Contract

by Bionovo
July 5th, 2005

EXHIBIT 4.2 NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA BIONOVO, INC. AUTHORIZED COMMON STOCK: 90,000,000 SHARES PAR VALUE: $0.001 Number Shares CUSIP 090643 10 7 THIS CERTIFIES THAT Is The Record Holder Of Shares of BIONOVO, INC. Common 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 unless 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: - -------------------------- President [SEAL] - -------------------------- Secretary Countersigned & Registered:_________________________________________________ Countersigned Transfer Agent-Authorized Signature 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_________ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gift to Minors JT TEN - as joint tenants with right Act___________________________ of survivorship and not as (State) tenants in common 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, 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 Notice Signature Guaranteed: - -------------------------------------------------------------------------------- SIGNATURE(S) 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 A TRUST COMPANY. THE GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM. TRANSFER FEE WILL APPLY.