FULLCOMM TECHNOLOGIES INC
PREFERRED STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>y62785exv10w1.txt
<DESCRIPTION>PREFERRED STOCK PURCHASE AGREEMENT
<TEXT>
<PAGE>
                                  EXHIBIT 10.1

                       PREFERRED STOCK PURCHASE AGREEMENT

         This PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made as of
the 20th day of June, 2002 by and between Fullcomm Technologies, Inc., a
Delaware corporation with offices at 6 Hawk Road, Lawrenceville, NJ 08648
("Seller"), the buyers listed on Exhibit A attached hereto (collectively, the
"Buyers" and, individually, each a "Buyer"); Kaplan Gottbetter & Levenson, LLP,
630 Third Avenue, New York, NY 10017 (the "Escrow Agent"); and Brendan Elliott
and Wayne Lee, the principal stockholders of Seller with an address c/o Fullcomm
Technologies, Inc., 6 Hawk Road, Lawrenceville, NJ 08648 (each a "Shareholder"
and collectively, the "Shareholders").

         THE PARTIES HEREBY AGREE AS FOLLOWS:

1.                Purchase and Sale of Stock. Subject to the terms and
conditions of this Agreement, and in reliance upon the representations and
warranties and covenants contained herein, Buyers hereby agree to purchase from
Seller and Seller agrees to sell to Buyers an aggregate of ten thousand (10,000)
shares of Seller's convertible preferred stock, $.001 par value per share (the
"Shares"), for an aggregate purchase price of Two Hundred Thousand Dollars
($200,000) (the "Purchase Price").

2.                Representations and Warranties of Seller and the Shareholders.
Seller and each of the Shareholders, jointly and severally as to Seller and as
to each Shareholder, hereby represent and warrant to Buyer that:

                  (a) Seller has authorized capital stock consisting of
20,000,000 shares of common stock, $0.0001 par value per share (the "Common
Stock") and 5,000,000 shares of preferred stock, $.001 per value per share (the
"Preferred Stock"), of which 8,583,189 shares of Common Stock and no shares of
Preferred Stock are presently issued and outstanding. An additional 11,150,000
Shares of Common Stock are to be issued simultaneously herewith.

                  (b) Seller has outstanding (i) 99,933 common stock purchase
warrants, each to purchase one share of Common Stock and with an exercise price
of $2.75 per share; and (ii) an obligation to issue an additional 30,000 shares
of Common Stock. Attached hereto as Exhibit 2(b) is a list identifying the
holders of the outstanding warrants. Seller has no other outstanding securities
that are or can be convertible, exercisable or exchangeable into additional
shares of its capital stock.

                  (c) The Shares shall have the rights, preferences, privileges
and restrictions set forth in Seller's Certificate of Designations, Preferences
and Rights (the "Certificate of Designations"), in the form of Exhibit 2(c)
hereof, to be filed with the Delaware Secretary of State as soon as practicable
following Seller's receipt of the Purchase Price.


                                       11
<PAGE>
                  (d) The Shares shall be convertible into Seller's Common Stock
on the basis of 120 shares of Common Stock for every one (1) share of Preferred
Stock converted, or an aggregate of 1,200,000 shares of Common Stock (the
"Conversion Shares"). No downward adjustment shall be made with respect to the
conversion rate and the number of shares of Common Stock issuable upon
conversion in connection with the reverse stock split intended to be effected by
Seller as soon as practicable following the closing of this Agreement.

                  (e) The Shares, when issued, will be free and clear of all
liens, claims, encumbrances, and charges.

                  (f) Seller has the legal right to enter into and to consummate
the transactions contemplated hereby and otherwise to carry out its obligations
hereunder.

                  (g) The Shares are being sold to Buyer in reliance on Section
4(2) of the Securities Act of 1933, as amended.

                  (h) The Shares, when issued, will contain restrictive legends
and will be subject to restrictions on transfer.

