<PAGE>   1
                                                                     Exhibit 4.2

                     SEE RESTRICTIVE LEGEND ON REVERSE SIDE
                                INTELISPAN, INC.
                           SERIES "A" PREFERRED STOCK
                 1,000,000 AUTHORIZED SHARES, PAR VALUE $.0001


NUMBER__________________                                    SHARES_____________

INCORPORATED IN THE STATE OF WASHINGTON                         SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS

                                                               CUSIP 458150 20 8

        THIS CERTIFIES THAT




        registered holder of





        transferable only on the books of the Corporation by the holder hereof
        in person or by 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 its Corporate Seal to be
        hereunto affixed.


DATED:


/s/ James D. Shook                                     /s/ Peter A. Nelson
------------------                                     -------------------
    SECRETARY                                               PRESIDENT


                                [CORPORATE SEAL]



COUNTERSIGNED:

        AMERICAN SECURITIES TRANSFER & TRUST, INC.
                       P.O. Box 1596
                  Denver, Colorado 80201

By:
     -----------------------------------------------
     Transfer Agent & Registrar Authorized Signature
<PAGE>   2
                TRANSFER FEE: $15.00 PER NEW CERTIFICATE ISSUED



     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                      --------------
     JT TEN   -as joint tenants with right of                  (Cust)   (Minor)
               survivorship and not as tenants     under Uniform Gifts to Minors
               in common                           Act
                                                       -------------------
                                                            (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 ASSIGNER)



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



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


                                                                         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(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 WHATSOEVER.



Signature(s) Guaranteed:


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


The signature(s) should 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.


     The shares represented by this Certificate have not been registered under
the Securities Act of 1933 ("the Act") and are "restricted securities" as that
term is defined in Rule 144 under the Act. The shares may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company.