1
                                                                     EXHIBIT 4.2
FACE

CBG

INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE

SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 23246N 10 5

This Certifies that    is the record holder of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.0001 PAR VALUE, OF

CYBERGOLD, INC

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 is not valid until countersigned by the Transfer
Agent and registered by the Registrar. WITNESS the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers. Dated:

CHIEF FINANCIAL OFFICER


CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:
U.S. STOCK TRANSFER CORPORATION
TRANSFER AGENT AND REGISTRAR

BY

AUTHORIZED SIGNATURE


BACK


CYBERGOLD, INC.

The Corporation will furnish to any stockholder, upon request and without
charge, 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, insofar as the same shall have been fixed, and of the authority
of the Board of Directors to designate any preferences, rights and limitations
of any wholly unissued series. Any such request should be directed to the
Secretary of the Corporation at the principal office of the Corporation.

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

   2

        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                    Custodian
             -----------------                    ---------
                   (Cust)                          (Minor)

                        under Uniform Gifts to Minors Act

                                                                (State)
             UNIF TRF MIN ACT               Custodian (until age)
                                    (Cust)
under Uniform Transfers
                                        (Minor)
                                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 TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


Shares Signature(s) Guaranteed


By
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 MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.


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
X
NOTICE:


   3
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.