Product Express Com Ebusiness Services Inc – ‘SB-2’ on 6/25/97 – EX-4.2

As of:  Wednesday, 6/25/97   ·   Accession #:  950147-97-419   ·   File #:  333-29985

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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        87    327K 
                          Issuer                                                 
 2: EX-1.1      Underwriting Agreement                                28    132K 
 3: EX-1.2      Form of Lock-Up Agreement                              2     16K 
 4: EX-1.3      Master Agreement Among Underwriters                   10     58K 
 5: EX-1.4      Selected Dealers Agreement                             7     30K 
 6: EX-3.1      Articles of Incorporation of Pci                       3     19K 
 7: EX-3.2      By-Laws, as Amended of Pci                            17     65K 
 8: EX-3.3      Certificate of Incorporation                          36    151K 
 9: EX-4.1      Pages From Articles of Incorporation and Bylaws        8     35K 
10: EX-4.2      Specimen Common Stock Certificate                      1      9K 
11: EX-4.3      Underwriter's Common Stock Purchase Warrant           11     42K 
12: EX-4.4      Investment Banking Agreement                           7     50K 
13: EX-4.5      Letter of Intent Dated March 31, 1997                  5     29K 
14: EX-4.6      Form of Subscription to Acquire Warrants              20     76K 
15: EX-9.1      Shareholders and Voting Agreement                     27     76K 
16: EX-10.1     Business Loan Agreement                                8     54K 
22: EX-10.12    Endorsement Agreement 05/01/97                         6     31K 
23: EX-10.13    Standard Sublease                                     53±   210K 
24: EX-10.14    Agency Relationship Agreement                          2     14K 
25: EX-10.16    Business Consulting Agreement                          2±    14K 
26: EX-10.17    Employment Agreement With Steven A. Lambrecht          8     44K 
27: EX-10.18    Employment Agreement With Greg P. Lambrecht            9     47K 
28: EX-10.19    Employment Agreement With Colin A. Jones               9     46K 
17: EX-10.2     Asset Purchase Agreement 12/31/96                     21     60K 
29: EX-10.21    Settlement & Full Release of Equity                   34    143K 
30: EX-10.22    Stock Sales Agreement 06/20/97                         4     22K 
18: EX-10.3     Asset Purchase Agreement 12/31/96                     21     61K 
19: EX-10.4     Promissory Note Between C. Jones and Pci               2     16K 
20: EX-10.5     Promissory Note Between G. Lambrecht and Pci           2     16K 
21: EX-10.6     Management Agreement 01/01/97                          4     24K 
31: EX-11.1     Computation of Earnings Per Share                      1      9K 
32: EX-16.1     Response Letter From Semple & Cooper, LLP              1     11K 
33: EX-21.1     Subsidiary List                                        1      9K 
34: EX-27.1     Financial Data Schedule                                1     12K 

EX-4.2   —   Specimen Common Stock Certificate

INCORPORATED UNDER THE LAWS OF THE STATE OF ARIZONA 
PREMIUM CIGARS
INTERNATIONAL, LTD. 

This certifies that          SPECIMEN                            is the owner of
_________________________________________________________________ fully paid and
non-assessable Shares of the above Corporation 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.                           

In Witness  Whereof,  the said  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officers  and to be sealed  with the Seal of the
Corporation.                                                                    
Dated ______________________________