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                                                                     EXHIBIT 4.2

[FORM OF FACE OF CERTIFICATE]

MAXXIS GROUP, INC.

INCORPORATED UNDER THE LAWS OF GEORGIA

AUTHORIZED 185,000 SHARES OF CLASS B COMMON STOCK, NO PAR VALUE

This certifies that _______________________________is the registered holder of
_______________________________ Shares of Class B Common Stock which are fully
paid and non-assessable and transferable only on the books of the Corporation by
the holder hereof in person or by Attorney upon surrender of this Certificate
properly endorsed.

     In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ______________ day of _______________ A.D. 19____

- --------------------------------------      -----------------------------------
JAMES W. BROWN       SECRETARY              THOMAS O. CORDY      PRESIDENT

[FORM OF BACK OF CERTIFICATE]

THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") ARE SUBJECT TO
CONDITIONS THAT MAY LIMIT THEIR TRANSFERABILITY. SUCH CONDITIONS ARE SET FORTH
IN A SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") BY AND BETWEEN THE
ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES. ANY TRANSFEREE OF THESE SHARES
TAKES SUCH SHARES SUBJECT TO THE CONDITIONS SET FORTH IN THE SUBSCRIPTION
AGREEMENT.

IN SUMMARY, THESE CONDITIONS PROVIDE THAT THE ISSUER MAY ELECT TO IMPOSE A
PROHIBITION ON THE SALE OR TRANSFER OF THESE SHARES IN THE EVENT THE ISSUER
DETERMINES TO FILE A REGISTRATION STATEMENT WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION THAT SEEKS TO REGISTER SECURITIES OF THE ISSUER IN AN
INITIAL PUBLIC OFFERING THAT IS FIRMLY UNDERWRITTEN. SUCH RESTRICTION MAY REMAIN
IN EFFECT FOR A PERIOD ENDING 180 DAYS FOLLOWING THE EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT. THE ISSUER MAY IMPOSE THESE CONDITIONS BY GIVING WRITTEN
NOTICE TO THE HOLDER OF RECORD OF THESE SHARES. THE FOREGOING SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE SUBSCRIPTION AGREEMENT, A COPY OF
WHICH WILL BE PROVIDED FREE OF CHARGE BY THE ISSUER TO ANY HOLDER OR PROSPECTIVE
PURCHASER OR TRANSFEREE OF THESE SHARES UPON THEIR REQUEST.



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     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
TEN ENT  --as tenants by the entireties                      -----         ----
JT TEN   --as joint tenants with right of                    (Cust)      (Minor)
         survivorship and not as tenants         under Uniform Gifts to Minors
         in common                               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

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             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

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                                                                          Shares
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represented by the within Certificate, and do hereby irrevocably constitute and
appoint ____________________ Attorney to transfer the said shares on the books
of the within-named Corporation with full power of substitution in the premises.

Dated,
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                                                  ------------------------------

             In presence of

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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.