[EXHIBIT 4.2]

Certificate Number 1                                   150,000 Shares



                       CARBON RECOVERY CORP.
           Incorporated under the laws of the State of New Jersey



               CLASS A CONVERTIBLE PREFERRED STOCK



     This  certifies that Careful Sell Holdings Ltd. is the owner
of 150,000 shares of fully paid and nonassessable preferred stock
of  CARBON RECOVERY CORP. (the ``Corporation''), transferable  on
the  books of the Corporation by the holder in person or by  duly
authorized  attorney upon surrender of this Certificate  properly
endorsed.

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   The shares of  Preferred Stock, when issued, will be duly  and
validly  issued, fully paid and non-assessable.  The  holders  of
shares  of Class A Preferred Stock will have no preemptive rights
with respect to any shares of capital stock or the Company or any
other  securities  of  the Company convertible  into  options  to
purchase such shares.

   Witness the seal of the Corporation and the signatures of  its
authorized officers affixed _________________, 200_




                       __________________________________________
                                                        President



   SEAL

                       __________________________________________
                                                        Secretary

1


<PAGE>   Exhibit 4.2

                        Additional Terms

Voting:  Each  share  of  Preferred  Stock  represented  by  this
Certificate  is entitled to fifty (50) votes on all matters  upon
which   the   common  shareholders  of  the  Company  may   vote.
Dividends:  The  holders of Preferred Stock represented  by  this
Certificate  are  entitled to no dividends.  Liquidation  Rights:
Each share of Preferred Stock represented by this Certificate  is
entitled  to the same liquidation rights as fifty (50) shares  of
common  stock  of  the  Company. Conversion:  1.  The  shares  of
Preferred  Stock are automatically convertible into 50 shares  of
common stock on the fifth anniversary of the date of issuance. 2.
Upon  conversion,   the holder of the shares must  surrender  the
certificate  or  certificates  representing  the  shares  to   be
converted, duly  endorsed to the Corporation or in blank, at  the
principal office of the Corporation with a notice  setting  forth
the  name,  address  and taxpayer identification  number  of  the
person   or   persons  to  whom  a  certificate  or  certificates
representing  the  common  stock of the  Corporation  are  to  be
issued.  3.  Shares  of Preferred Stock shall  be  deemed  to  be
converted  at the close of business on the date of the  surrender
to  the  Corporation  of  the properly  endorsed  certificate  or
certificates representing the shares.  The rights of the  holders
of  the Preferred Stock surrendered shall cease at that time, and
the  person or persons in whose name or names the certificate  or
certificates  for  the common stock are to  be  issued  shall  be
treated  for all purposes as having become record owners  of  the
common  stock  of  the  Corporation at that  time.   However,  if
certificates are surrendered on a day in which the stock transfer
books  of  the  Corporation are closed, the  surrender  shall  be
deemed  to have occurred on the next succeeding day on which  the
stock  transfer books are open. 4. The Corporation shall  at  all
times  reserve  and  keep available solely  for  the  purpose  of
issuing  upon conversion of Preferred Stock the number of  shares
of  common  stock  issuable upon conversion  of  all  outstanding
Preferred  Stock. 5. At the time of conversion,  the  Corporation
shall  pay  to  the holder of record of any share  or  shares  of
Preferred Stock surrendered for conversion any accrued and unpaid
dividends  on  the  stock. 6. The issuance  of  certificates  for
shares  of  common stock upon the conversion of  Preferred  Stock
shall  be  made  without charge for any tax with respect  to  the
issuance.  However, if any certificate is to be issued in a  name
or  names other than the name or names of the holder of record of
Preferred  Stock converted, the person or persons requesting  the
issuance shall pay to the Corporation the amount of any tax  that
may  be  payable in connection with any transfer involved in  the
issuance,  or  shall  establish  to  the  satisfaction   of   the
Corporation that the tax has been paid or is not due and payable.
7.  The Corporation shall not be required to issue any fractional
shares  of  common stock upon the conversion of Preferred  Stock.
If  more  than  one share of Preferred Stock is  surrendered  for
conversion  at  one time by the same holder, the number  of  full
shares  of  common stock that shall be issued upon the conversion
of  Preferred  Stock  shall  be computed  on  the  basis  of  the
aggregate  number of shares of Preferred Stock  surrendered.   If
any  interest  in  a  fractional  share  of  common  stock  would
