EXHIBIT 4.3



                       [FORM OF FACE OF STOCK CERTIFICATE]

                         APEX WEALTH ENTERPRISES LIMITED

Number                                                     Shares

This certifies that

is the record holder of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF

                         APEX WEALTH ENTERPRISES LIMITED



     (hereinafter  called  the  Corporation)  transferable  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 and registered by the Transfer Agent and Registrar.



Witness the facsimile signatures of the Corporation's duly authorized officers.



         Dated:                            , 2003

                  CHAIRMAN OF THE BOARD AND

                  CHIEF EXECUTIVE OFFICER                            SECRETARY

         Countersigned and Registered:

         American Stock Transfer Trust Company

         By



         Authorized Signature



                     [FORM OF REVERSE OF STOCK CERTIFICATE]

                       EURO TECH HOLDINGS COMPANY LIMITED



     The  Corporation  will 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 or
series  thereof and the  qualifications,  limitations  or  restrictions  of such
preferences and/or rights.

  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, including zip code of assigned)



OF   THE CAPITAL  STOCK  REPRESENTED  BY THE WITHIN  CERTIFICATE, AND DO HEREBY
     IRREVOCABLY CONSTITUTE AND APPOINT  _______________________________________
     ATTORNEY TO TRANSFER THE SAID STOCK ON 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
                                     names(s) as written upon the face of
                                     the certificate, in every particular,
                                     without alteration or enlargement, or
                                     any change whatsoever.