<PAGE>
Number Shares
__________ __________
CUSIP 90206R 10 3_
2-INFINITY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO See reverse for
certain definitions
THIS CERTIFIES THAT __________________________
IS THE OWNER OF ____________________
FULLY PAID AND NON-ASSESSABLE SHARES, AT NO PAR VALUE, OF COMMON STOCK OF
2-INFINITY.COM, INC.
transferable on the books of the Corporation by the holder hereof 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 subject to all the provisions of the Certificate of Incorporation and
Bylaws of the Corporation, as now or hereafter amended, to all of which the
holder hereof by acceptance hereof assents. This Certificate is not valid
unless countersigned by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers
Dated
PRESIDENT SEAL SECRETARY
<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:
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.
