Spongetech Delivery Systems Inc – ‘SB-2’ on 11/1/02 – EX-4

On:  Friday, 11/1/02, at 12:41pm ET   ·   Accession #:  1201251-2-2   ·   File #:  333-100925

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Spongetech Registration Statement                     44    201K 
 3: EX-3        Certificate of Amendment                               1      7K 
 4: EX-3        Spongetech Bylaws                                     12±    45K 
 2: EX-3.(I)    Certificate of Incorporation                           7±    27K 
 5: EX-4        Common Stock Certificate                               2      8K 
 6: EX-10       Share Exchange Agreement                              20     78K 
 8: EX-23       Auditor's Consent                                      1      5K 
 7: EX-23       Consent of Counsel                                     1      5K 

EX-4   —   Common Stock Certificate

EX-4
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 SPONGETECH DELIVERY SYSTEMS, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

This certifies that ----------                                                  

is the registered owner of ----------------                                     

fully paid and non-assessable shares of common stock, $.0001 par value each of  

 SPONGETECH DELIVERY SYSTEMS, INC.

    Transferable  on the books of the Corporation in person or by  attorney upon
surrender of this  Certificate  duly endorsed or assigned.  This Certificate and
the shares represented hereby  are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation  and By-laws of the Corporation,  as now
or hereafter amended.  This Certificate is not valid unless countersigned by the
Transfer Agent                                                                  

     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.                                                

Dated: ----------------                                                         

 SPONGETECH DELIVERY SYSTEMS, INC.
/s/Steve Moskowitz                CORPORATE SEAL            /s/Michael Metter   
----------------                      2002                  --------------------
Secretary                        DELAWARE                   President     

                                                                Countersigned:
                                        Olde Monmouth Stock Transfer Co., Inc.
                                                           77 Memorial Parkway
                                           Atlantic Highlands New Jersey 07716
                Transfer Agent

                                                          AUTHORIZED SIGNATURE

EX-4
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     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 and not as community property                         

UNIFORM GIFTS TO MINORS ACT                                                     

( Custodian)                       (Minor)                                      
under the Uniform Gifts of Minors Act of  the State of ------------------       

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:   

Please insert social security                                                   
or other identifying number: -----------------                                  

(Insert name and address, including zip code):                                  

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

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

--------------------------------------------- shares                            

of the Common Stock represented by the within Certificate and do hereby         
irrevocably constitute and appoint                                              

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

to transfer the said shares 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
it is  written  upon the face of the  Certificate  in every  particular  without
alteration or enlargement or any change whatever.                               

SIGNATURE GUARANTEE: