No.  00000                                                                SHARES


                            DIGITAL ROOSTER.COM INC.

              AMALGAMATED UNDER THE LAWS OF THE PROVINCE OF ONTARIO


THIS  CERTIFIES  THAT                                          CUSIP 25388G 10 3


is  the  Registered  owner  of                                        fully paid
and  non-assessable  Common  shares  without  par  value in the Capital Stock of

                            DIGITAL ROOSTER.COM INC.

transferable only on the books of the Company by such registered owner in person
or  by  attorney  upon  surrender  of  this  Certificate  properly  endorsed.

      This  Certificate  is  not  valid  until countersigned by the Transfer
      Agent  and  Registrar  of  the  Company.

      IN  WITNESS  WHEREOF the said Company has caused this Certificate to be
      signed  by  its  duly  authorized  officers.

DATED


EXECUTIVE  VICE  PRESIDENT                    PRESIDENT

The  shares  represented  by  this certificate are transferable at the principal
office  of  Montreal  Trust  Company  of  Canada,  in  Toronto.



COUNTERSIGNED AND REGISTERED
       MONTREAL TRUST COMPANY OF CANADA                    TORONTO
                 TRANSFER AGENT AND REGISTRAR

BY______________________________________________________
                              AUTHORIZED SIGNATURE



     For Value Received ________________ hereby sell, assign and transfer to you

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                              |                                               |
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                             PLEASE INSERT SOCIAL INSURANCE NUMBER OF TRANSFEREE

________________________________________________________________________________
            PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE

________________________________________________________________________________


________________________________________________________________________________


__________________________________________________________________________Shares
of  the  Capital  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 Company, with full
power  of  substitution  in  the  premises.



Dated______________________________



                        ________________________________________________________



In presence of


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