Exhibit 4.2

     Certificate                                                  Shares
      Number           EE REVERSE FOR CERTAIN RESTRICTIONS


                       CAPITOL GROUP HOLDINGS CORPORATION

                 INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA


                                 PREFERRED STOCK
The  Corporation  is  authorized  to issue  300,000,000  shares of Common Stock,
$0.001 par value per share and 50,000,000 shares of Preferred Stock,  $0.001 par
value per share.

This  Certifies  that S P E C I M E N is the  owner of  _______  fully  paid and
non-assessable shares of preferred Stock, par value $0.001 per share, of Capitol
Group Holdings Corporation (the "Corporation").

This  Certificate is  transferable  only on the books of the  Corporation by the
holder hereof in person, or by duly authorized attorney,  upon surrender of this
Certificate properly endorsed.

IN WITNESS WHEREOF,  the Corporation has caused this Certificate to be signed by
its duly authorized officers this day of , 20 .




- ----------                                                   ----------
PRESIDENT                                                    SECRETARY






THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE.  THE SECURITIES  ARE  "RESTRICTED  SECURITIES"  AND HAVE BEEN
ACQUIRED FOR  INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO  DISTRIBUTION  OR
RESALE  AND MAY NOT BE SOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  IF SUCH SALE,
PLEDGE,  OR  TRANSFER  WOULD  BE IN  VIOLATION  OF  THE  SECURITIES  ACT  OR THE
SECURITIES LAWS OF ANY STATE.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS,
A  STATEMENT  OF THE  DESIGNATIONS,  PREFERENCES  AND  RELATIVE,  PARTICIPATING,
OPTIONAL OR OTHER SPECIAL  RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH
THE  CORPORATION IS AUTHORIZED TO ISSUE AND THE  QUALIFICATIONS,  LIMITATIONS OR
RESTRICTIONS  OF SUCH  PREFERENCES  AND/OR  RIGHTS.  ANY SUCH  REQUEST  IS TO BE
ADDRESSED TO THE SECRETARY OF THE CORPORATION.




         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                       Act
                                                                  --
         in common                                             (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 POSTAL ZIP CODE OF ASSIGNEE



                                                                       shares
- ----------------------------------------------------------------------
of preferred Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint ___________________________________ attorney
to transfer the said shares 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
OR ENLARGEMENT OR ANY CHANGE WHATEVER.