Exhibit 4.10


                            BRANDED MEDIA CORPORATION

                              A Nevada Corporation


Number: P - ___             Series A Preferred Stock             *______* Shares


     This certifies that ________ is the record holder of __________ shares of
Series A Preferred Stock of Branded Media Corporation transferable only on the
share register of the corporation, in person or by duly authorized attorney,
upon surrender of this certificate properly endorsed or assigned.

     This certificate and the shares represented hereby are issued and shall be
held subject to all the provisions of the Articles of Incorporation and the
By-laws of the corporation and any amendments thereto.

     A statement of all of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights may be obtained by any stockholder, upon request and without
charge, at the principal office of the corporation.

WITNESS the signatures of its duly authorized officers this ____ day of _____,
200_.




---------------------------                         ----------------------------
Gerald M. Labush, Secretary                         Donald C. Taylor, President






                       SEE RESTRICTIVE LEGENDS ON REVERSE


<PAGE>



     For Value Received __________________ hereby sells, assigns, and transfers
unto,_________________________________________________________________________
(_____________________) shares represented by the within certificate and hereby
irrevocably constitutes and appoints
__________________________________________________________________ attorney to
transfer the said shares on the share register of the within named corporation
with full power of substitution in the premises.

Dated                     , in presence of  ____________________________________
      -------------------



------------------------------                 ---------------------------------
Witness                                        Stockholder



NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.


     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
     INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
     SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED OR PLEDGED IN THE ABSENCE OF
     SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
     REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT
     FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.
     COPIES OF THE AGREEMENT, IF ANY, COVERING THE PURCHASE OF THESE SHARES AND
     RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST
     MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE
     CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.


     THE RIGHTS, PREFERENCES, PRIVELEGES AND RESTRICTIONS GRANTED TO OR IMPOSED
     UPON EACH CLASS OR SERIES OF SHARES OF THE CORPORATION ARE CONTAINED IN THE
     CORPORATION'S ARTICLES OF INCORPORATION, A COPY OF WHICH IS OBTAINABLE FROM
     THE SECRETARY OF THE CORPORATION UPON REQUEST AND WITHOUT CHARGE.