Veridigm, Inc. Watch

from SB-2 ~5 pages Indenture or similar

from S-8 POS ~10 pages Indenture or similar

from S-8 POS ~5 pages Indenture or similar

from S-8 POS ~5 pages Indenture or similar

from S-8 ~10 pages Option Issued to David Marks Dated 8/31/2000

from S-8 ~5 pages Option Issued to David Marks Dated 8/31/2000

from S-8 ~5 pages Option Issued to David Marks Dated 8/31/2000

from 10SB12G 1 page Common Stock Incorporated Under the Laws Common Stock of the State of Delaware ===number=== ===shares=== Fc- ============ ============ Fonecash, Inc. Cusip 3446oa 10 9 See Reverse Side for Certain Definitions This Is to Certify That Specimen Is the Owner of Fully Paid and Non-Assessable Shares of the Common Stock, $0.0001 Par Value of Fonecash, Inc. (Thereinafter Called the "Corporation") Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby Are Issued and Shall Be Held Subject to All the Provisions of the Certificate of Incorporation and By-Laws of the Corporation and the Amendments From Time to Time Made Thereto, Copies of Which Are or Will Be on File at the Principal Office of the Corporation, to All of Which the Holder by Acceptance Hereof Assents. This Certificate Is Not Valid Unless Countersigned by the Transfer Agent and Registrar. Fonecash, Inc. Corporate Seal 1997 Delaware /S/ Judy Pauls /S/ Daniel E. Charboneau Secretary President Countersigned and Registered: Manhattan Transfer Registrar Co. (Holbrook, N.Y.) by Transfer Agent and Registrar Authorized Signature 65