                  (i) Those creditors listed in Exhibit 2(j) attached hereto are
the only individuals or entities with any claims against the Seller, except for
(i) a liability of Seller to Jenadosa Holdings pursuant to an August 16, 2000
10.5% promissory note in the principal amount of $200,000; and (ii) a liability
of Seller's wholly owned subsidiary Fullcomm, Inc. to Intrinsix Corporation
which shall remain a liability of Fullcomm, Inc.

                  (j) Each of the creditors described in Exhibit 2(j) have
agreed to accept as full and complete satisfaction of the debts owed to them by
the Seller (and as listed on Column A of Exhibit 2(j)), the amount described in
Column B of Exhibit 2(j).

                  (k) Seller is current with its obligation to file reports with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934.

                  (l) Seller's Registration Statement on Form 10 was cleared by
the Securities and Exchange Commission without further comment on February 19,
2001.

                  (m) This Agreement constitutes a valid and legally binding
obligation of Seller and neither the execution of this Agreement, nor the
consummation of the transactions contemplated hereby, will constitute a
violation of or default under, or conflict with, any judgment, decree, statute
or regulation of any governmental authority applicable to Seller or any
contract, commitment, agreement or restriction of any kind to which Seller is a
party or by which its assets are bound. The execution and delivery of this
Agreement does not, and the consummation of the transactions described herein
will not, violate applicable law, or any mortgage, lien, agreement, indenture,
lease or understanding (whether oral or written) of any kind outstanding
relative to Seller.


                                       12
<PAGE>
3.                Representations and Warranties of Buyers. Each of Buyers
hereby represents and warrants to Seller that:

                  (a) Buyer has the requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby and
otherwise to carry out its obligations hereunder.

                  (b) The Shares are being acquired by Buyer solely for
investment for Buyer's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof; and Buyer will not sell
or transfer such Shares (including the Conversion Shares) unless covered by a
registration statement or an exemption therefrom.

                  (c) Buyer represents and warrants that Buyer is an investor
experienced in the evaluation of businesses similar to the Company, has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of this investment, and has had access to all
information respecting the Company that Buyer has requested.

4. Payment of Purchase Price; and Delivery of Shares. As soon as practicable
following the execution of this Agreement, payment of the Purchase Price shall
be made to Escrow Agent for the benefit of the Seller and the creditors listed
in Exhibit 2(j). As soon as practicable following the filing of the Certificate
of Designations, certificates representing the Shares shall be delivered to the
Buyers.

5.                Actions to be Taken Following Execution of This Agreement and
Payment of the Purchase Price. As soon as practicable following the execution of
this Agreement and the payment of the Purchase Price, the following actions
shall be taken:

                  (a) Payment of creditors listed in Exhibit 2(j) by the Escrow
Agent;

                  (b)      Payment of the Purchase Price balance to Seller;

                  (c)      Filing of Certificate of Designations;

                  (d) Obtain resignations of such officers and directors of
Seller as designated by Buyers; provided, however, existing management of the
Subsidiary will continue to operate and manage the Subsidiary;

                  (e) Filing of Information Statement by Seller to (i) increase
authorized capitalization; (ii) effect a reverse stock split; and (iii) change
Seller's name;

                  (f) Letter Agreement signed by each of the Shareholders
agreeing to vote their shares in favor of Buyers' designees to the Board of
Directors and in favor of the reverse stock split;


                                       13
<PAGE>
                  (g) Delivery of such copies of Seller's books and records as
indicated by Buyer; and

                  (h) Receipt of copies of releases (in a form reasonably
acceptable to Buyers) signed by each of the Seller's creditors set forth in
Exhibit 2(j) attached hereto.

6.                Finder's Fee. The parties acknowledge that no person is
entitled to received a finder's fee in connection with this Agreement.

7. Terms of Escrow. As soon as practicable following execution of this Agreement
and receipt of the Purchase Price, the Escrow Agent will release the Purchase
Price from escrow and deliver the proceeds to Seller's creditors (the
"Creditors") listed in Exhibit 2(j) attached hereto and the Seller.

