Lumenon Innovative Lightwave Technology Inc Watch

from 8-K ~20 pages Amended & Restated Convertible Note

from S-8 ~10 pages Second Amended & Restated By-Laws

from 8-K ~20 pages Form of Stock Purchase Warrant Dated July 25, 2000

from 8-K ~20 pages Form of Convertible Note Dated July 25, 2000

from 10-12G 1 page Indenture or similar

from 10-12G ~5 pages Stock Option Incentive Plan

from 10-12G 1 page Not Valid Unless Countersigned by Transfer Agent Incorporatred Under the Laws of the State of Delaware Capitalization 20,000,000 Shares Cusip 55024l 10 9 Common Stock Number at $.001 Par Value Shares 1081 4,187,500 Lumenon Innovative Lightwage Technology, Inc. This Certifies That Restricted Stock See Reverse Side for Legend Is the Record Holder of 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: December 2, 1998 Secretary President * Corporate Seal * Corporate Seal * Corporate Seal Lumenon Innovative Lightwave Technology Inc. the Shares of Stock Represented by This Certificate Have Not Been Registered Under the Securities Act of 1933, as Amended, and May Not Be Sold or Otherwise Transferred Unless a Compliance With the Registration Provisions of Such Act Has Been Made or Unless Availability of an Exemption From Such Registration Provisions Has Been Established, or Unless Sold Pursuant to Rule 144 Under the Securities Act of 1933