Exhibit 4.8

Number ___                                                  ____ Shares

                              NMXS.COM, INC.
                         (A Delaware Corporation)

          Series A Convertible Preferred Stock (Par Value $.001)
                          1,000 Shares Authorized

     THIS CERTIFIES that ____________ is the owner of _________________
fully paid and non-assessable shares of Series A Convertible Preferred
Stock (hereinafter the "Preferred Stock") of NMXS.com, Inc., a Delaware
corporation (the "Company") transferable only on the books of the Company
by the holder hereof in person or by duly authorized Attorney upon
surrender of this Certificate properly endorsed.  The shares of Preferred
Stock issued by the Company are subject to the following terms:

     (a)  The number of authorized shares of the Series A Convertible
Preferred Stock is 1,000 shares.

     (b)  The Series A Convertible Preferred Stock shall have no preference
with respect to dividends declared by the Company.

     (c)  Any holder of the Series A Convertible Preferred Stock may from
time to time at his option convert any or all of such shares held by such
stockholder into fully paid and nonassessable shares of common stock of the
Company at any time at the rate set forth in this paragraph.  Said shares
shall be convertible at a rate equal to 70% of the average bid price of the
common stock of the Company on the conversion date, based upon the value of
the Series A Convertible Preferred Stock to be converted, which value shall
be established as $1,000; provided that in no event shall the discounted
value of the shares into which the Series A Convertible Preferred Stock is
convertible be less than $0.05 or more than $0.25 for purposes of computing
the number of shares to be issued upon conversion.  For purposes of this
paragraph the conversion date shall be the date the notice of conversion is
actually received by the Company.  Any such conversion may be effected by
holders of the Series A Convertible Preferred Stock by giving written
notice of election to convert shares of said stock, the number of shares
and the certificate numbers, and presenting said shares to the Company,
accompanied by the deposit and surrender of the certificates of such stock
duly endorsed in blank for transfer not later than ten days following the
election to convert.  If at any time, or from time to time, the Company
shall change, as a whole, any class of stock into which the Series A
Convertible Preferred Stock is then convertible, into the same or a
different number of shares, with or without par value, of the same or of
any other class or classes (hereinafter in this paragraph called the "new
stock") any holder of such Series A Convertible Preferred Stock, upon
conversion thereof, shall be entitled to receive, in lieu of the stock
which (on conversion immediately prior to such change) such

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stockholder would have become entitled to receive, but for such change,
a number of shares of new stock equivalent to the number that would have
been issued for such shares of stock as such stockholder would have been
entitled to receive on conversion immediately prior to such change.  The
basic conversion value then in force shall thereupon remain unchanged or
shall be proportionately increased or decreased, as the case may be, in
the ratio which the number of shares of stock so changed shall bear to
the number of shares of the new stock.

     (d)  Any shares of the Series A Convertible Preferred Stock
outstanding at April 30, 2006, shall be automatically converted into fully
paid and nonassessable shares of common stock of the Company at the rate
and subject to the terms set forth in paragraph (c) above.

     (e)  The shares of the Series A Convertible Preferred Stock shall have
no voting rights.

     (f)  The Series A Convertible Preferred Stock shall not be redeemable
by the Company.

     (g)  The preferential amount payable with respect to shares of the
Series A Convertible Preferred Stock in the event of voluntary or
involuntary liquidation, dissolution, or winding-up, shall be $1,000 per
share.


     IN WITNESS WHEREOF, the said Company has caused this Certificate to be
signed by its duly authorized officers this ______ day of _____________
200___.

___________________________             ______________________________
Secretary                               President

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     For value received, the undersigned hereby sells, assigns and
transfers unto
______________________________________________________________________

_________________ Shares represented by the within Certificate, and hereby
irrevocably constitutes and appoints ___________________________________
Attorney to transfer the said shares on the books of the Company with full
power of substitution in the premises.
Dated__________________ 200____


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