entitled to receive
dividends per share of Series B Preferred Stock.  














        
6.      Redemption.
The Corporation shall have no rights to redeem Series B           Preferred Stock.  




        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 Battaglia

Leonard Battaglia,
Director