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                                   EXHIBIT 4.3

                                   Schedule A


               AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF
                     SERIES A CONVERTIBLE PREFERRED STOCK OF
                               ERF WIRELESS, INC.


         ERF Wireless, Inc., hereinafter called the "Corporation," a corporation
organized and existing under the laws of the State of Nevada,

         DOES HEREBY CERTIFY:

         That, pursuant to authority conferred upon the Corporation by its
Articles of Incorporation, and pursuant to the provisions of Section 78.1955 of
the Nevada Revised Statutes, the board of directors of the Corporation, by
unanimous consent dated December 6, 2005, adopts the following resolutions
providing for the issuance of a series of 5,000,000 shares of Series A
Convertible Preferred Stock, $0.001 par value ("Series A Preferred Stock"),
which resolution is as follows:

         RESOLVED, that pursuant to the authority conferred upon the Corporation
by its Articles of Incorporation, the Series A Preferred Stock is hereby
authorized and created, said series to consist of up to 5,000,000 shares;

         FURTHER RESOLVED, that the voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations or restrictions of such Series A Preferred Stock shall be as
follows:

SECTION 1. DIVIDENDS
--------------------

         a. RATABLE DIVIDENDS. The holders of Series A Preferred Stock shall be
entitled to receive, out of funds legally available therefor, dividends at the
same rate as are paid with respect to the outstanding shares of the
Corporation's common stock ("Common Stock") (treating each share of Series A
Preferred Stock as being equal to the number of shares of Common Stock into
which each such share of Series A Preferred Stock could be converted pursuant to
the provisions of Section 2 hereof, such number to be determined as of the
record date for the determination of holders of Common Stock entitled to receive
such dividend).

         b. PARTICIPATING DIVIDENDS. No dividends shall be declared and set
aside for or paid upon any shares of Common Stock unless the Board of Directors
of the Corporation shall contemporaneously declare and pay a dividend upon the
then outstanding shares of Series A Preferred in the same amount per share of
Series A Preferred as would be declared payable on the maximum number of shares
of Common Stock into which each share of Series A Preferred could then be
converted pursuant to the provisions of Section 2 hereof, such number to be
determined as of the record date for the determination of holders of Common
Stock entitled to receive such dividends.


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SECTION 2. CONVERSION
---------------------

     a. OPTIONAL CONVERSION. Each holder of shares of Series A Preferred Stock
may, at his option, convert any or all such shares (subject to any contractual
limitations), plus all dividends accrued and unpaid on such Series A Preferred
Stock up to the Conversion Date (as defined below), on the terms and conditions
set forth herein, into fully paid and non-assessable shares of the Corporation's
Common Stock. The number of shares of Common Stock into which each share of
Series A Preferred Stock may be converted shall be determined by multiplying the
number of shares of Series A Preferred Stock to be converted by 18.676347 (the
"Conversion Rate").

     b. To exercise his conversion privilege, the holder of any shares of Series
A Preferred Stock shall surrender to the Corporation during regular business
hours at the principal executive offices of the Corporation, or the offices of
the transfer agent for the Series A Preferred Stock or at such other place as
may be designated by the Corporation, the certificate or certificates for the
shares to be converted, duly endorsed for transfer to the Corporation (if
required by it), accompanied by written notice stating that the holder
irrevocably elects to convert such shares. Conversion shall be deemed to have
been effected on the 65th day following the date when such delivery is made
(unless the Corporation waives, in its sole discretion, the written notice
requirement and allows the immediate exercise of the right to convert), and such
date is referred to herein as the "Conversion Date." Within seventy (70) days
the Corporation shall issue and send (with receipt to be acknowledged) to the
holder thereof or the holder's designee, at the address designated by such
holder, a certificate or certificates for the number of full shares of Common
Stock to which the holder is entitled as a result of such conversion, and cash
with respect to any fractional interest of a share of Common Stock as provided
in paragraph 2.c. The holder shall be deemed to have become a stockholder of
record of the number of shares of Common Stock into which the shares of Series A
Preferred Stock have been converted on the applicable Conversion Date unless the
transfer books of the Corporation are closed on that date, in which event he
shall be deemed to have become a stockholder of record of such shares on the
next succeeding date on which the transfer books are open, but the Conversion
Rate shall be that in effect on the Conversion Date. Upon conversion of only a
portion of the number of shares of Series A Preferred Stock represented by a
certificate or certificates surrendered for conversion, the Corporation shall
within seventy (70) days after the date on which such delivery is made, issue
and send (with receipt to be acknowledged) to the holder thereof or the holder's
designee, at the address designated by such holder, a new certificate covering
the number of shares of Series A Preferred Stock representing the unconverted
portion of the certificate or certificates so surrendered.

