Exhibit
4.2


	
  NB

  	
  

  	
   

  



 


NOVA BIOSOURCE FUELS, INC.


INCORPORATED
UNDER THE LAWS OF THE STATE OF NEVADA


SEE
REVERSE FOR CERTAIN DEFINITIONS


	
  This Certifies That

  	
  CUSIP 65488W 10 3

  
	
   

  
	
   

  
	
  is the owner of

  



 


FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK,
$.001 PAR VALUE, OF

NOVA BIOSOURCE FUELS, INC.


(the “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 its Corporate
Seal to be hereunto affixed this        day
of                ,
A.D.                 .


	
  

  	
  NOVA BIOSOURCE FUELS, INC.

  CORPORATE

  SEAL

  February

  25, 2000

  NEVADA

  	
  

  
	
  Secretary     

  	
   

  	
  President

  
				



 


	
  COUNTERSIGNED AND REGISTERED:

  
	
  AMERICAN
  STOCK TRANSFER & TRUST COMPANY

  
	
  (NEW YORK, N.Y.)

  	
  TRANSFER AGENT

  	
   

  
	
   

  	
  AND REGISTRAR

  	
   

  
	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  	
   

  



 









 



NOVA
BIOSOURCE FUELS, INC.


The Corporation will furnish
without charge to any shareholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or restrictions
of such preferences and/or rights.


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

  	
   

  	
  under Uniform Gifts to
  Minors

  
	
   

  	
   

  	
  of survivorship and not as

  	
   

  	
  Act                        

  
	
   

  	
   

  	
  tenants in common

  	
   

  	
  (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 ASSIGNEE)

  
	
   

  
	
   

  
	
   

  	
  Shares

  
	
  of the common 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 Company 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 WHATEVER.

  



 


 


Signature(s) Guaranteed:


 


	
  

  	
   

  
	
  THE SIGNATURE(S) MUST 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.

  	
   

  



 


 


KEEP THIS
CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF
A REPLACEMENT CERTIFICATE.