CAYENTA INC
S-1/A, EX-4.2, 2000-08-08
BUSINESS SERVICES, NEC
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                                                                    EXHIBIT 4.2

Number

Shares

Common Stock

Common Stock

[Cayenta Logo]

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP

This certifies that

is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF

CAYENTA, INC.

transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney on 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 fascimile signatures of
its duly authorized officers.

Dated:

Secretary

[Cayenta corporate seal]

President

COUNTERSIGNED AND REGISTERED: U.S. STOCK TRANSFER CORPORATION
(Glendale, Ca)
TRANSFER AGENT AND REGISTRAR

AUTHORIZED SIGNATURE

JEFFRIES BANKNOTE COMPANY

The Corporation shall furnish without charge to each stockholder who so
requests a statement of the powers, designations and relative, participating,
optional or other special rights of each class of stock of the corporation or
series thereof and the limitations or restrictions of such preferences and/or
rights. Such requests shall be made to the Corporation's Secretary at the
principal office of the Corporation.

The following abbreviations, when used in the inscript 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
TEN ENT - as tenants by their entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common


UNIF GIFT MIN ACT -........... Custodian.............
(Cust)
(Minor)
under Uniform Gifts to Minors Act....................
(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, OF ASSIGNEE)

Shares of the common 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

x
x


NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


Signature(s) Guaranteed

By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATION AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)



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