Exhibit 4.6


    NUMBER                                                         SHARES

EDT __________                                                   __________

 COMMON STOCK                                                  PAR VALUE $.001
                                                                  PER SHARE

THIS CERTIFICATE IS TRANSFERABLE                             CUSIP 26841E 10 7
   IN NEW YORK, NEW YORK AND                             SEE REVERSE FOR CERTAIN
    JERSEY CITY, NEW JERSEY                              DEFINITIONS AND LEGENDS

                                     [LOGO]

                               E-DENTIST.COM, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

This Certifies that





is the owner of

   FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001
                                 PER SHARE, OF

                              E-DENTIST.COM, INC.

(hereinafter referred to as the "Corporation"), transferable on the books of the
Corporation by the holder hereof in person or by duly  authorized  attorney upon
surrender of this Certificate properly endorsed. This Certificate and the shares
represented  hereby are issued under and shall be held subject to the provisions
of the State of Delaware and all of the  provisions of the Restated  Certificate
of  Incorporation  and  Bylaws of the  Corporation  and any  amendments  thereto
(copies of which are on file at the office of the Corporation),  to all of which
the holder, by acceptance hereof,  assents. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.

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

                                [CORPORATE SEAL]

                                  Dated:

                                  COUNTERSIGNED AND REGISTERED:
                                      CONTINENTAL STOCK TRANSFER & TRUST COMPANY
/s/            /s/                                (Jersey City, NJ)
PRESIDENT      SECRETARY
                                                                  TRANSFER AGENT
                                                                   AND REGISTRAR

                                  BY

                                                              AUTHORIZED OFFICER
<PAGE>
                                     [LOGO]
                               e-dentist.com, Inc.

     The  Corporation  is authorized to issue Common Stock,  par value $.001 per
share, and Preferred Stock, par value $.001 per share. The Board of Directors of
the Corporation has authority to fix the number of shares and the designation of
any  series  of  Preferred  Stock and to  determine  the  powers,  designations,
preferences  and  relative,  participating,  optional  or other  rights  between
classes of stock or series thereof of the Corporation,  and the  qualifications,
limitations or restrictions of such preferences  and/or rights.  The Corporation
will furnish without charge to each stockholder who so requests a full statement
of the foregoing as established from time to time by the Restated Certificate of
Incorporation  of the Corporation and by any  certificate of  designations.  Any
such request shall be made to the Secretary of the Corporation at the offices of
the Corporation.

     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
TEN ENT -- as tenants by the entireties
JT TEN  -- as joint tenants with the right
           of survivorship and not as
           tenants in common

UNIF GIFT MIN ACT -- ______________ Custodian ______________
                        (Cust)                   (Minor)
under Uniform Gifts to Minors Act ______________
                                      (State)

UNIF TRF MIN ACT --  ______________ Custodian (until age ___)
                         (Cust)
______________ under Uniform Transfers to Minors Act ______________
   (Minor)                                              (State)

    Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

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
to register the transfer of the said shares of Common Stock on the books of the
within-named Corporation, with full power of substitution in the premises.

Dated ________________

                NOTICE
          THE  SIGNATURE(S) TO          X ______________________________________
          THIS ASSIGNMENT MUST                       (SIGNATURE)
          CORRESPOND  WITH THE
          NAME(S)  AS  WRITTEN -->
          UPON THE FACE OF THE          X ______________________________________
          CERTIFICATE IN EVERY                       (SIGNATURE)
          PARTICULAR   WITHOUT
          ALTERATION  OR   ANY          THE SIGNATURE(S) MUST BE GURANTEED BY AN
          CHANGE WHATEVER.              ELIGIBLE GUARANTOR INSTITUTION (BANKS,
                                        STOCKBROKERS, SAVINGS AND LOAN
                                        ASSOCIATIONS AND CREDIT UNIONS WITH
                                        MEMBERSHIP IN AN APPROVED SIGNATURE
                                        GURANTEE PROGRAM), PURSUANT TO S.E.C.
                                        RULE 17Ad-15.

                                        SIGNATURE GURANTEED BY: