EXHIBIT 4.2

                       TEXT OF PREFERRED STOCK CERTIFICATE
                       FOR PEPPERMILL CAPITAL CORPORATION



<PAGE>



------                                                                    ------
NUMBER                                                                    SHARES
------                                                                    ------

                            VARNER TECHNOLOGIES, INC.
                                PREFERRED STOCK



THIS CERTIFIES THAT:



is owner of

FULLY PAID AND  NON-ASSESSABLE  SHARES OF CLASS A  PREFERRED  STOCK OF $.001 PAR
VALUE EACH OF
___________________________ VARNER TECHNOLOGIES, 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 Nevada,
and to the Articles of Incorporation  and Bylaws of the  Corporation,  as now or
hereafter amended.

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


-----------
DATED:
-----------

                                     [SEAL]

                           VARNER TECHNOLOGIES, INC.

                                   CORPORATE

                                      SEAL
                                      2000
                                     NEVADA


/s/
-------------------------              /s/ Clayton Varner
                SECRETARY              -----------------------------------------
                                                                       PRESIDENT





<PAGE>


     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)
JT TEN  -  as joint tenants with right of          under Uniform Gifts to Minors
           survivorship and not as tenants
           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
 INDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

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



________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


________________________________________________________________________________


________________________________________________________________________________


_________________________________________________________________________ Shares
of the stock represented by the within  Certificate,  and do hereby  irrevocably
constitute and appoint



_______________________________________________________________________ Attorney
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 WHATSOEVER.


THE  CORPORATION  WILL  FURNISH TO ANY  STOCKHOLDER,  UPON  REQUEST  AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS,  RELATIVE RIGHTS,  PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES  AUTHORIZED TO BE ISSUED,  SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD
TO DIVIDE THE SHARES  INTO  CLASSES  OR SERIES AND TO  DETERMINE  AND CHANGE THE
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES SUCH REQUEST
MAY BE MADE TO TEH SECRETARY OF THE  CORPORATION OR TOO THE TRANSFER AGENT NAMED
ON THIS CERTIFICATE.
________________________________________________________________________________

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION  FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY  PARTICULAR,  WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER,  AND MUST BE GUARANTEED BY A
COMMERICAL  BANK OR TRUST  COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR
OTHER  RECOGNIZED  STOCK  EXCHANGE IN  CONFORMANCE  WITH A  SIGNATURE  GUARANTEE
MEDALLION PROGRAM.