Corporate Stock Certificate

STOCK CERTIFICATE

[FRONT OF CERTIFICATE]

================================================================================

                              CERTIFICATE NO. [NUMBER]
                                 [NUMBER] SHARES

================================================================================

                           [CORPORATION NAME], INC.
                     INCORPORATED UNDER THE LAWS OF [STATE]

--------------------------------------------------------------------------------

                              COMMON STOCK
                         PAR VALUE $[0.0001] PER SHARE
                    AUTHORIZED: [NUMBER] SHARES

--------------------------------------------------------------------------------

THIS CERTIFIES THAT

                          [STOCKHOLDER NAME]

is the registered owner of

              [NUMBER IN WORDS] ([NUMBER]) SHARES

of the Common Stock of [CORPORATION NAME], Inc., 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.

This Certificate and the shares represented hereby are issued and shall be
held subject to all the provisions of the Certificate of Incorporation and
Bylaws of the Corporation, as amended from time to time, and all amendments
thereto, 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: [DATE]


_____________________________              _____________________________
[NAME]                                     [NAME]
Secretary                                  President / Chief Executive Officer


                              [CORPORATE SEAL]


================================================================================

REQUIRED LEGENDS

LEGEND 1: SECURITIES ACT LEGEND (REQUIRED FOR UNREGISTERED SECURITIES)

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE
SECURITIES LAWS. THESE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS,
OR (2) UPON RECEIPT BY THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY
TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

LEGEND 2: TRANSFER RESTRICTION LEGEND (IF APPLICABLE)

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH IN [THE BYLAWS / A STOCKHOLDERS AGREEMENT
/ A STOCK RESTRICTION AGREEMENT] DATED [DATE], A COPY OF WHICH IS ON FILE
AT THE PRINCIPAL OFFICE OF THE CORPORATION. NO TRANSFER OF THESE SHARES MAY
BE MADE EXCEPT IN COMPLIANCE WITH SUCH RESTRICTIONS.

LEGEND 3: RIGHT OF FIRST REFUSAL LEGEND (IF APPLICABLE)

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST
REFUSAL IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEES, AS PROVIDED IN
[THE BYLAWS / A STOCKHOLDERS AGREEMENT / A STOCK RESTRICTION AGREEMENT]
DATED [DATE].

LEGEND 4: VESTING / REPURCHASE LEGEND (FOR RESTRICTED STOCK)

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
REPURCHASE RIGHTS AND RESTRICTIONS ON TRANSFER SET FORTH IN A RESTRICTED
STOCK PURCHASE AGREEMENT DATED [DATE] BETWEEN THE CORPORATION AND THE
REGISTERED HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICE OF THE CORPORATION.

LEGEND 5: 83(b) ELECTION REMINDER (FOR RESTRICTED STOCK)

THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHOULD CONSULT
WITH A TAX ADVISOR REGARDING WHETHER TO FILE AN ELECTION UNDER SECTION
83(b) OF THE INTERNAL REVENUE CODE WITHIN THIRTY (30) DAYS OF THE DATE
OF ISSUANCE.

LEGEND 6: DRAG-ALONG / TAG-ALONG LEGEND (IF APPLICABLE)

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO DRAG-ALONG AND
TAG-ALONG RIGHTS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED [DATE], A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.

LEGEND 7: CALIFORNIA COMMISSIONER OF CORPORATIONS LEGEND (IF APPLICABLE)

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE
OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

[BACK OF CERTIFICATE]

ASSIGNMENT

================================================================================

FOR VALUE RECEIVED, _________________________ hereby sells, assigns, and
transfers 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 Common Stock represented by the within Certificate, and does 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: _________________________


                              _____________________________________________
                              Signature

                              _____________________________________________
                              Signature (if jointly held)


NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

================================================================================

SIGNATURE GUARANTEE

================================================================================

SIGNATURE GUARANTEE

All signatures must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations, and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.

_____________________________________________
(Signature of Guarantor)

_____________________________________________
(Name of Guarantor Institution)

_____________________________________________
(Date)

================================================================================

ALTERNATIVE: UNCERTIFICATED SHARES NOTICE

[// GUIDANCE (Delaware): 8 Del. C. Section 158 permits uncertificated shares. If the corporation uses uncertificated shares, the following notice should be sent to stockholders in lieu of a certificate.]

NOTICE OF ISSUANCE OF UNCERTIFICATED SHARES

[CORPORATION NAME], INC.
[ADDRESS]

Date: [DATE]

To: [STOCKHOLDER NAME]
[STOCKHOLDER ADDRESS]

This notice confirms that you are the registered owner of the following shares of stock of [CORPORATION NAME], Inc. (the "Corporation"):

Par Value: $[AMOUNT] per share

Date of Issuance: [DATE]

Rights and Restrictions:

The shares described above are subject to the provisions of:

1. The Certificate of Incorporation of the Corporation, as amended;
2. The Bylaws of the Corporation, as amended;
3. [Any stockholders agreement, voting agreement, or other agreement]; and
4. All applicable federal and state securities laws.

Transfer Restrictions:

THE SHARES REPRESENTED BY THIS NOTICE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION.

[Additional legends as applicable]

Information Rights:

Pursuant to 8 Del. C. Section 158 (or applicable state law), you have the right to receive, upon written request and without charge, a written statement of the designations, relative rights, preferences, and limitations applicable to each class and any series of the Corporation's stock, and the authority of the Board of Directors to determine variations for future series.

Transfer Procedures:

To transfer these shares, you must:

1. Provide written instructions to the Corporation signed by the registered owner;
2. Comply with all applicable transfer restrictions;
3. Provide such documentation as the Corporation may reasonably require; and
4. Pay any applicable transfer taxes or fees.

Contact Information:

For questions regarding your shares or to request a transfer, please contact:

[CORPORATION NAME], Inc.
Attention: Corporate Secretary
[ADDRESS]
[PHONE]
[EMAIL]

[CORPORATION NAME], INC.

By: ___________________________________
Name: [NAME]
Title: Secretary

BOARD RESOLUTION AUTHORIZING STOCK ISSUANCE

RESOLVED, that the Corporation issue and sell to [STOCKHOLDER NAME] [NUMBER] shares of the Corporation's Common Stock, par value $[AMOUNT] per share, for an aggregate purchase price of $[AMOUNT], payable as follows: [DESCRIBE FORM OF PAYMENT - cash, services, property, etc.].

FURTHER RESOLVED, that the Board of Directors has determined that the consideration to be received for such shares is adequate and that such shares, when issued, shall be fully paid and nonassessable.

FURTHER RESOLVED, that such issuance is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder, and exempt from qualification under applicable state securities laws.

FURTHER RESOLVED, that the officers of the Corporation are authorized to execute and deliver a stock certificate (or notice of uncertificated shares) and such other documents as may be necessary or appropriate to effect the issuance, including a stock purchase agreement and any required legends.

STOCK CERTIFICATE INFORMATION SHEET

Complete this sheet for each stock certificate issued:

[END OF DOCUMENT]