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 ENOTE.com, 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 provisions 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/ Michael Grennan

President : /s/ John R. Varsames


Countersigned and Registered:  AMERICAN STOCK TRANSFER & TRUST COMPANY, New York
- - Transfer Agent and Registrar [authorized officer [signature]].
Corporate Seal: eNOTE.com 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: [space for signature(s)]