NEW IMAGE
                              INDUSTRIES, INC.

          NUMBER                                          SHARES


INCORPORATED UNDER THE LAWS                 SEE REVERSE FOR CERTAIN DEFINITIONS
 OF THE STATE OF DELAWARE                            CUSIP 645639 10 5


THIS CERTIFIES THAT




IS THE RECORD HOLDER OF


    FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE OF

                          NEW IMAGE INDUSTRIES, INC.
transferabel only on the books of the Corporation by the holder hereof 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
                            NEW IMAGE INDUSTRIES, INC.
                                 [CORPORATE SEAL]
                                  1990 DELAWARE

           /s/ Hal Orr                               /s/ Dewey F. Edmunds
            Treasurer                                       President

COUNTERSIGNED AND REGISTERED:
U.S. STOCK TRANSFER CORPORATION
        (GLENDALE, CA)
         TRANSFER AGENT AND REGISTRAR

BY
                 AUTHORIZED SIGNATURE



   The Corporation shall furnish without charge to each stockholder who so 
requests a statement of the powers, designations, preferences and relative, 
participating, optional or other special rights of each class of stock of the 
Corporation or series thereof and the qualifications limitations or 
restrictions of such preferences and/or rights. Such requests shall be made 
to the Corporation's Secretary at the principal office of the Corporation.

   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 the applicable laws or regulations:

TEN COM -- as tenants in common   UNIF GIFT MIN ACT --        Custodian         
TEN ENT -- as tenants by the entireties               --------         ---------
JT TEN  -- as joint tenants with right of              (Cust)           (Minor)
           survivorship and not as tenants                under Uniform Gifts   
           in commmon                                        to Minors Act      

                                                         -----------------------
                                                                (State)
                          UNIF TRF MIN ACT  --         Custodian (until age    )
                                               --------                     --
                                                (Cust)
                                                          under Uniform Transfer
                                                ---------      to Minors Act
                                                 (Minor)
                                                             -------------------
                                                                   (State)

   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)

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                                                                          Shares
- - --------------------------------------------------------------------------
of theh common 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
     ------------------------------


                              X ------------------------------------------------
                              
                              
                              X ------------------------------------------------
                              NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                              CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE 
                              FACE OF THE CERTIFICATE IN EVERY PARTICULAR, 
                              WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE 
                              WHATEVER.

Signature(s) Guaranteed


By
  ------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN 
ELIGIBLE GUARANTOR INSTITUTION (BANKS, 
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND 
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED 
SIGNATURE GUARANTEE MEDALLION PROGRAM), 
PURSUANT TO S.E.C. RULE 17Ad-16.