MILLENNIUM SOFTWARE INC
10SB12G/A, EX-4.0, 2000-09-12
BUSINESS SERVICES, NEC
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                                   EXHIBIT 4.0
                      (in form of certificate, two sided)


                       INCORPORATED UNDER THE LAWS OF THE
                                 STATE OF NEVADA
                       MILLENNIUM SOFTWARE, INC.
       25,000,000 AUTHORIZED SHARES, $.004 PAR VALUE NON-ASSESSABLE

NUMBER _____________                               SHARES ___________

                                                   CUSIP NO. 60036S 10 0

THIS CERTIFIES THAT
IS A RECORD HOLDER OF

Shares of Millennium  Software,  Inc. Common Stock  transferable on the books of
the Corporation in person or by duly authorized  attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.
     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.
Dated

(seal as follows: MILLENNIUM SOFTWARE, INC. CORPORATE SEAL, NEVADA)

/s/Elizabeth J. Bigwood                            /s/Anthony M. Bigwood
    SECRETARY                                         PRESIDENT

Countersigned and Registered
SILVER STATE REGISTRAR AND TRANSFER CORP.
P.O. BOX 17985
SALT LAKE CITY, UT 84117
By: _______________________________
        AUTHORIZED SIGNATURE

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--


<PAGE>


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, _______________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
-----------------------------------

------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)

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________________________________________________________________________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:  SIGNATURE MUST  CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS
CERTIFICATE  IN EVERY  PARTICULAR,  WITHOUT  ALTERNATION  OR  ENLARGEMENT OR ANY
CHANGE  WHATSOEVER,  AND  MUST BE  GUARANTEED  BY A BANK,  BROKER  OR ANY  OTHER
ELIGIBLE GUARANTOR  INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER THE SECURITIES
TRANSFER AGENTS  MEDALLION  PROGRAM (STAMP) UNDER RULES  PROMULGATED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION.


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