STATEMENT OF RIGHTS AND PREFERENCES
OF
SERIES B PREFERRED STOCK
OF
PRECOM TECHNOLOGY, INC.


PRECOM TECHNOLOGY, INC., a Florida corporation (the "Corporation"),
certifies that
pursuant to the authority contained in its Certificate of Incorporation
(the "Certificate of
Incorporation") and in accordance with the provisions of Florida
Business Corporation Act, the
Board of Directors of the Corporation (the "Board of Directors") by
written consent dated as of
June 30, 2002, duly adopted the following recitals and resolutions,
which resolutions remain in
full force and effect on the date hereof.

WHEREAS, the Certificate of Incorporation has authorized the issuance
of 10,000,000 shares of
Preferred Stock having a no par value (the "Preferred Stock");

WHEREAS, the Certificate of Incorporation has vested the Board of
Directors with authority to
provide for the issuance of the Preferred Stock in such series, with
such voting rights and such
designations, preferences, qualifications, privileges, limitations,
options, conversion rights and
other special rights as shall be stated in the resolutions providing
for the issuance of such shares;

WHEREAS, the Corporation has entered that certain Subscription
Agreement, dated June 30,
2002 (the "Subscription Agreement"), between the Corporation and
Concilium Prospect Capital
Partners, L.P. (the "Fund") pursuant to which the Corporation is to
issue 5,000,000 shares of
preferred stock to the Fund in exchange for an interest in the Fund
equal to $10 million; and

WHEREAS, the Board of Directors desires to establish and designate a
series of the Preferred
Stock and to fix the voting rights and preferences, qualifications,
privileges, limitations, options,
conversion rights and other special rights of such series pursuant to
the Subscription Agreement.

NOW, THEREFORE, be it,

RESOLVED, that the Board of Directors hereby establishes a series of
the Preferred Stock
consisting of 5,000,000 shares, having no par value, to be designated
the "Series B Preferred
Stock" (the "Series B Preferred Stock"); and

FURTHER RESOLVED, that the Corporation is hereby authorized to issue
such shares of
Series B Preferred Stock from time to time and for the consideration
recited in the Subscription
Agreement and on such terms as the Board of Directors shall determine;
and that, subject to the
limitations provided by law and by the Certificate of Incorporation,
the voting rights,
preferences, qualifications, privileges, limitations, options,
conversion rights and other special
rights of the Series B Preferred Stock shall be as follows:

1. Dividend Rights.  The holders of shares of Series B Preferred Stock
shall be entitled to
receive as dividends per share an amount equal to the dividend, if any,
payable to the common
stock, par value $0.001, of the Corporation (the "Common Stock") on a
per share basis.  No
other dividends shall be payable on or with respect to the Series B
Preferred Stock.

2. Liquidation Preference.  In the event of any voluntary or
involuntary liquidation, dissolution
or winding up of the affairs of the Corporation, the holders of the
shares of Series B Preferred
Stock shall be entitled to be paid out of the assets of the Corporation
available for distribution to
its stockholders, prior and in preference to any distribution of any of
the assets of the
Corporation to the holders of any common stock or any other class or
series of capital stock
ranking junior to the Series B Preferred Stock, but on an equal basis
with any other series of
preferred stock now or hereafter outstanding, a n amount in cash per
outstanding share of the
Series B Preferred Stock equal to $2.00 (the "Series B Liquidation
Preference").  If the assets of
the Corporation are not sufficient to pay in full the Series B
Liquidation Preference payable to
the holders of outstanding shares of Series B Preferred Stock and the
liquidation preference of all
other securities that rank pari passu with the Series B Preferred
Stock, then the holders of all
such shares shall share ratably in such distribution of assets in
proportion to the amount which
would be payable on such distribution if the Series B Liquidation
Preference to which the
holders of outstanding shares of Series B Preferred Stock and the
liquidation preferences to
which the holders of other securities that rank pari passu with the
Series B Preferred Stock are
entitled were paid in full.  Upon any such liquidation, dissolution or
winding up of the
Corporation, after the holders of Series B Preferred Stock shall have
been paid in full their Series
B Liquidation Preference, the holders of shares of Series B Preferred
Stock shall not be entitled
to share in any further distribution of assets.  For the purposes of
this Section 2, the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other
consideration) of all or substantially all of the property, assets or
outstanding equity securities of
the Corporation or the merger or consolidation of the Corporation with
one or more corporations
shall be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, of the
Corporation. Written notice of any voluntary or involuntary
liquidation, dissolution or winding
up of the affairs of the Corporation, stating the payment date and the
place where the
distributable amount shall be payable, shall be given by mail, postage
prepaid, not less than 60
days prior to the payment date stated therein, to the holders of record
of the Series B Preferred
Stock at their respective addresses as the same shall then appear on
the books of the Corporation.

