ADVANTAGE(R) PAYROLL SERVICES NUMBER SHARES - ------------ ------------ APAY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE - ------------ ------------ COMMON STOCK CUSIP 00763Q 10 9 SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF ADVANTAGE PAYROLL SERVICES, INC. (the "Corporation"), a Delaware corporation. The Shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Corporation's transfer agent and registrar. IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the facsimile signature of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. [Corporate Seal of Advantage Payroll] Dated: /s/ XXXXXXXXXXXXXXXX /s/ XXXXXXXXXXXXXXXXXXX Vice President and Chairman, President and Chief Financial Officer Chief Executive Officer Countersigned and Registered: EquiServe Trust Company, N.A. Transfer Agent and Registrar BY /s/ XXXXXXXXXXXXXXXXX Authorized Signature ADVANTAGE PAYROLL SERVICES, INC. The Corporation is authorized to issue multiple classes of stock. The Corporation will furnish a full statement or summary of the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of each class of stock which the Corporation is authorized to issue to any stockholder upon request and without charge. 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 UNIF GIFT MIN ACT -_____Custodian_______ (Cust) (Minor) under Uniform Gifts to Minors TEN ENT - as tenants by the entireties Act__________________________ (State) JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. 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 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 WHATSOEVER. 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. BANKNOTE CORP. OF AMERICA . BROWNS SUMMIT (NC) . ADVANTAGE PAYROLL SERVICES, INC. . 1-204035-942 . PROOF #1 . 9:54 AM . 4/23/02 . SMS .