INDUSTRIES INTERNATIONAL INC
10SB12G, EX-4.1, 2000-12-04
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EXHIBIT 4.1
[Front of Certificate]
Incorporated Under the Laws of the State of Delaware

INDUSTRIES INTERNATIONAL, INCORPORATED
Number                                             Shares
Authorized common stock: 20,000,000 shares
Par Value: $.01

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

Shares of INDUSTRIES INTERNATIONAL, INCORPORATED 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 signature
of its duly authorized officers.
Dated:

/s/ William S. Roberts                         /s/ Dan Shuput
    Secretary                                      President
    Industries International, Incorporated
    Corporate
    Seal
    Delaware

Interwest Transfer Co., Inc., P.O. Box 17136/Salt Lake City, Utah 84117
                                        Countersigned & Registered

[Back of Certificate]
NOTICE:    Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a saving bank),
or a trust company.  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          UNI GIFT MIN ACT . . .Custodian . . .
TEN ENT   as tenants by the entireties               (Cust)       (Minor)
JT TEN    as joint tenants with right of             under Uniform Gifts to
          survivorship and not as                     Minors Act . . . . . .
          tenants 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, of assignee)
_______________________________________________________________________
_______________________________________________________________________
       ______________________________________________________ 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: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 whatever



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