[FRONT OF STOCK CERTIFICATE]
                        [Certificate outlined by border]
                                 [LOGO]
                          ELEXSYS INTERNATIONAL, INC. 

NUMBER LU 6266 [graphic omitted]             SHARES [graphic omitted]
Incorporated Under the                       See reverse for certain definitions
Laws of the State of Delaware                CUSIP 28626C 10 8  
 

This Certifies that
                    ["SPECIMEN" stamped here]

is the record holder of


    FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $1.00 PAR VALUE, OF
       ==================ELEXSYS INTERNATIONAL, INC.==================     

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  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:


/s/ Michael Shimada                          /s/ Milan Mandaric
- - -------------------                          ------------------
Secretary                                    President

                               [GRAPHIC OMITTED]
                          ELEXSYS INTERNATIONAL, INC.
                                 CORPORATE SEAL
                                 DELAWARE 1986

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

[The artwork of the stock certificate is blue with embroidered borders.]



                          [BACK OF STOCK CERTIFICATE]

         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  of
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 applicable laws or regulations:

TEN COM                       - as tenants in common
TEN ENT                       - as tenants in entireties
JT TEN                        - as joint tenants with right of survivorship and 
                              not as tenants in common
UNIF GIFT MIN ACT             -________Custodian________
                                   (Cust)       (Minor)
                              under Uniform Gifts to Minors
                              Act____________________
                                   (State)
UNIF TRF MIN ACT              -________Custodian (until age_________)
                                   (Cust)                    
                               ________under Uniform Transfers to Minors
                                   (Minor)
                              Act____________________
                                   (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
[BOX OMITTED HERE]
                                        ["SPECIMEN" stamped here]
______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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__________________________


                                     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,  SAVING  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS  WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE  MEDALLION  PROGRAM).  PURSUANT TO
S.E.C. RULE 17Ad-15.