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                                                                     EXHIBIT 4.2

CERTIFICATE                                                  SHARES
  NUMBER             SEE REVERSE FOR CERTAIN RESTRICTIONS


                               MED-X SYSTEMS, INC.

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA


                                 PREFERRED STOCK

   The Corporation is authorized to issue 200,000,000 shares of Common Stock,
$0.001 par value per share, and 50,000,000 shares of Preferred Stock, $0.001 par
                                value per share.

     This  Certifies that S  P  E  C  I  M  E  N is the owner of  _______  fully
                          -  -  -  -  -  -  -  -
paid  and  non-assessable shares of Preferred Stock, par value $0.001 per share,
of  Med-X  Systems,  Inc.  (the  "Corporation").

     This  Certificate  is  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  Corporation  has  caused this Certificate to be
signed by its duly authorized officers this      day of          , 20  .




     PRESIDENT                                              SECRETARY


                                      -21-
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     THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES  LAWS  OF  ANY STATE.  THE SECURITIES ARE "RESTRICTED SECURITIES" AND
HAVE  BEEN  ACQUIRED  FOR  INVESTMENT  PURPOSES  ONLY  AND  NOT  WITH  A VIEW TO
DISTRIBUTION  OR RESALE AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IF
SUCH  SALE,  PLEDGE,  OR TRANSFER WOULD BE IN VIOLATION OF THE SECURITIES ACT OR
THE  SECURITIES  LAWS  OF  ANY  STATE.

     THE  CORPORATION  WILL  FURNISH  WITHOUT  CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS,  A  STATEMENT  OF  THE  DESIGNATIONS,  PREFERENCES  AND  RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF  WHICH  THE  CORPORATION  IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.  ANY SUCH REQUEST
IS  TO  BE  ADDRESSED  TO  THE  SECRETARY  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                     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                                      Act
     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 POSTAL ZIP CODE OF ASSIGNEE

                                                                          shares
of  preferred  Stock  represented  by  the  within  certificate,  and  do hereby
irrevocably  constitute and appoint ___________________________________ attorney
to  transfer  the  said shares 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 WHATEVER.



                                      -22-
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