TONER SYSTEMS INTERNATIONAL INC
10SB12G, EX-99.3, 2000-06-08
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EXHIBIT 99.3

                          [Front of stock certificate]
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

NUMBER                                                                    SHARES

                      TONER  SYSTEMS  INTERNATIONAL, INC.

50,000,000  AUTHORIZED  SHARES                                  $.001 PAR  VALUE

THIS  CERTIFIES  THAT

is the registered holder of                                            shares of
TONER SYSTEMS INTERNATIONAL, INC. common stock transferable only on the books of
the  Corporation by the holder hereof in person or by 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:

/s/  Gerald  Walton                                           /s/  Laura  Olson
     Secretary                                                     President


                          [Back of stock certificate]

        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, with zip code, of assignee)

---------------------------------------------------------------------     Shares
of the  Capital  Stock  represented  by the  within  Certificate,  and do hereby
irrevocably  constitute and  appoint_______________________to  transfer the said
Stock  on the  books  of  the  within  named  Corporation  with  full  power  of
substitution in the premises.

Dated_____________20___

-----------------------------------------------------------------------
Notice:  The  signature  of 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 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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