| **CLASS A COMMON SHARES**  | **CLASS A COMMON SHARES**                       |
|----------------------------|-------------------------------------------------|
|                       |                                            |
|                            |
|                       |                                            |
|                       |                                            |
| ***THIS  CERTIFIES THAT*** | ***See  reverse for certain definitions*** |
|                       | CUSIP  74372Y  10  0                  |

 

***is the owner of***             **FULLY PAID AND NON-ASSESSABLE CLASS A COMMON SHARES OF THE PAR VALUE OFONE CENT ($.01) EACH OF**

|  |  PROVELL,  INC.  |  |
|--|----------------------------|--|

*** transferable on the books of the Corporation by the holderhereof  in person or by duly authorizedattorney upon surrender of this  certificateproperly endorsed.This certificate is not valid  unless countersigned by the TransferAgent and Registrar.***

***             WITNESSthe facsimile signatures of its duly authorized officers.***

***Dated:***

* *

|   | /s/ Samia Haddad |   | /s/ George S. Richards |
|--------|------------------|--------|------------------------|
|   | **SECRETARY**    |   | **CHAIRMAN**           |

 
| COUNTERSIGNED AND REGISTERED:**WELLS FARGO BANK MINNESOTA, N.A.******(MINNEAPOLIS,  MINNESOTA) TRANSFER AGENT AND REGISTRAR |
|-----------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                        |
| BY                                                                                                                          |   |
|                                                                                                                        | AUTHORIZED SIGNATURE |

 

The Corporationwill furnish to any shareholder, without charge, upon request made in writing,a full statement of the designations, preferences, limitations and relativerights of the shares of each class authorized to be issued.

              The following abbreviations, whenused in the inscription on the face of this certificate, shall be construed asthough they were written out in full according to applicable laws orregulations:

 

| TEN  COM | — | as  tenants in common                                                     |   | UNIF  GIFT MIN ACT | — | _____________  (Cust)              | Custodian           | _____________  (Minor) |
|----------|--------|---------------------------------------------------------------------------|--------|--------------------|--------|------------------------------------|---------------------|------------------------|
| TEN  ENT | — | as  tenants by the entireties                                             |   |               |   | under  Uniform Transfers to Minors |
| JT  TEN  | — | as  joint tenants with right of survivorship and not as tenants in common |   |               |   | Act                                | __________  (State) |                   |

Additional abbreviations may also be used thoughnot in the above list.

*For value received ____ hereby sell, assign and transferunto*

| PLEASE  INSERT SOCIAL SECURITY OR OTHER  IDENTIFYING NUMBER OF ASSIGNEE |   |
|-------------------------------------------------------------------------|--------|
|                                                                         |
|                                                                         |
| PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF  ASSIGNEE                 |
|                                                                         |
|                                                                         |
|                                                                         |

*_____________________________________________  Shares of the capital stock represented bythe within Certificate, and do hereby irrevocably constitute and appoint_____________________________________________ Attorney to transfer the said stock on the books of the within-namedCorporation with full power of substitution in the premises.*

| *Dated* |   |                                                                                                                                                                                                         |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                         |
|    |   | NOTICE:  THE SIGNATURE(S) 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. |

SIGNATUREGUARANTEED BY

**This certificate also evidences and entitles the holderhereof to certain rights as set forth in a Rights Agreement between Provell,Inc. and Wells Fargo Bank Minnesota, N.A., dated as of April 16, 1998 (the"Rights Agreement"), the terms of which (including restrictions onthe transfer of such Rights) are hereby incorporated herein by reference and acopy of which is on file at the principal executive offices of Provell, Inc.Under certain circumstances, as set forth in the Rights Agreement, such Rightswill be evidenced by separate certificates and will no longer be evidenced bythis certificate. Provell, Inc. will mail to the holder of this certificate acopy of the Rights Agreement without charge after receipt of a written requesttherefor. Under certain circumstances, as set forth in the Rights Agreement,Rights that are or were issued to any Person who becomes an Acquiring Person,or any Affilliate or Associate thereof (as such terms are defined in the RightsAgreement), whether currently held by or on behalf of such Person or by anysubsequent holder thereof, may become null and void.**