[FORM OF STOCK CERTIFICATE]

                                                    (SEE LEGEND ON REVERSE SIDE)


                NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


        NUMBER                     AUTO DATA                       SHARES
        ------                    NETWORK, INC.                    ------
                           SERIES B CONVERTIBLE STOCK
                                PAR VALUE: $.001


THIS CERTIFIES THAT




IS THE RECORD HOLDER OF


   - Shares of AUTO DATA NETWORK, INC. Series B Convertible Preferred Stock -
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.


         Witness the facsimile seal of the Corporation and the facsimile
                  signatures of its duly authorized officers.


Dated:  3/12/04


                                     [SEAL]

                             Auto Data Network, Inc.
                                    Corporate
                                      Seal
                                    Delaware
                                      *****

/s/ Illegible                                        /s/ Illegible
- ---------------------------                          ---------------------------
Secretary                                            President


                           Countersigned & Registered
                              LIBERTY TRANSFER CO.
                       Box 558, Huntington, NY 11743-0558


                     By: /s/ Illegible
                         ------------------------------
                         Authorized Signature






NOTICE:     Signature  must be  guaranteed  by a firm  which  is a  member  of a
            registered  national  stock  exchange,  or by a bank  (other  than a
            savings bank), or trust company. 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
TEN ENT -- as tenants by the entireties              (Cust)            (Minor)
JT TEN - as joint tenants with right of            under Uniform Gifts to Minors
survivorship and not as tenants in common          Act..........................
                                                             (State)

    Additional abbreviations may also be used though not in the 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, OR ASSIGNEE)


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- ------------------------------------------------------------------------- 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 Corporation with
full power of substitution in the premises.


Dated ____________________________






        -----------------------------------------------------------------------
        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.


                        CURRENT TRANSFER FEE APPLICABLE


"The shares  represented by this  certificate have not been registered under the
Securities Act of 1933, as amended  ):Act").  Such shares have been acquired for
investment  and may not be  publicly  offered  or sold in the  absence of (1) an
effective  registration  statement for such shares under it Act; (2) opinions of
counsel  to the  Company  prior to any  proposed  transfer  to the  effect  that
registration  is not  required  under the Act; or (3) a letter  presented to the
Company,  prior to any proposed  transfer,  from the staff of the Securities and
Exchange Commission,  to the effect that it will not take any enforcement action
if the proposed transfer is made without registration under the Act"