[OBJECT OMITTED]
[OBJECT OMITTED]
                                    BIOMASSE
                               INTERNATIONAL, INC.


CUSIP  09061D 10 8



This certifies that
is the owner of

          Fully Paid and Non-Assessable Shares of BIOMASSE INTERNATIONAL, INC..
Class B Common Stock

transferable  only  on the  books  of the  Corporation,  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 held
subject to all of the provisions of the Certificate of Incorporation  and Bylaws
of this Corporation,  and all amendments thereto, copies of which are on file at
the  principal  office  of  this  Corporation.  In  Witness  Whereof,  the  said
Corporation has caused this Certificate to be signed by the facsimile signatures
of its duly authorized officers and to be sealed with the facsimile seal of this
Corporation.  This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.

[OBJECT OMITTED]
Dated:



                   TRANSFER FEE $15.00 PER CERTIFICATE ISSUED


NOTICE       Signature  must be  guaranteed  by a firm  which is a  member  of a
             registered national stock exchange; or by a bank or a trust company
             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 ap- plicable laws or regulations

                  TEN    COM--as    tenants    In    common    UNIF   GIFT   MIN
                  ACT_____Custodian_______ TEN ENT--as tenants by the entireties
                  (Cust)  (minor) JT TEN--as  joint  tenants with right of under
                  Uniform  Transfers to Minors  survivorship  and not as tenants
                  ACT--_______________________ in common (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


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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

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________________________________________________________________________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. THE SIGNATURE(S) MUST BE MEDALLION
                      GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH
                      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
                      PROGRAM PURSUANT TO S.E.C. RULE 17AD-15.