EXHIBIT 4.1
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NUMBER [GRAPHIC] SHARES
0001 --750--
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KIDEO PRODUCTIONS, INC.
(a Delaware corporation)
SERIES A 6% CONVERTIBLE PARTICIPATING PREFERRED STOCK
par value $.0001 per share
Liquidation value $1,000.00 per share
This Certifies that Sellet Marketing Corp. __________________ is the owner of
SEVEN HUNDRED FIFTY ___________________________ fully paid and non-assessable
Shares of the above Corporation transferable only on the books of the
Corporation by the holder hereof in person or by duly authorized [ILLEGIBLE]
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 to be sealed with the Seal of the
Corporation.
Dated May , 1997
Secretary: /s/ Robert J. Riscica President: /s/ Richard L. Bulman
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THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER
EVIDENCE ACCEPTABLE TO KIDEO PRODUCTIONS, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
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. Additional abbreviations may also
be used though not in the list.
TEN COM -- as tenants in common UNIF GIFT MIN ACT - Custodian (Minor)
under Uniform Gifts to Minors Act (State)
TEN ENT -- as tenants by the
entireties
JT TEN -- as joint tenants with
right of survivorship
and not as tenants in
common
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
For value received, the undersigned ______________________________________
hereby sells, assigns and transfers
unto
______________________________________
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
______________________________________________________________________________
______________________________________________________________________________
________________________________________________________________________Shares
represented by the within Certificate, and hereby irrevocably constitutes and
appoints ____________________ Attorney to transfer the said shares on the books
of the within-named Corporation with full power of substitution in the premises.
Dated ________________
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
of enlargement, or any change whatever.