1 EXHIBIT 4.0 - -------------------------------------------------------------------------------- - ----------- ----------- NUMBER SHARES - ----------- ----------- ***000*** ***000*** - ----------- ----------- CUIDAO HOLDING CORP. - -------------------------------------------------------------------------------- ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA 100,000,000 Common Stock Shares $.001 par value - -------------------------------------------------------------------------------- THIS CERTIFIES THAT ______________ is the registered holder of _________ shares transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE CORPORATION WILL NOT TRANSFER THIS CERTIFICATE UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING THE SHARES REPRESENTED BY THIS CERTIFICATE UNDER THE SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER OF OPINION FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. 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 ___________, 19__, A.D. ________________________ _____________________ President Secretary - -------------------------------------------------------------------------------- AmeriLawyer(R) (800) 603-3900