INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
 







         NUMBER                                                      SHARES

         _______                                                     ________

                                                           PORTOLA PACKAGING, INC.


This Certifies that ______________________________________________ is the record holder of _______________________________________
Shares of the Class B Common Stock, Series 1 of

                                                           PORTOLA PACKAGING, INC.

transferable only on the share register of said 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 subject to all the provisions of the
Certificate of Incorporation and the By-Laws of said Corporation, and any amendments thereof, to all of which the holder of this
certificate by acceptance hereof assents.
         A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes of
shares of stock of the corporation and upon the holders thereof may be obtained by [a]ny stockholder, upon request and without
charge, at the principal office of the Corporation.
         By acceptance of this certificate the holder hereof assents to and agrees to be bound by all of the provisions of the
Certificate of Incorporation and By-Laws of the Corporation and all amendments thereto.
         Class A Common shares and Class B Common, Series 2 shares are convertible into Class B Common, Series 1 shares as set
forth in the Certificate of Incorporation.

         WITNESS the Seal of the Corporation and the signatures of its duly authorized officers this ____ day of __________
A.D. 19_____.


         _______________________________________                     ________________________________________
         Secretary                                                   Vice President





 

FOR VALUE RECEIVED, __________________________ HEREBY SELLS, ASSIGNS AND
TRANSFERS UNTO ____________________________________________ SHARES REPRESENTED
BY THE WITHIN CERTIFICATE AND DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
_________________________________________________ ATTORNEYS TO TRANSFER THE SAID
SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.

DATED ______________ 19____            __________________________________

IN THE PRESENCE OF:_____________________________________________________________

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.


A statement 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.