8.                Duties and Obligations of the Escrow Agent.

                  (a) The parties hereto agree that the duties and obligations
of the Escrow Agent are only such as are herein specifically provided and no
other. The Escrow Agent's duty is to manage the distribution of the Purchase
Price to the Creditors and Seller in accordance with the terms of this Agreement
only, and the Escrow Agent shall incur no liability whatsoever, except as a
direct result of its willful misconduct or gross negligence.

                  (b) The Escrow Agent may consult with counsel of its choice,
and shall not be liable for any action taken, suffered or omitted by it in
accordance with the advice of such counsel.

                  (c) The Escrow Agent shall not be bound in any way by the
terms of any other agreement to which the Seller and Buyers are parties, whether
or not it has knowledge thereof, and the Escrow Agent shall not in any way be
required to determine whether or not any other agreement has been complied with
by Seller and Buyers, or any other party thereto. The Escrow Agent shall not be
bound by any modification, amendment, termination, cancellation, rescission or
supersession of this Agreement unless the same shall be in writing and signed
jointly by Seller and Buyers, and agreed to in writing by the Escrow Agent.

                  (d) If the Escrow Agent shall be uncertain as to its duties or
rights hereunder or shall receive instructions, claims or demands which, in its
opinion, are in conflict with any of the provisions of this Agreement, it shall
be entitled to refrain from taking any action, other than to keep safely all
property held in escrow or to take certain action, until it shall be directed
otherwise in writing by Seller and Buyers or by a final judgment of a court of
competent jurisdiction.

                  (e) The Escrow Agent shall be fully protected in relying upon
any written notice, demand, certificate or document which it, in good faith,
believes to be genuine. The Escrow Agent shall not be responsible for the
sufficiency or accuracy of the form, execution, validity or genuineness of
documents or securities now or hereafter deposited hereunder, or of

                                       14
<PAGE>
any endorsement thereon, or for any lack of endorsement thereon, or for any
description therein; nor shall the Escrow Agent be responsible or liable in any
respect on account of the identity, authority or rights of the persons executing
or delivering or purporting to execute or deliver any such document, security or
endorsement.

                  (f) The Escrow Agent shall not be required to institute legal
proceedings of any kind and shall not be required to defend any legal
proceedings which may be instituted against it or in respect of the distribution
of the Purchase Price.

                  (g) If the Escrow Agent at any time, in its sole discretion,
deems it necessary or advisable to relinquish custody of the Purchase Price, it
may do so by delivering the same to any other escrow agent agreeable to Seller
and Buyers and, if no such escrow agent shall be selected within three days of
the Escrow Agent's notification to Seller and Buyers of its desire to so
relinquish custody of the Purchase Price, then the Escrow Agent may do so by
delivering the Purchase Price to the clerk or other proper officer of a court of
competent jurisdiction as may be permitted by law. The fee of any court officer
shall be borne by Seller and Buyer. Upon such delivery, the Escrow Agent shall
be discharged from any and all responsibility or liability with respect to the
Purchase Price and this Agreement.

                  (h) This Agreement shall not create any fiduciary duty on the
Escrow Agent's part to Seller and Buyers, nor disqualify the Escrow Agent from
representing either party hereto in any dispute with the other, including any
dispute with respect to the Purchase Price.

                  (i) The Escrow Agent represents that it is presently acting as
counsel to Seller. The parties agree that the Escrow Agent's engagement as
provided for herein is not and shall not be objectionable for any reason.

                  (j) Upon the performance of this Agreement, the Escrow Agent
shall be deemed released and discharged of any further obligations hereunder.

9.                Indemnification.

                  (a) Seller hereby agrees to indemnify and hold the Escrow
Agent free and harmless from any and all losses, expenses, liabilities and
damages (including but not limited to reasonable attorney's fees, and amounts
paid in settlement) resulting from claims asserted by Buyer against the Escrow
Agent with respect to the performance of any of the provisions of this
Agreement.

                  (b) Buyer hereby agrees to indemnify and hold the Escrow Agent
free and harmless from and against any and all losses, expenses, liabilities and
damages (including but not limited to reasonable attorney's fees, and amounts
paid in settlement) resulting from claims asserted by Buyer against Escrow Agent
with respect to the performance of any of the provisions of this Agreement.