otherwise be deliverable upon the conversion of Preferred  Stock,
the  Corporation shall make adjustment for that fractional  share
interest  by  payment  of an amount in cash  equal  to  the  same
fraction  of  the market value at that time of a  full  share  of
common stock of the Corporation. 8. If the Corporation subdivides
or  combines  in  a  larger  or  smaller  number  of  shares  its
outstanding shares of common stock, then the number of shares  of
common  stock  issuable upon the conversion  of  Preferred  Stock
shall  be  proportionally increased in the case of a  subdivision
and  decreased in the case of a combination, effective in  either
case at the close of business on the date that the subdivision or
combination   becomes  effective.  9.  If  the   Corporation   is
recapitalized,  is  consolidated with or merged  into  any  other
corporation, or sells or conveys to any other corporation all  or
substantially  all of its property as an entity, provision  shall
be   made   as   part  of  the  terms  of  the  recapitalization,
consolidation, merger, sale, or conveyance so that the holders of
Preferred  Stock  may  receive,  in  lieu  of  the  common  stock
otherwise issuable to them upon conversion of Preferred Stock, at
the same conversion ratio, the same kind and amount or securities
or  assets  as  may  be distributable upon the  recapitalization,
consolidation,  merger, sale, or conveyance with respect  to  the
common  stock.  10. If the Corporation at any time  pays  to  the
holders  of  its  common stock a dividend in  common  stock,  the
number of shares of common stock issuable upon the conversion  of
Preferred  Stock shall be proportionally increased, effective  at
the close of business on the record date for determination of the
holders of the common stock entitled to the dividend. 11.  Except
as  provided  below,  if the Corporation at  any  time  pays  any
dividend  or  makes  any  distribution on  its  common  stock  in
property  other than cash or in common stock of the  Corporation,
then provision shall be made as part of the terms of the dividend
or   distribution   so  that  the  holders  of  Preferred   Stock
surrendered  for  conversion  after  the  record  date  for   the
determination of holders of common stock entitled to the dividend
or   distribution   shall  be  entitled  to  receive   the   same
proportionate  share  of  property  that  they  would  have  been
entitled   to   receive  had  Preferred  Stock   been   converted
immediately prior to the record date. 12. These adjustments shall
be  made  successively if more than one of these  events  occurs.
However, no adjustment in the conversion ratio of Preferred Stock
into common stock shall be made by reason of: (a)  the payment of
a  cash  dividend on the common stock or on any  other  class  of
stock   of  the  Corporation;  (b)   the  purchase,  acquisition,
redemption,  or retirement by the Corporation of  any  shares  of
common  stock  or of any other class of stock of the Corporation,
except  as  provided above in connection with  a  subdivision  or
combination  of the outstanding common stock of the  Corporation;
(c)  the issuance, other than as provided above, of any shares of
common stock, or of any securities of the Corporation convertible
into common stock or into other securities of the Corporation, or
of  any  rights, warrants or options to subscribe for or purchase
shares of common stock or other securities of the Corporation, or
of  any other securities of the Corporation; provided that if the
Corporation offers any of its securities or any rights,  warrants
or  options to subscribe for or purchase any of its securities to
the  holders  of its common stock, pursuant to any preemptive  or
preferential rights granted to the holders of common stock by the
certificate  of incorporation of the Corporation, or pursuant  to
any  similar  rights  granted by the board of  directors  of  the
Corporation,  the Corporation shall mail written  notice  of  the
offer to the holders of Preferred Stock at least 20 days prior to
the  record date for determination of the holders of common stock
entitled  to receive the offer; (d)  the offer by the Corporation
to  redeem  or  acquire shares of its common stock by  paying  or
exchanging the stock of another corporation, or the carrying  out
of  a  transaction  contemplated by  an  offer  of  this  nature;
provided  that the Corporation shall mail written notice  of  the
offer to the holders of Preferred Stock at least 20 days prior to
the expiration of the offer; or (e)  the distribution of stock to
holders of common stock of the Corporation, if the issuer of  the
stock distributed is at the time of the distribution engaged in a
business that was previously operated as a division or subsidiary
by  a  corporation  acquired  by the  Corporation  and  that  was
distinct from the principal business of the corporation acquired.


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<PAGE>   Exhibit 4.2