     c. No fractional shares of Common Stock or scrip shall be issued upon
conversion of shares of Series A Preferred Stock. If more than one share of
Series A Preferred Stock shall be surrendered for conversion at any one time by
the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series A Preferred Stock so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of any
shares of Series A Preferred Stock, the Corporation shall make an adjustment in
respect of such fractional interest equal to the fair market value of such


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fractional interest, to the nearest 1/100th of a share of Common Stock, in
cash at the Current Market Price (as defined below) on the business day
preceding the effective date of the conversion. The "Current Market Price" of
publicly traded shares of Common Stock or any other class of Common Stock or
other security of the Corporation or any other issuer for any day shall be
deemed to be the average of the daily "Closing Prices" for the 10 consecutive
trading days preceding the Conversion Date. The "Current Market Price" of the
Common Stock or any other class of capital stock or securities of the
Corporation or any other issuer which is not publicly traded shall mean the fair
value thereof as determined by an independent investment banking or appraisal
firm experienced in the valuation of such securities or properties selected in
good faith by the Board of Directors of the Corporation or a committee thereof
or, if no such investment banking or appraisal firm is, in the good faith
judgment of the Board of Directors of the Corporation or such committee,
available to make such determination, as determined in good faith judgment of
the Board of Directors of the Corporation or such committee. The "Closing Price"
shall mean the last reported sales price on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on Nasdaq,
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange or quoted on Nasdaq, the average of the closing bid and
asked prices in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Corporation for that
purpose.

     d. The Corporation shall pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares of Common Stock on
conversion of Series A Preferred Stock pursuant hereto, other than any taxes
payable with respect to income by the holders thereof.

     e. The Corporation shall at all times reserve for issuance and maintain
available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Series A Preferred Stock, the full
number of shares of Common Stock deliverable upon the conversion of all Series A
Preferred Stock from time to time outstanding. The Corporation shall from time
to time (subject to obtaining necessary director and stockholder action), in
accordance with the laws of the State of Nevada, increase the authorized number
of shares of its Common Stock if at any time the authorized number of shares of
its Common Stock remaining unissued shall not be sufficient to permit the
conversion of all of the shares of Series A Preferred Stock at the time
outstanding.

     f. If any shares of Common Stock to be reserved for the purpose of
conversion of shares of Series A Preferred Stock require registration or listing
with, or approval of, any governmental authority, stock exchange or other
regulatory body under any federal or state law or regulation or otherwise,
including registration under the Securities Act of 1933, and appropriate state
securities laws, before such shares may be validly issued or delivered upon
conversion, the Corporation will in good faith and as expeditiously as possible
meet such registration, listing or approval, as the case may be.

     g. All shares of Common Stock which may be issued upon conversion of the
shares of Series A Preferred Stock will upon issuance by the Corporation be
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof.


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     h. The Conversion Rate in effect shall be subject to adjustment from time
to time as follows:

         (1) STOCK SPLITS, DIVIDENDS AND COMBINATIONS. In the event that the
Corporation shall at any time subdivide the outstanding shares of Common Stock,
or shall pay or make a dividend or distribution on any class of capital stock of
the Corporation in Common Stock, the Conversion Rate in effect immediately prior
to such subdivision or the issuance of such dividend shall be proportionately
decreased, and in case the Corporation shall at any time combine the outstanding
shares of Common Stock, the Conversion Rate in effect immediately prior to such
combination shall be proportionately increased, effective at the close of
business on the date of such subdivision, dividend or combination, as the case
maybe.

         (2) NON-CASH DIVIDENDS, STOCK PURCHASE RIGHTS, CAPITAL REORGANIZATION
AND DISSOLUTIONS. In the event:

                  (a) that the Corporation shall take a record of the holders of
its Common Stock for the purpose of entitling them to receive a dividend, or any
other distribution, payable otherwise than in cash; or

                  (b) that the Corporation shall take a record of the holders of
its Common Stock for the purpose of entitling them to subscribe for or purchase
any shares of stock of any class or other securities, or to receive any other
rights; or

                  (c) of any (1) capital reorganization of the Corporation,
reclassification of the capital stock of the Corporation (other than a
subdivision or combination of its outstanding shares of Common Stock),
consolidation or merger of the Corporation with or into another corporation,
unless the shareholders of the Corporation immediately prior to such transaction
own 50% of the entity resulting from the transaction, or (2) conveyance of all
or substantially all of the assets of the Corporation to another corporation
(collectively (c)(1) and (c)(2) are referred to as a "Reorganization"); or