                                       15
<PAGE>
                  (c) Seller and Buyer hereby agree to, jointly and severally,
indemnify and hold the Escrow Agent harmless from and against any and all
losses, damages, taxes, liabilities and expenses that may be incurred by the
Escrow Agent, arising out of or in connection with its acceptance of appointment
as the Escrow Agent hereunder and/or the performance of its duties pursuant to
this Agreement, including, but not limited to, all legal costs and expenses of
the Escrow Agent incurred defending itself against any claim or liability in
connection with its performance hereunder, provided that the Escrow Agent shall
not be entitled to any indemnity for any losses, damages, taxes, liabilities or
expenses that directly result from its willful misconduct or gross negligence.

                  (d) In the event of any legal action between the parties to
this Agreement to enforce any of its terms, the legal fees of the prevailing
party shall be paid by the party(ies) who did not prevail.

10.               Miscellaneous.

                  (a) Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, successors and assigns of the parties.

                  (b) Governing Law/Venue. This Agreement shall be governed by
and construed under the laws of the State of New York as applied to agreements
entered into and to be performed entirely within New York. Any dispute or
controversy concerning or relating to this Agreement shall be exclusively
resolved in the federal or state courts located in the City, County and State of
New York.

                  (c) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  (d) Titles and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

                  (e) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon (i) personal delivery to the party to be notified; (ii)
being sent by overnight delivery by a nationally recognized overnight courier
upon proof of sending thereof and addressed to the party to be notified at the
address indicated for such party in this Agreement, or at such other address as
such party may designate by written notice to the other parties; (iii) being
sent by telecopier, upon proof of sending thereof.

                  (f) Expenses. Each of the parties shall bear its own costs and
expenses incurred with respect to the negotiation, execution, delivery, and
performance of this Agreement.


                                       16
<PAGE>
                  (g) Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Seller and Buyer.

                  (h) Continuing Obligations; Cooperation. After the Closing,
the Seller shall have a continuing obligation to file certain documents with the
SEC, including annual and quarterly reports (the "SEC Filings"). The parties
hereto (including the Shareholders) agree to cooperate, execute and deliver any
and all documents reasonably deemed necessary to effectuate the intent and the
terms and conditions of this Agreement as well as to coordinate the SEC Filings.
Each party reciprocally agrees to promptly and duly execute and deliver to the
other such further documents and assurances and take such further action as may
from time to time be reasonably requested in order to more effectively carry out
the intent and purpose of this Agreement and to establish and protect the rights
and remedies created or intended to be created in favor of the other party
hereunder.

                            [Signature Page Follows]


                                       17
<PAGE>
         IN WITNESS WHEREOF, the undersigned have executed, or caused to be
executed on their behalf by an agent thereunto duly authorized, this Agreement
as of the date first above written.

                                              SELLER:

                                              FULLCOMM TECHNOLOGIES, INC.

                                              By:  /s/Brendan Elliott
                                                   -----------------------------
                                                   Name:     Brendan Elliott
                                                   Title:    President

                                              ESCROW AGENT:

                                              KAPLAN GOTTBETTER & LEVENSON, LLP

                                              By:  /s/Adam S. Gottbetter
                                                   -----------------------------
                                                   Name:     Adam S. Gottbetter
                                                   Title:    Managing Partner

                                              SHAREHOLDERS:

                                              /s/Brendan Elliott
                                              ----------------------------------
                                              Brendan Elliott

                                              /s/Wayne Lee
                                              ----------------------------------
                                              Wayne Lee

                                              BUYERS:

                                              VIKING INVESTMENT GROUP II, INC.

                                              By:  /s/Ian Markofsky
                                                   -----------------------------
                                                   Name:     Ian Markofsky
                                                   Title:    President

                                       18
<PAGE>
                                             PARENTEAU CORPORATION

                                             By:  /s/Francois Parenteau
                                                  ------------------------------
                                                  Name:     Francois Parenteau
                                                  Title:    CEO

                                             FIRST MARKETING ESTABLISHMENT

                                             By:  /s/Adrien Ellul
                                                  ------------------------------
                                                  Name:     Adrien Ellul
                                                  Title:    President

                                             UG OVERSEAS LTD.

