NUMBER SHARES [ ] [ ] BIOGAN MEDICAL INTERNATIONAL, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 090596 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT Is The Owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF $.001 PAR VALUE OF BIOGAN MEDICAL INTERNATIONAL, INC. 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 is not valid unless countersigned by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be executed by its duly authorized officers and its Corporate Seal to be hereunto affixed. Dated: [SEAL OF BIOGAN MEDICAL INTERNATIONAL] /s/ signature /s/ signature - ---------------------- -------------------- SECRETARY PRESIDENT COUNTERSIGNED AND REGISTERED: American Securities Transfer & Trust, Inc. P.O. Box 1596 Denver, Colorado 80201 By ----------------------------------------------- Transfer Agent & Registrar Authorized Signature BIOGAN MEDICAL INTERNATIONAL TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED 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_______ (Cust) (Minor) under Uniform Gifts to Minors TEN ENT - as tenants by the entireties Act _____________________ (State) JT TEN - as joint tenants with right of of survivorship and not as tenants in common Additional abbreviation may also be used though not in above list. ________________________________________________________________________________ For Value Received, ______________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - --------------------------------------- | | - --------------------------------------- ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________________________ attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated __________________________ _____________________________________________ _____________________________________________ NOTICE: THE SIGNATURES 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. Signature(s) Guaranteed: _______________________________ 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 signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.