C
                         AMERICAN CARD TECHNOLOGY, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
               

      COMMON STOCK                                           CUSIP 025040 10 6 
PAR VALUE $.001 PER SHARE                                     SEE REVERSE FOR 
                                                            CERTAIN DEFINITIONS

THIS CERTIFIES that






is the owner of

              FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK,
                        PAR VALUE OF $.001 PER SHARE, OF


American Card Technology, Inc., (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 or assigned. This
Certificate and the shares of Common Stock represented hereby are issued subject
to all of the provisions of the Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Corporation and any
amendments thereto (copies of which are on file with the Transfer Agent and
Registrar), to all of which the holder by acceptance hereof asserts. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

IN WITNESS WHEREOF, the Corporation has caused its facsimile corporate seal and
the facsimile signature of its duly authorized officers to be hereunto affixed.

Dated:




- -------------------------                  ------------------------------------
         SECRETARY                                     PRESIDENT 

                              |   AMERICAN CARD   |
                              |  TECHNOLOGY, INC  |
                              |     CORPORATE     |
                              |       SEAL        |
                              |   1994 DELAWARE   |


Countersigned and Registered:
   AMERICAN STOCK TRANSFER & TRUST COMPANY
                 (New York, NY)

By                     Transfer Agent and Registrar

                               Authorized Signature


                         AMERICAN CARD TECHNOLOGY, INC.

  IN THE EVENT THE CORPORATION IS AUTHORIZED TO ISSUED SHARES OF MORE THAN ONE
CLASS OF STOCK OR SERIES, 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 AUTHORIZED TO BE ISSUED, AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY
BE MADE TO THE CORPORATION OR THE TRANSFER AGENT AND REGISTRAR.


    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 POSTAL 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 shares on the books of the within named Corporation with

full power of substitution in the premises.

Dated ________________________________



           

                     ___________________________________________________________
                     NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND
                     WITH THE NAME NOW AS WRITTEN UPON THE FACE OF THIS
                     CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR
                     ENLARGEMENT, OR ANY CHANGE WHATEVER.