                                             By:  /s/Albert Muscat
                                                  ------------------------------
                                                  Name:     Albert Muscat
                                                  Title:    Managing Director

                                             SHANGRI-LA INVESTMENTS INC.

                                             By:  /s/Michael C. E. Turner
                                                  ------------------------------
                                                  Name:     Michael C. E. Turner
                                                  Title:    Director

                                             MING CAPITAL ENTERPRISES LTD.

                                             By:  /s/Alisa Richardson
                                                  ------------------------------
                                                  Name:     Alisa Richardson
                                                  Title:    Director

                                             KGL INVESTMENTS LTD.

                                             By:  /s/Adam S. Gottbetter
                                                  ------------------------------
                                                  Name:     Adam S. Gottbetter
                                                  Title:    President




                                       19
<PAGE>
                                    EXHIBIT A

                                 LIST OF BUYERS


<TABLE>
<CAPTION>
                                             NUMBER OF PREFERRED
     NAME OF BUYER                             SHARES TO BE             PURCHASE PRICE
                                                PURCHASED
--------------------------------------------------------------------------------------
<S>                                          <C>                        <C>
Viking Investment Group II, Inc.
630 Third Avenue Floor 5                            1,671                   $33,420
New York, NY 10017

Parenteau Corporation
4446 St. Laurent Blvd. Suite 801
Montreal, PQ Canada H2W 1Z5                         1,674                   $33,480
Attn:  Parenteau, Francois

First Marketing Establishment
19a Million City
28 Elgin Street                                     1,674                   $33,480
Central, Hong Kong
China

UG Overseas Ltd.
1 Princess Court
St. John of the Cross Street                        1,661                   $33,220
Ta' Xbiex MSD 14
Malta

Shangri-La Investments Inc.
Oakbridge House
6 West Hill Street
P.O. Box N 8195                                     1,641                   $32,820
Nassau, Bahamas
Attn:  Turner, Michael C.E.

Ming Capital Enterprises Ltd.
Shirley House
50 Shirley Street                                   1,641                   $32,820
P.O. Box N7755
Nassau, Bahamas

KGL Investments Ltd.
630 Third Avenue, 5th Floor                            38                      $760
New York, NY 10017
                                                   ------                  --------
                 TOTAL                             10,000                  $200,000
======================================================================================
</TABLE>

                                       20
<PAGE>
                                  EXHIBIT 2(b)




                                    WARRANTS
<TABLE>
<S>                                                  <C>
Grace Securities, Inc.                               58,333 warrants
R. K. Grace and Company                              19,340 warrants
Patrick D. O'Meara                                   11,760 warrants
Ricardo Cabezas                                      10,000 warrants
Kevin C. Levern                                         500 warrants
</TABLE>







                                       21
<PAGE>
                                  EXHIBIT 2(c)

                          CERTIFICATE OF DESIGNATIONS,
                             PREFERENCES AND RIGHTS
                                       OF
                            SERIES A PREFERRED STOCK
                                       OF
                           FULLCOMM TECHNOLOGIES, INC.

         Fullcomm Technologies, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies that the
following resolutions were adopted by the Board of Directors of the Corporation
pursuant to the authority of the Board of Directors as required by Section 151
of the Delaware General Corporation Law.

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (the "Board of Directors" or the "Board")
in accordance with the provisions of its Certificate of Incorporation and
Bylaws, each as amended through the date hereof, the Board of Directors hereby
authorizes a series of the Corporation's previously authorized Preferred Stock,
par value $0.001 per share (the "Preferred Stock"), and hereby states the
designation and number of shares, and fixes the relative rights, preferences,
privileges, powers and restrictions thereof as follows:

                           I. DESIGNATION AND AMOUNT.

         The designation of this series, which consists of ten thousand (10,000)
shares of Preferred Stock, is the Series A Preferred Stock and the stated value
shall be Twenty Dollars ($20) per share (the "Series A Preferred Stock").

