SAMPLE ONLY

 NUMBER                         Imergent, Inc.                     SHARES
                       INCORPORATED UNDER THE LAWS OF THE
 COMMON STOCK                 STATE OF DELAWARE               CUSIP 45247Q 10 0
PAR VALUE $.001                                          SEE REVERSE FOR CERTAIN
                                                                 DEFINITIONS



THIS CERTIFIES that



                              ____________________________



is the record holder of       ____________________________


   FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001, OF

                                 IMERGENT, INC.

transferable  on the books of the  Corporation by the holder hereof in person or
by duly  authorized  attorney  upon the surrender of this  certificate  properly
endorsed.  This  certificate  and the shares  represented  hereby are issued and
shall be held subject to the laws of the State of Delaware and all provisions of
the Certificate of Incorporation, and the By-laws of the Corporation all as from
time to time amended  (copies  thereof  being on file with the  Secretary of the
Corporation)  and the  holder  hereof,  accepting  this  certificate,  expressly
assents  thereto.  This  Certificate  is  not  valid  unless  countersigned  and
registered by the Transfer Agent and Registrar.

[SEAL]           WITNESS  the seal of the  Corporation  and the  facsimile
                 signatures  of its duly authorized officers.

                                                  COUNTERSIGNED AND REGISTERED
                                                     COLONIAL STOCK TRANSFER
                                                      Salt Lake City, Utah

                                                  By
                                                   TRANSFER AGENT AND REGISTRAR-
    DATED:                                         AUTHORIZED SIGNATURE

             Frank C. Heyman                        John J. Poelman
    Chief Financial Officer and Secretary       Chief Executive Officer