Form of Stock Certificate



 EXHIBIT 4.2 
  


	NUMBER	 	 	  	COMMON STOCK
	PRVD	 	provide-commerce	  	 
	 	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	 
	 	 	 	  	CUSIP 74373W 10 3
	 	 	 	  	SEE REVERSE FOR
CERTAIN DEFINITIONS

  
 THIS CERTIFICATE IS
TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND NEW YORK, NY 
  
 THIS CERTIFIES
THAT 
  
  
  

 
 is the owner of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE OF 
  
                                       
                                        
      Provide Commerce,
Inc.                                       
                                        
      
  
 transferable on the books of the
Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

	 Dated:
	 	 	 	/s/ William Strauss
	 	 	 	 	CHIEF EXECUTIVE OFFICER
	Countersigned and Registered:	 	 	 	 
	EQUISERVE TRUST COMPANY, N.A.	 	[SEAL OF PROVIDE COMMERCE, INC.]	 	 
	Transfer Agent and Registrar	 	 	 	 
	By	 	 	 	/s/ Rex E. Bosen
	/s/ Illegible	 	 	 	VICE PRESIDENT OF FINANCE AND ACCOUNTING AND SECRETARY
	Authorized Officer	 	 	 	 








 The Corporation will furnish without charge to each stockholder who so requests a statement of the
powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof of the Corporation, and the qualifications, limitations or restrictions of such preferences and/or rights. Such
request may be made to the Corporation’s Secretary at the principal office of the Corporation. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE. 
  
 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          	 	UNIF TRANS MIN ACT–	 	                        Custodian          
  
	 TEN ENT
	  	— as tenants by the entireties	  	 	 	(Cust)                            (Minor)	 	 	 	(Cust)                                (Minor)
	 JT TEN
	  	— as joint tenants with right of	  	 	 	under Uniform Gifts to Minors	 	 	 	under Uniform Transfers to Minors
	 	  	     survivorship and not as	  	 	 	Act                             	 	 	 	Act                                      
     
	 	  	     tenants in common	  	 	 	(State)	 	 	 	(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 
  
                                       
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                    
 of the ordinary shares 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 Company with full power of substitution in the premises. 
  

	Dated                                     
                      	 	 	 	 

  

	 	  	X	  	                                      
                                        
                      
		
	 X
	  	                                      
                                        
                      
	 NOTICE:
	  	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) 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) SHOULD 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. ALTERNATIVELY, A DULY NOTARIZED SIGNATURE WILL SUFFICE.