<Page>

                                                                     EXHIBIT 4.2

<Table>
<S>                      <C>                                                     <C>
                                SEE RESTRICTIVE LEGEND ON REVERSE SIDE

     NUMBER                                                                               SHARES
------------------                         PRO ELITE INC.                          ---------------------

                         INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY
                             12,000,000 AUTHORIZED SHARES $.0001 PAR VALUE
------------------                          PREFERRED A                            ---------------------




        THIS CERTIFIES THAT


        IS THE OWNER OF

                 FULLY PAID-AND NON-ASSESSABLE SHARES OF $.0001 PAR VALUE COMMON STOCK OF

                                            PRO ELITE INC.


        transferable only on the books of the Company in person or by duly authorized attorney upon surrender
        of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer
        Agent and Registrar.


               IN WITNESS WHEREOF, the said Company has caused this Certificate to be executed by the facsimile
        signatures of its duly authorized officers and to be sealed with the facsimile seal of the Company.

               Dated:


                                               [SEAL]


                 /s/ ILLEGIBLE                                         /s/ ILLEGIBLE
                 CHIEF EXECUTIVE OFFICER                               PRESIDENT


COUNTERSIGNED AND REGISTERED:
    Computershare Trust Company, Inc.
             P.O. Box 1596
         Denver, Colorado 80201

By /s/ ILLEGIBLE
   ----------------------------
   Transfer Agent & Registrar Authorized Signature
</Table>

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                               PRO ELITE INC.

              TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED




    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................
                                                                                           (CUST)                   (MINOR)
    TEN ENT        --AS TENANTS BY THE ENTIRETIES                             UNDER UNIFORM GIFTS TO MINORS
                                                                              ACT...............................................
    JT TEN         --AS JOINT TENANTS WITH RIGHT OF                                                 (STATE)
                      SURVIVORSHIP AND NOT AS TENANTS
                      IN COMMON
</Table>

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

--------------------------------------------------------------------------------
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE
THE DESIGNATIONS, ??????????, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH
CLASS AND SERIES AUTHORIZED TO BE ISSUED SO FAR AS THE SAME HAVE BEEN
DETERMINED. THE BOARD OF DIRECTORS HAVE THE AUTHORITY TO DIVIDE THE SHARES INTO
CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES
AND LIMITATION OF ANY CLASS OR SERIES.


    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 ZIP CODE OF ASSIGNEE.

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the Preferred A Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_______________________________________________________________ attorney-in-fact
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.

Dated  ____________________________

                  ______________________________________________________________

                  ______________________________________________________________
                  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.