                  (d) of the voluntary or involuntary dissolution, liquidation
or winding up of the Corporation;

then, and in any such case, provision shall be made so that the holders of the
Series A Preferred Stock shall be entitled, upon conversion, to receive the
number and kind of securities of other property of the Corporation, or successor
corporation, to which he would have been entitled to receive had he converted
immediately prior to such event. Furthermore, the Corporation shall cause to be
mailed to the holders of record of the outstanding Series A Preferred Stock, at
least 10 days prior to the date hereinafter specified, a notice stating the date
on which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, share exchange, conveyance, dissolution, liquidation or
winding up is to take place and the date, if any is to be fixed, as of which
holders of Corporation securities of record shall be entitled to exchange their
shares of Corporation securities for securities or other property deliverable
upon such reclassification, reorganization, consolidation, merger, share
exchange, conveyance, dissolution, liquidation or winding up.


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     i. The Corporation will not, by amendment of its Articles of Incorporation
or through any reorganization, transfer of assets, consolidation, merger, share
exchange, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Corporation, but will at all times
in good faith assist in the carrying out of the taking of all such action as may
be necessary or appropriate in order to protect the conversion rights of the
holders of the Series A Preferred Stock against impairment. Without limiting the
generality of the foregoing, the Corporation (a) will not increase the par value
of any shares of stock receivable on the conversion of the Series A Preferred
Stock above the amount payable therefor on such conversion, (b) will take all
such action as may be necessary or appropriate in order that the Corporation may
validly and legally issue fully paid and nonassessable shares of stock on the
conversion of all Series A Preferred Stock from time to time outstanding, or (c)
will not consolidate with or merge into any other person or permit any such
person to consolidate with or merge into the Corporation (if the Corporation is
not the surviving person), unless such other person shall expressly assume in
writing and will be bound by all of the terms of the Series A Preferred stock
set forth herein).

     j. Upon the occurrence of each adjustment or readjustment of the Conversion
Rate pursuant to paragraph 2(h), the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof, and
prepare and furnish to each holder of Series A Preferred Stock a certificate
signed by the president and chief financial officer (or, in the absence of a
person designated as the chief financial officer, by the officer serving in an
equivalent or similar financial capacity) of the Corporation setting forth (i)
such adjustment or readjustment, (ii) the Conversion Rate at the time in effect,
and (iii) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the conversion of such
holder's shares.

     k. In case any shares of Series A Preferred Stock shall be converted
pursuant to paragraph 2(g) hereof, the shares so converted shall be restored to
the status of authorized but unissued shares of preferred stock, without
designation as to class or series, and may thereafter be reissued, but not as
shares of Series A Preferred Stock.

SECTION 3. VOTING RIGHTS.
-------------------------

     a. The holders of shares of Series A Preferred Stock shall have the
following voting rights:

         (1) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 20 votes
on all matters submitted to a vote of the shareholders of the Corporation. In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted


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by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (2) Except as otherwise provided herein, in any other statement of
designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of shareholders of the Corporation.

         (3) Except as set forth in this Designation, or as otherwise provided
by law, holders of Series A Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.

     b. Without limiting the foregoing, the holders of the Series A Preferred
Stock, voting separately as a class, shall be entitled to elect one director at
any meeting of the stockholders of the Corporation at which directors are to be
elected, or held, as the case may be, at any time during the period any such
shares of Series A Preferred Stock remains outstanding. The right of the holders
of the Series A Preferred Stock to elect such additional director shall cease
when all issued and outstanding shares of Preferred Series A Preferred Stock has
been converted or are no longer outstanding. At any time after such voting power
shall have so vested in the holders of the Series A Preferred Stock, upon the
written request of the holders of record of ten percent or more of the shares of
the Series A Preferred Stock then outstanding, addressed to the Secretary of the
Corporation at the principal office of the Corporation, the Secretary shall call
a special meeting of the holders of the Series A Preferred Stock for the
election of the director to be elected by them as hereinafter provided, such
meeting to be held within 30 days after delivery of such request at the place
and upon the notice provided by law and in the Bylaws for the holding of
meetings of stockholders; provided, however, that the Secretary shall not be
required to call such special meeting in the case of any such request received
less than ninety days before the date fixed for the next ensuing annual meeting
of the stockholders. If at any such annual or special meeting or any adjournment
thereof the holders of a least a majority of the shares of the Series A
Preferred Stock then outstanding shall be present or represented by proxy, then
by vote of the holders of at least a majority of the shares of the Series A
Preferred Stock present or so represented at such meeting, the then authorized
number of directors of the Corporation shall be increased by one, and the
holders of the Series A Preferred Stock shall be entitled to elect the
additional director authorized. The director so elected shall serve until the
next annual meeting of stockholders or until his respective successor shall be
elected and qualified; provided, however, that whenever all of the Series A
Preferred Stock shall have been converted or are no longer outstanding, the term
of office of the person elected as a director by the holders of the Series A
Preferred Stock as a class shall forthwith terminate, and the authorized number
of directors shall be reduced accordingly.


