Exhibit 3 Specimen Stock Certificate
HEAVENSENT
BEARS, INC
ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA
100,000,000 Common Stock Shares
$.00001 par value
L
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This Certifies that is the registered holder of - shares
transferable only on the books ofthe Corporation by the holder hereof
in person or by Attorney upon surrender of this Certificate properly
endorsed.
This certificate has not been registered under the Securities Act of 1933.
The corporation will not transfer this certificate unless (i) there is an
effective registration covering the shares represented by this certificate
under the Securities Act of 1933 and all applicable state securities laws,
(ii) it first receives a letter of opinion from an attorney, acceptable to the
Board of Directors or its agents, stating that in the opinion of the attorney
the proposed transfer is exempt from registration under the Securities
Act of 1933 and under all applicable state securities laws, (iii) the transfer
is made pursuant to Rule 144 under the Securities Act of 1933.
The shares represented by this Certificate are subject to the terms of a
Shareholders' Restrictive Agreement dated the 26 October 1999, a copy
of which is on file at the principal office of the Corporation and may be
obtained from the Secretary of the Corporation. By the registered holders
acceptance of this Certificate, the registered holder hereby agrees to be
bound by all terms and conditions on the aforementioned Shareholders'
Restrictive Agreement dated the 26 October 1999.
In Witness Whereof, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and its Corporate
Seal
to be hereunto affixed this _ day of 20_, A.D.
President Secretary