                         II. VOTING AND DIVIDEND RIGHTS.

         The shares of Series A Preferred Stock contain no voting or dividend
rights. Holders of Series A Preferred Stock will not be entitled to vote on any
matter, question or proposition that may properly come before stockholders of
this Corporation at a meeting of stockholders of this Corporation at which
holder of common stock are entitled to vote or with respect to any other
circumstances in which a stockholder of common stock is entitled to vote or
consent. Holder of Series A Preferred Stock shall not be entitled to receive
dividends declared with respect to the common stock or any other class of stock
of the Corporation.




                                       22
<PAGE>
                            III. LIQUIDATION RIGHTS.

         The Series A Preferred Stock shall, as to the distribution of assets
upon liquidation, dissolution or winding up of the Corporation, rank (i) prior
to the Corporation's Common Stock; (ii) prior to any class or series of capital
stock of the Corporation hereafter created that, by its terms, ranks junior to
the Series A Preferred Stock ("Junior Securities"); (iii) junior to any class or
series of capital stock of the Corporation hereafter created (with the consent
of the Holders of a majority of the outstanding Series A Preferred Stock) which
by its terms ranks senior to the Series A Preferred Stock ("Senior Securities");
and (iv) pari passu with any other series of preferred stock of the Corporation
hereafter created (with the consent of the Holders of a majority of the
outstanding Series A Preferred Stock) which by its terms ranks on a parity
("Pari Passu Securities") with the Series A Preferred Stock.

         If the Corporation shall commence a voluntary case under the U.S.
Federal bankruptcy laws or any other applicable bankruptcy, insolvency or
similar law, or consent to the entry of an order for relief in an involuntary
case under any law or to the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Corporation
or of any substantial part of its property, or make an assignment for the
benefit of its creditors, or admit in writing its inability to pay its debts
generally as they become due, or if a decree or order for relief in respect of
the Corporation shall be entered by a court having jurisdiction in the premises
in an involuntary case under the U.S. Federal bankruptcy laws or any other
applicable bankruptcy, insolvency or similar law resulting in the appointment of
a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Corporation or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and any such decree or
order shall be unstayed and in effect for a period of 60 consecutive days and,
on account of any such event, the Corporation shall liquidate, dissolve or wind
up, or if the Corporation shall otherwise liquidate, dissolve or wind up (a
"Liquidation Event"), no distribution shall be made to the holders of any shares
of capital stock of the Corporation (other than Senior Securities and Pari Passu
Securities) upon liquidation, dissolution or winding up unless, prior thereto,
the Holders of shares of Series A Preferred Stock shall have received the
Liquidation Preference (as defined below) with respect to each share. If, upon
the occurrence of a Liquidation Event, the assets and funds available for
distribution among the Holders of the Series A Preferred Stock and Holders of
Pari Passu Securities shall be insufficient to permit the payment to such
holders of the preferential amounts payable thereon, then the entire assets and
funds of the Corporation legally available for distribution to the Series A
Preferred Stock and the Pari Passu Securities shall be distributed ratably among
such shares in proportion to the ratio that the Liquidation Preference payable
on each such share bears to the aggregate Liquidation Preference payable on all
such shares. The purchase or redemption by the Corporation of stock of any
class, in any manner permitted by law, shall not, for the purposes hereof, be
regarded as a liquidation, dissolution or winding up of the Corporation. The
"Liquidation Preference" with respect to a share of Series A Preferred Stock
means an amount equal to the stated value thereof. The Liquidation Preference
with respect to any Pari Passu Securities shall be as set forth in the
Certificate of Designation filed in respect thereof.

                                       23
<PAGE>
                             IV. CONVERSION RIGHTS.

