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from SB-2 1 page Cusip No. 60365n 10 2 Number Minimally Invasive Shares Surgery Corporation Restricted Securities Authorized Common Stock: 20,000,000 Shares Par Value: $.001 the Shares of Stock Represented by This Certificate Have Not Been Registered Under the Securities Act of 1933 (As Amended), "The Act") or Any State Securities Law, and May Not Be This Certifies That Transferred or Sold Unless an Exemption From Such Registration Provisions Is Available (The Issuer and/or Its Transfer Agent Have an Option to Require That Availability of an Exemption Be Established by an Opinion of Counsel Which Is Satisfactory to Them). Is the Record Holder of Countersigned & Registered; American Registrar & Transfer Co. P.O. Box 1799 * Salt Lake City, Ut 84110 by Registrar-Authorized Signature --Shares of Minimally Invasive Surgery Corporation 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 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: - [Corporate Seal] Secretary President

from SB-2 ~5 pages Form of Common Stock Purchase Warrant

from SB-2 ~10 pages Series a Warrant Agreement