ETRAVNET COM INC
SB-2/A, EX-3.3, 2001-01-03
TRANSPORTATION SERVICES
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NUMBER                                                                    SHARES
ECI

                                ETRAVNET.COM INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK



                                                               SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS
                                                               CUSIP 297868 10 1


THIS IS TO CERTIFY THAT



is the owner of________________________________________________________________

                              CERTIFICATE OF STOCK

            fully paid and non-assessable shares of COMMON STOCK, of
                  the Par Value, of $.001 of ETRAVNET.COM, INC.


    (hereinafter called the "Corporation"), transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney, upon
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
   of the Certificate of Incorporation of the Corporation to all of which the
    holder by acceptance hereof assents. This certificate is not valid unless
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:



SECRETARY                        ETRAVNET.COM, INC.                    PRESIDENT
                                    Corporate
                                      SEAL
                                      1981
                                    NEW YORK


                                             Countersigned and Registered:
                                         AMERICAN STOCK TRANSFER & TRUST COMPANY
                                                      (NEW YORK, N.Y.)
                                               TRANSFER AGENT AND REGISTRAR
                                                    AUTHORIZED SIGNATURE







<PAGE>

                              (Back of Certificate)

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         UNIF GIFT MIN  ACT-_____Custodian______
TEN ENT -- as tenants by the entireties                    (Cust)       (Minor)
JT TEN  -- as joint tenants with right             under Uniform Gifts to Minors
           of survivorship and not as              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 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.


Signatures(s) Guaranteed:


________________________________________________________________________________
The signature(s) must be guaranteed by an eligible guarantor institution (banks,
stockbrokers,  saving and loan Associations and credit unions with membership in
an approved  signature  guarantee  medallion  program),  pursuant to S.E.C. Rule
17A-15



KEEP THIS  CERTIFICATE  IN A SAFE PLACE,  IF IT IS LOST,  STOLEN,  MUTILATED  OR
DESTROYED,  THE  CORPORATION  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


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