ENOTE.com INC.
    INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                      CUSIP 29355N 10 9

NUMBER: ENO _______________
SHARES _________________
COMMON STOCK

[See reverse side for certain definitions]

This certifies that __________________ is the owner of
___________________
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR
VALUE ONE CENT ($.01) PER SHARE, OF ENOTES1, INC. (herein
called the "Corporation") 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 and the shares represented hereby are
issued and shall be held subject to all of the rovisions of
the Certificate of Incorporation and By-Laws of the
Corporation and any amendments thereto, to all of which the
holder by acceptance hereby assents. This Certificate is not
valid until countersigned by the Transfer Agent and
Registrar.

WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.

Dated

Secretary: /s/ ___________________

President : /s/ ________________________


Countersigned and Registered: AMERICAN STOCK TRANSFER &
TRUST COMPANY, New York - Transfer Agent and Registrar
[authorized officer [signature]].
Corporate Seal: ENOTES, Inc., 1973, Delaware.


REVERSE SIDE:

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; TEN ENT - as tenants by the
entireties; JT TEN - as joint tenants with right of
survivorship and not as tenants in common; UNIF GIFT MIN ACT
- - __[cust]______custodian,  _[minor]_ under Uniform Gifts to
Minors Act (state name).

FOR VALUE RECEIVED, [sellers' name] hereby sell, assign and
transfer unto ____________________ [social security number
or other identifying number of assignee; printed name and
address of assignee, including zip code] shares of the
capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ____________
Attorney 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 to this assignment must correspond
with the name as written upon the face of the certificate in
every particular, without alteration or enlargement or any
change whatever.

Signature(s) Guaranteed:


_____________________________



_______________________________
1SADF