NUMBER                          RETROSPETTIVA, INC.                 [Illegible]

            INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA
              AUTHORIZED: 15,000,000 COMMON SHARES, NO PAR VALUE


THIS CERTIFIES THAT


IS THE OWNER OF


     FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF
                              RETROSPETTIVA, INC.

TRANSFERABLE ONLY ON THE BOOKS OF THE COMPANY BY THE HOLDER HEREOF 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 SUBJECT TO ALL THE PROVISIONS OF THE ARTICLES OF INCORPORATION, TO 
ALL OF WHICH THE HOLDER BY ACCEPTANCE HEREBY ASSENTS.

     IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS CERTIFICATE TO BE SIGNED 
BY ITS DULY AUTHORIZED OFFICERS AND THE FACSIMILE SEAL OF THE COMPANY TO BE 
DULY AFFIXED HERETO.

THIS CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND 
REGISTRAR.

DATED:


                                    RETROSPETTIVA, INC.
                                      [CORPORATE SEAL]
                                        CALIFORNIA

SECRETARY                                                             PRESIDENT

COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370 - 17TH STREET, SUITE 2350, DENVER, COLORADO 80202
BY
   -----------------------------------
   TRANSFER AGENT AUTHORIZED SIGNATURE




                              RETROSPETTIVA, INC.
                         CORPORATE STOCK TRANSFER, INC.
                      TRANSFER FEE: $12.00 PER CERTIFICATE




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  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
   TEN ENT   -- as tenants by the entireties
   JT TEN    -- as joint tenants with right of survivorship and not as 
                tenants in common

UNIF GIFT MIN ACT --                      Custodian for                   
                     --------------------               ------------------
                           (Cust.)                            (Minor)
                     under Uniform Gifts to Minors

                     Act of 
                            ----------------------------------------------
                                              (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 type name and address of assignee

     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     --------------------------------------------------------------------------
     --------------------------------------------------------------------Shares
     of the 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                  19            
           ----------------    -----------


SIGNATURE GUARANTEED:                           X
                                                 -----------------------------

                                                X
                                                 -----------------------------

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN 
UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR 
ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST 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-15.