EXHIBIT 4.5



NUMBER                                                            SHARES

C08955



PIVOTAL                                                    CUSIP  72581R  10  6

            INCOPORATED IN THE PROVINCE OF BRITISH COLUMBIA

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    -  This certifies that                                                  -
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    -                          SPECIMEN                                     -
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    - is the registered holder of                                           -
    -                                                                       -
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 FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF

                               PIVOTAL CORPORATION

subject to the  Memorandum and Articles of the Company  transferable only on the
books of the  Company by  endorsement  and  surrender of this  certificate. This
certificate is not valid until countersigned and registerd by the Transfer Agent
and Registrar of the Company.

     In Witness  Whereof the Company has caused this certificate to be signed by
the facsimile signatures of its duly  authorized  officers at Vancouver, British
Columbia.


         Dated:
                            /s/ Diane S. Malaher        /s/ N. Francis
                           ---------------------       --------------------
                            Secretary                  President



The Shares  represented by this  Certificate are  transferable at the offices of
CIBC Mellon Trust Company,  Vancouver,  B.C. or Toronto,  Ontario or at American
Stock Transfer & Trust Company, New York, N.Y.


[Written vertically on left side of certificate]
Countersigned and Registered
American Stock Transfer & Trust Company                      New York, N.Y.
Transfer Agent and Registrar


By ______________________________________________
          Authorized Officer


[Written vertically on right side of certificate]

Countersigned and Registered CIBC Mellon Trust Company       Vancouver
Transfer Agent and Registrar                                 Toronto

By ____SPECIMEN__________________________________
         Authorized Officer

<PAGE>


     The Company will furnish to any  shareholder without charge upon request to
the  Transfer  Agent named on the face of this  Certificate  a statement  of the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of shares 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:

<TABLE>
<S>                                             <C>                                  <C>

TEN COM - as tenants in common             UNIF GIFT MIN ACT- ______ Custodian ________
TEN ENT - as tenant by the entireties                         (Cust)           (Minor)
JT TEN  - as joint tenants with right of                      under Uniform Gift to Minors
          survivorship and not as tenants                     Act ______________
          in common                                                (State)
</TABLE>


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

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

Please insert social security or other
identifying number of assignee

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_______________________________________________________________________________
                       (Name and address of transferor)

_______________________________________________________________________________


__________________________________________________________________common shares
registered in the name of the undersigned on the books of the  Company named on
the face of this Certificate and represented hereby, irrevocably constitutes and
appoints

________________________________________________________________the attorney of
the undersigned to transfer the said common shares on the register of transfers
and books of the Company with full power of substitution hereunder.


Dated:




___________________________________       ____________________________________
    (Signature of Witness)                      (Signature of Shareholder)

NOTICE: THE SIGNATURE OF 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.


The signature(s) must be guaranteed by an eligible guarantor  institution (Bank,
Stockbroker, Savings and Loan Associations and Credit Unions with membership in
an approved Signature guarantee  Medallion Program), pursuant to S.E.C. Rule 17
Ad-15.


Signature Guaranteed By: ______________________________________________________