<PAGE>
Exhibit 4.2
e v o k e (TM)
c o m m u n i c a t i o n s
Number Shares
Evoke Communications, Inc.
EC____________ ________________
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 30048Q 10 3
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THIS IS TO CERTIFY THAT
is the owner of
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fully paid and non-assesable shares, $.0015 par value, of the COMMON STOCK of
=========================Evoke Communications, Inc.=============================
(hereinafter called the "Corporation"), transferable on the books of the
Corporation in person, or by duly authorized attorney, upon surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation and Bylaws of the Corporation and all amendments
thereto (copies of which are on file at the principal office of the
Corporation), to all of which the holder of this certificate by acceptance
hereof assents. This certificate is not valid until countersigned by a Transfer
Agent and registered by a Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
_________________________________________
SECRETARY
_________________________________________
CHIEF EXECUTIVE OFFICER
[Corporate Seal of Evoke Communications, Inc.]
COUNTERSIGNED AND REGISTERED;
NORWEST BANK MINNESOTA, N.A.
BY TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
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[Back Page] The Corporation will furnish without charge to each stockholder who
so requests a statement of the designations, powers, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such requests may be made to the Corporation
of the Transfer Agent.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-_________________Custodian________________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act__________________________
in common (State)
UNIF TRANSF MIN ACT-_________________Custodian________________
(Cust) (Minor)
under Uniform Transfers to Minors
Act__________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received,_________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated________________________________________________
________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER.
Signature Guaranteed:
____________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
