Fenton Graham Marketing Inc – ‘SB-2’ on 5/13/02 – EX-4

On:  Monday, 5/13/02   ·   Accession #:  1084178-2-85   ·   File #:  333-88090

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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        Registration of Securities by a Small-Business        53±   201K 
                          Issuer                                                 
 2: EX-3        Amended and Restated Articles of Incorporation         2±    11K 
 3: EX-3        Bylaws                                                13±    44K 
 4: EX-4        Form of Common Stock Certificate                       3±    10K 
 5: EX-5        Opinion of Counsel                                     2±     9K 
 6: EX-23       Accountants' Consent                                   1      5K 
 7: EX-99       Subscription Agreement                                 2±     7K 

EX-4   —   Form of Common Stock Certificate

EXHIBIT 4.1                                                                     

FORM OF COMMON STOCK CERTIFICATE                

Number                                                     Shares               
/---------/                                            /--------/               
FENTON GRAHAM MARKETING, INC.               
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA                
100,000,000 AUTHORIZED COMMON SHARES $0.001 PAR VALUE               

                                  CUSIP /----------/

                           SEE REVERSE
                           FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT                                                             

Is The Owner of                                                                 

FULLY PAID AND NON-ASSESSABLE SHARES OF $0.001 PAR VALUE COMMON STOCK OF      
FENTON GRAHAM MARKETING, INC.       

transferable only 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 unless                        
countersigned by the Transfer Agent and Registrar.                              

IN WITNESS WHEREOF, the said Corporation has caused this              
Certificate to be executed by the facsimile signatures of its                   
duly authorized officers and to be sealed with the facsimile seal               
of the Corporation.                                                             

Dated:                                                                          

/s/ J.P. Schrage                                       /s/ Ken Greble           
----------------------                                 ---------------------    
Secretary                                              President                

                                                       Countersigned by:
                           Executive Registrar and Transfer Agency, Inc.
                           ---------------------------------------------

FENTON GRAHAM MARKETING, INC.               

CORPORATE               
SEAL                
NEVADA                

66                

FENTON GRAHAM MARKETING, INC.               

TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED               

NOTICE: The Corporation will furnish to any shareholder upon          
request and without charge, a full statement of the designations,               
preferences, limitations and relative rights of the shares of                   
each class of stock authorized to be issued, and a like full                    
statement relative to any preferred or special class of stock in                
series which the Corporation is or may be authorized to issue, or               
has issued as to variations in the relative rights and                          
preferences between the shares of each such series so far as the                
same have been fixed and determined and the authority of the                    
Board of Directors to fix and determine the relative rights and                 
preferences of subsequent series.                                               

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) 
JF TEN - as joint tenants with right of       under Uniform Gifts to Minors     
    survivorship and not as tenants      Act..........................
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 Common Stock represented by the within Certificate, and do hereby        
irrevocably constitute and appoint___________________________________________   
attorney-in-fact 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                                    

Signature(s) Guaranteed:                                                        

-----------------------------------                                             
the signature(s) 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 S.E.C. Rule 17Ad-15.                  

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