         The outstanding shares of Series A Preferred Stock shall be
convertible, in whole and not in part, into shares of restricted common stock of
the Corporation, at the rate of 120 shares of common stock for each share of
Series A Preferred Stock or an aggregate of 1,200,000 shares of common stock, at
any time after the Corporation's Certificate of Incorporation has been amended
to increase the Corporation's authorized common stock to a sufficient number of
shares to provide for the shares to be issued upon conversion. No downward
adjustment shall be made with respect to the conversion rate and number of
shares of the Corporation's common stock issuable upon conversion in the event
of a reverse split of the Corporation's common stock. The Holder of the Series A
Preferred Stock shall effect conversions by surrendering to the Corporation the
shares of Series A Preferred Stock together with a conversion notice in the form
attached hereto as Exhibit A.

                                V. MISCELLANEOUS.

         (a) If the shares of Series A Preferred Stock are converted pursuant to
Article IV, the shares so converted shall be canceled, shall return to the
status of authorized, but unissued preferred stock of no designated series, and
shall not be issuable by the Corporation as Series A Preferred Stock.

         (b) Upon receipt by the Corporation of evidence of the loss, theft,
destruction or mutilation of the Series A Preferred Stock certificate, the
Corporation shall execute and deliver a new Series A Preferred Stock certificate
to the holder thereof, of like tenor and date. However, the Corporation shall
not be obligated to reissue such lost or stolen Preferred Stock certificate if
the holder contemporaneously requests the Corporation to convert such Series A
Preferred Stock.

         (c) Upon submission of a Notice of Conversion by the holder of the
Series A Preferred Stock, (i) the shares covered thereby shall be deemed
converted into shares of the Corporation's common stock and (ii) the holder's
rights as a holder of such converted shares of Series A Preferred Stock shall
cease and terminate, excepting only the right to receive certificates for such
shares.

         IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Corporation this 16th day of July, 2002.

                                       FULLCOMM TECHNOLOGIES, INC.


                                       By:  /s/Brendan G. Elliott
                                            -------------------------
                                            Brendan G. Elliott
                                            President

                                       24
<PAGE>
                                  EXHIBIT 2(j)

                                List of Creditors


<TABLE>
<CAPTION>
                                                              AMOUNT                  SETTLEMENT
                   NAME OF CREDITOR                             DUE                     AMOUNT

<S>                                                    <C>                         <C>
1.      Accelerated Technology, Inc.                   $    7,756.75               $    1,200.00

2.      Algen                                              19,356.00                    8,000.00

3.      American Express                                   19,644.44                    7,575.55

4.      Arrow Electronics, Inc.                               224.64                      224.64

5.      Baker Botts LLP                                        87.75                       87.75

7.      Brobeck, Phleger, & Harrison LLP                    4,085.00                    1,100.00

8.      Bruce L. Plotkin, P.C.                                860.01                      860.01

9.      Buchanan Ingersoll                                 64,983.34                   11,697.00

10.     Columbia Financial Printing Corp.                      10.00                       10.00

11.     Continental Stock Transfer & Trust                  3,488.12                    2,320.39

12.     Eclipse Internet Access                               455.00                      455.00

13.     Kaplan Gottbetter & Levenson, LLP                  54,252.37                   50,000.00

14.     Kenyon and Kenyon                                      67.00                       67.00

15.     Masto Public Relations                              1,875.00                      500.00

16.     MCI Worldcom                                          239.41                      239.41

17.     Metric Equipment Sales                             20,226.33                   13,000.00

18.     National Media Technologies                         5,424.00                    2,712.00

19.     R.R. Donnelley                                     13,911.44                    1,186.19

20.     Straube Regional Center, L.L.C.                     4,864.46                      300.00

21.     Thomas P. Monahan, CPA                             15,000.00                   10,000.00

22.     Verizon                                               429.95                      429.95

23.     Gregory Grabow                                     49,985.88                    5,033.68

24.     Patrick Leach                                      69,424.84                    8,916.56

25.     Wayne Lee                                          83,309.81                    5,033.68

26.     Brendan Elliott                                    83,309.81                   19,051.19
                                                        ------------                ------------
TOTAL                                                    $523,271.35                 $150,000.00
</TABLE>






                                       25

</TEXT>
</DOCUMENT>
