1 [LOGO] CENTENNIAL CENTENNIAL TECHNOLOGIES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK, OR DENVER, COLORADO NUMBER SHARES DEN COMMON STOCK SEE REVERSE SIDE FOR CERTAIN DEFINITIONS This Certifies That CUSIP 151392 10 7 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE OF CENTENNIAL TECHNOLOGIES, 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 subject to the laws of the State of Delaware and to the Certificate of Incorporation and the By-laws of the Corporation as from time to time amended. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. /s/ Donald R. Peck /s/ John J. McDonald TREASURER PRESIDENT CENTENNIAL TECHNOLOGIES, INC. CORPORATE SEAL 1994 DELAWARE **** COUNTERSIGNED AND REGISTERED AMERICAN SECURITIES TRANSFER & TRUST, INC. P.O. Box 1596 Denver, Colorado 80201 By ______________________________________________________ Transfer Agent and Registrar Authorized Signature 2 CENTENNIAL TECHNOLOGIES, INC. 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 UNIT GIFT MIN ACT- ----------Custodian----------- (Cust) (Minor) under Uniform Gifts to Minors Act_____________________ (State) 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 POSTAL ZIP CODE OF ASSIGNEE) _______________________________________________________________________________ _______________________________________________________________________________ ________________________________________________________________________Shares of the common 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___________________________ X_________________________________________ 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. THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE FURNISHED BY THE CORPORATION UPON WRITTEN REQUEST AND WITHOUT CHARGE. Signature(s) Guaranteed: ____________________________________________________________ THE SIGNATURE(S) MUST 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. _______________________________________________________________________________ THIS SPACE MUST NOT BE COVERED IN ANY WAY