<PAGE>
EXHIBIT 3.2
(IF AN ORIGINAL ISSUE,\PLACE REVENUE STAMPS ON REVERSE SIDE OF THIS STUB.)
<TABLE>
<S> <C>
ISSUED TO_________________________ NUMBER ORIGINAL CERTIFICATE________ RECEIVED CERTIFICATE NO._________
CERTIFICATE NUMBER______ __________________________________ NUMBER ORIGINAL SHARES_____________ FOR________________________SHARES
FOR_______________SHARES FROM WHOM TRANSFERRED_____________ NUMBER OF SHARES TRANSFERRED_______ DATED____________________________
DATED___________________ ________________DATED_____________ RE-ISSUED IN CERTIFICATE NO._______ _________________________________
</TABLE>
--------- --------
NUMBER SHARES
[SEAL]
--------- --------
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
This Certifies that ____________________________________________ is the owner of
________________________________________ fully paid and non-assessable shares of
convertible non-voting preferred shares without par value of OurPet's Company.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized Attorney upon surrender of this Certificate properly
endorsed.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
SEE REVERSE FOR CERTAIN DEFINITIONS
Dated ____________________________
_________________________________ [SEAL] ___________________________________
SECRETARY PRESIDENT
<PAGE>
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>
<S> <C>
TEN COM _ _ as tenants in common UNIF GIFT MIN ACT_ _ ..........Custodian............
TEN ENT _ _ as tenants by the entireties (Cust) (Minor)
under Uniform Gifts to Minors
JT TEN _ _ As joint tenants with right of
survivorship and not as tenants Act ................
in common (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
----------------------------------------
----------------------------------------_______________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
of the Shares represented by the within Certificate and do hereby irrevocably
constitute and appoint
_____________________________________________________Attorney to transfer the
said Shares on the Books of the within named Company with full power of
substitution in the premises
Dated________________19_____________
______________________________________________________
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 WHATEVER.
<PAGE>
The Shares represented by this certificate are not registered under the
Securities Act of 1933, as amended, and such shares may not be sold,
transferred or otherwise disposed of unless there is in effect with respect
thereto a registration statement pursuant to said Act or unless the
registered owner of such shares delivers to the issuer the written opinion
of counsel satisfactory to the issuer that such sale, transfer or other
disposition is exempt from the registration provision of said Act.
The corporation will mail to the shareholder a copy of the express terms,
if any, of the shares represented by this certificate and of the other
class or classes and series of shares, if any, which the corporation is
authorized to issue, without charge within five days after receipt of
written request therefore.
