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<page> Common Shares Common Shares [Logo] Net Perceptions, Inc. <table> <s> <c> Incorporated Under the Laws of the State of Delaware Cusip 64107u 10 1 See Reverse for Certain Definitions </Table> This Certifies That Is the Owner of Fully Paid and Nonassessable Shares of Common Stock, $0.0001 Par Value, of -Net Perceptions, Inc.- Transferable 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-Registrar. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers. Dated: Secretary President <page> 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: <table> <s> <c> <c> <c> 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 Under Uniform Gifts to Minors of Act .............................. Survivorship and Not as (State) Tenants in Common </Table> Additional Abbreviations May Also Be Used Though Not in the Above List. for Value Received Hereby Sell, Assign and Transfer Unto <table> <s> <c> Please Insert Social Security or Other Identifying Number of Assignee </Table> - Please Print or Typewrite Name and Address of 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 or Enlargement or Any Change Whatever. Signature Guaranteed By
