<PAGE>
CERTIFICATE SHARES
NUMBER SEE REVERSE FOR CERTAIN RESTRICTIONS
2-INFINITY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF Colorado
SERIES A CONVERTIBLE PREFERRED STOCK
The Corporation is authorized to issue 300,000,000 shares of Common
Stock, no par value per share, and 25,000,000 shares of Preferred
Stock, no par value per share.
THIS CERTIFIES THAT ____________ IS THE OWNER OF _______________
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK,
NO PAR VALUE PER SHARE, OF 2-INFINITY.COM, INC. (THE "CORPORATION").
THIS CERTIFICATE IS 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.
IN WITNESS WHEREOF, THE CORPORATION HAS CAUSED THIS CERTIFICATE TO
BE SIGNED BY ITS DULY AUTHORIZED OFFICERS THIS __________ DAY OF
_____________.
----------------- -------------------
PRESIDENT SECRETARY
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE FORM TO THE CORPORATION, THAT REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
A full statement of the designations, preferences, limitations and
relative rights of the shares of each class of stock of the Company
authorized to be issued, the variations in the relative rights and
preferences of the shares of each series of Preferred Stock of the Company to
the extent they have been fixed and determined, and the authority of the
Board of Directors to fix and determine the relative rights and preferences
of subsequent series of Preferred Stock is set forth in Article V of the
Articles of Incorporation of the Company, as amended, on file in the Office
of the Secretary of State of the State of Colorado. No holder of any stock of
the Company has any preemptive right to acquire unissued or treasury shares
of the Company.
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:
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)
Additional abbreviations may also be used though not in the above list.
For Value Received, the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
____________________________________________________________________ shares
of Series A Convertible Preferred Stock 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
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 WHATEVER.