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     c. If, at any time during the period in which the holders of the Series A
Preferred Stock shall be entitled to elect one director who has been elected by
the holders of the Series A Preferred Stock shall cease to be a director, by
reason of resignation, death or removal, the Secretary of the Corporation shall
call a special meeting of the holders of the Series A Preferred Stock and such
vacancy shall be filled by a vote of the holders of the Series A Preferred Stock
at such special meeting.

     d. The holders of the Series A Preferred Stock voting as a class will have
the right to remove without cause at any time and replace any director such
holders have elected pursuant to this Section 3.

SECTION 4. LIQUIDATION PREFERENCE.
----------------------------------

     a. A "Liquidation" shall mean (i) a dissolution or winding up, voluntary or
involuntary, of the Corporation or (ii) a Reorganization as defined in paragraph
2(h)(ii)(c).

     b. In the event of any Liquidation, the holders of shares of Series A
Preferred Stock then outstanding shall be entitled to receive out of assets of
the Corporation available for distribution to stockholders, before any
distribution of assets is made to holders of any other class of capital stock of
the Corporation, an amount equal to the purchase price per share, plus
accumulated and unpaid dividends thereon to the date fixed for distribution (the
"Base Liquidation Preference"). Any amount distributed to the holders of Series
A Preferred Stock prior to Liquidation in respect of a Dividend Preference shall
be deducted from the Base Liquidation Preference. If upon any Liquidation, the
amounts payable with respect to the Series A Preferred Stock and any other
shares of stock of the Corporation ranking as to any such distribution on a
parity with the Series A Preferred Stock are not paid in full, the holders of
the Series A Preferred Stock and of such other shares shall share ratably in any
such distribution of assets of the Corporation in proportion to the full
respective preferential amounts to which they are entitled. After the payment of
the Base Liquidation Preference shall have been made in full to the holders of
the Series A Preferred Stock or funds necessary for such payment shall have been
set aside by the Corporation in trust for the account of holders of the Series A
Preferred Stock so as to be available for such payments, the remaining assets of
the Corporation legally available for distribution to its shareholders shall be
distributed among the holders of Common Stock and Series A Preferred Stock,
collectively as one class. Such distribution shall be made to the holders of
Common Stock and Series A Preferred Stock on a PRO RATA basis, based on the
number of shares of Common Stock into which the Series A Preferred Stock are
then convertible and the number of shares of Common Stock held.

     c. In the event of any Liquidation, the Corporation shall promptly engage
competent independent appraisers to determine the value of the assets to be
distributed to the holders of shares of Series A Preferred Stock and the holders
of shares of Common Stock. The Corporation shall, upon receipt of such
appraiser's valuation, give prompt written notice to each holder of shares of
Series A Preferred Stock of the appraiser's valuation.


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SECTION 5. LIMITATIONS.
-----------------------

     a. So long as any shares of Series A Preferred Stock are outstanding, the
Corporation shall not, without the affirmative vote or the written consent of
the holders of at least 75% of the outstanding shares of Series A Preferred
Stock, voting separately as a class:

        (1) create, authorize or issue shares of any class or series of stock,
or any security convertible into such class or series ranking prior to or on
parity with the Series A Preferred Stock either as to payment of dividends or as
distributions in the event of a liquidation, dissolution or winding up of the
Corporation;

         (2) amend, alter or repeal any provision of the Articles of
Incorporation; or

         (3) effect a Liquidation;

     b. The provisions of this paragraph 5 shall not in any way limit the right
and power of the Corporation to:

         (1) Increase the total number of authorized shares of Common Stock; or

         (2) Issue bonds, notes, mortgages, debentures, Series A Preferred Stock
ranking junior to the terms of the Series A Preferred Stock and other
obligations, and to incur indebtedness to banks and to other lenders.

SECTION 6. NOTICE.
------------------

All notices required to be delivered hereunder to the holders of the Series A
Preferred Stock shall be sent by facsimile transmission, prepaid overnight
courier or first class or registered or certified mail, return receipt
requested, with postage prepaid thereon, to the holder at holder's last address
shown on the records of the Corporation for the Series A Preferred Stock.

SECTION 7. REDEMPTION.  There are no redemption rights.
----------------------


         IN WITNESS WHEREOF, ERF Wireless, Inc., has caused its corporate seal
to be hereunto affixed and this certificate to be signed by R. Greg Smith, its
Chief Executive Officer, on this 6th day of December, 2005

                                                ERF WIRELESS, INC.


                                                BY: ___________________________
                                                      R. GREG SMITH, CEO


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