CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
SERIES B PREFERRED STOCK, SERIES C PREFERRED STOCK,
SERIES D PREFERRED STOCK OF
VALCOM, INC. (the "Corporation"), a corporation organized and existing under the Delaware General
Corporation Law (the "Act") of the State of Delaware, does hereby certify:
I. The name of the Corporation is VALCOM, INC.
II. The Corporation's Amended and Restated Certificate of Incorporation filed on March 2, 2002, as amended
(the "Charter"), authorizes the directors to adopt resolutions fixing the voting powers, designations, preferences,
rights and qualifications, limitations or restrictions of any series of preferred stock of the Corporation, par value
$0.001 per share ("Preferred Stock").
III. The Charter, authorizes a class of stock designated as Preferred Stock (the "Preferred Stock"), comprising
10,000,000 shares, par value $0.001 per share, provides that such Preferred Stock may be issued from time to
time in one or more series, and vests authority in the Board, within the limitations and restrictions stated in Article
Fourth of the Charter, to fix or alter the voting powers, designations, preferences and relative participating,
optional or other special rights, rights and terms of redemption, the redemption price or prices and the liquidation
preferences of any series of Preferred Stock within the limitations set forth under Section 151 of the General
Corporation Law of the State of Delaware ("Delaware Law");
IV. The Corporation has previously filed with the Secretary of State of Delaware (i) a Certificate of Designation,
Preferences and Rights of the Series B Preferred Stock (the "Certificate of Designation") pursuant to which
1,000,000 shares of the Preferred Stock were designated as Series B Preferred Stock (the "Series B Preferred
Stock") and (ii) Series C Preferred Stock pursuant to which 5,000,000 shares of the Preferred Stock were
designated as Series C Preferred Stock (the "Series C Preferred Stock"