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COMMON STOCK                                                COMMON STOCK
                                    KIDEO(TM)
   NUMBER                                                      SHARES



                            KIDEO PRODUCTIONS, INC.

INCORPORATED UNDER THE LAWS                            CUSIP 4938OR 10 7
 OF THE STATE OF DELAWARE                 SEE REVERSE FOR CERTAIN ABBREVIATIONS




THIS CERTIFIES that






is the owner of

  FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE
                                COMMON STOCK OF

                            KIDEO PRODUCTIONS, INC.

(hereinafter called the "Corporation"), transferable on the books of the
Corporation by the holder hereof in person or by his duly authorized Attorney
upon surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and
Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signature
of its duly authorized officers.

                              CERTIFICATE OF STOCK




Dated:




/s/ Richard D. Bulman                      /s/ Richard L. Bulman
- -------------------------                  ------------------------------------
         SECRETARY                         PRESIDENT AND CHAIRMAN OF THE BOARD


                                 CORPORATE SEAL
                            KIDEO PRODUCTIONS, INC.
                                 1994 DELAWARE


Countersigned and Registered:
                    AMERICAN STOCK TRANSFER & TRUST COMPANY
                                                    Transfer Agent and Registrar

By

                                                              Authorized Officer

                            KIDEO PRODUCTIONS, INC.

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


    Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,___________________ hereby sell, assign and tranfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________________________________________________

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

_______________________________________________________________________________

_______________________________________________________________________________

_________________________________________________________________________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 Company with full

power of substitution in the premises.

Dated ________________________________





                        _______________________________________________________
                        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:



______________________________________________________________
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-15.