3. Conversion.  The holders of the Series B Preferred Stock shall have
conversion rights as
follows (the "Conversion Rights"):

a. Right to Convert.  The shares of Series B Preferred Stock shall be
convertible, at the
option of the holder thereof, at any time after the date of issuance
thereof into such whole
number of fully paid and non-assessable shares of Common Stock of the
Corporation with a
market value at the time of conversion sufficient to meet the capital
call of the Fund, as defined
and set forth in the Limited Partnership Agreement of Concilium
Prospect Capital Partners, L.P.,
signed by the Corporation on June 30, 2002 (the "Partnership
Agreement"), up to a maximum
conversion value of $10 million.  The per share value of the Common
Stock of the Corporation
to be issued upon conversion shall be determined by reference to the
average closing price of the
Common Stock on such national market on which the Common Stock is
traded, for the five
trading days prior to the valuation date on which there has been
trading activity, as determined
solely by the Corporation.

b. Mechanics of Conversion.  In order to convert shares of Series B
Preferred Stock into
shares of Common Stock, each holder shall surrender the certificate or
certificates for the Series
B Preferred Stock, duly endorsed, at the office of the Corporation and
shall give written notice to
the Corporation of the election to convert the same, and shall comply
fully with the terms of the
Partnership Agreement.  The Corporation shall, as soon as practicable
thereafter, issue and
deliver at such office to such holder of Series B Preferred Stock a
certificate or certificates for
the number of shares of Common Stock to which such holder shall be
entitled as aforesaid at that
time. Such conversion shall be deemed to have been made immediately
prior to the close of
business on the date of such surrender of the shares of Series B
Preferred Stock to be converted.

c. Reservation of Stock Issuable Upon Conversion.  The Corporation
shall at all times
reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for
the purpose of effecting the conversion of the shares of Series B
Preferred Stock, such number of
its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all
outstanding shares of Series B Preferred Stock.

d. Notices.  Any notice required by the provisions of this Section 3 to
be given to the
holders of shares of Series B Preferred Stock, shall be deemed given if
deposited in the United
States mail, postage prepaid, or delivered to an express courier, and
addressed to each holder of
record at the holder's address appearing on the books of the
Corporation.

4. Voting Rights. The holders of shares of Series B Preferred Stock
shall have no voting rights
whatsoever.

5. Status of Converted Stock.  In the event any shares of Series B
Preferred Stock shall be
converted pursuant to the terms hereof, the shares so converted,
redeemed or repurchased shall
be cancelled and shall revert to the category of authorized but
unissued shares of Preferred Stock
by the Corporation

6.  Registration Rights.  The Corporation shall include the Series B
Preferred Stock, and the
Common Stock into which the Series B Preferred Stock is convertible,
in the next available
registration statement first filed with the SEC after the date of
issuance of the Series B Preferred
Stock.
IN WITNESS WHEREOF, Precom Technology, Inc. has caused this Statement
to be signed by
its President as of the 30th day of June, 2002.

PRECOM TECHNOLOGY, INC.




By: ___/s/ Robert J. Hipple_________________________________
       Robert J. Hipple, President
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