BIOQUEST INTERNATIONAL INC
SB-2, EX-10, 2000-09-26
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                                                                     EXHIBIT 3.3











                            FORM OF STOCK CERTIFICATE



















<PAGE>



                                      FRONT
Number: ________                                            Shares: ____________

           Incorporated Under the Laws of the Commonwealth of Virginia

                          BioQuest International, Inc.

                             Total Authorized Issue
                     25,000,000 shares par value $.001 each
                                  Common Stock


         This is to Certify that _______________________________ is the owner of
________________  fully paid and non-assessable  shares of the above Corporation
transferable only on the books of the Corporation by the holder hereof in person
or by duly  authorized  Attorney  upon  surrender of this  Certificate  properly
endorsed.

         Witness,  the seal of the  Corporation  and the  signatures of its duly
authorized officers.

         Dated

         ____________________Secretary    Seal____________________President



                                     REVERSE

         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
TEN ENT           - as tenants by the entireties
JT TEN -as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - .......(Cust)  Custodian  .......(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 POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Shares   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 ____________
In presence of ______________________

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.





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