[Stock Legend]

Not Transferable Without the Consent of a Majority of the Stockholders.

The securities represented by this certificate have not been registered under the (Federal) Securities Act of 1933 or applicable securities act of any state but have been issued in reliance upon exemptions from registration contained in said acts.  No sale, offer to sell or other transfer of the securities represented by this certificate may be made unless a registration statement under said acts is in effect with respect to the securities or an exemption from the registration provisions of such acts is then applicable.