NUMBER                                                                    SHARES
C

                         ALL COMMUNICATIONS CORPORATION

             INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY

                                                              SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                                                              CUSIP  016628 10 9

                                  COMMON STOCK

THIS CERTIFIES THAT:



IS OWNER OF



FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE PER SHARE, OF

                         ALL COMMUNICATIONS CORPORATION


transferable  on the books of the  Corporation  in person  or by  attorney  upon
surrender of this  certificate  duly endorsed or assigned.  This certificate and
the  shares  represented  hereby  are  subject  to the laws of the  State of New
Jersey,  and to the Certificate of Incorporation  and Bylaws of the Corporation,
as  now or hereafter amended. This certificate is not  valid until countersigned
by the Transfer Agent.

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


DATED:


                         ALL COMMUNICATIONS CORPORATION
                                   CORPORATE
                                      SEAL
                                      1991
                                   NEW JERSEY

     /s/ ANDREA GRASSO                                  /s/ RICHARD REISS
          SECRETARY                                         PRESIDENT


COUNTERSIGNED AND REGISTERED:
    AMERICAN STOCK TRANSFER & TRUST COMPANY, NEW YORK, NY
                                       TRANSFER AGENT AND REGISTRAR

BY:


                                              AUTHORIZED SIGNATURE






     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 right of                              under Uniform Gifts to Minors
          survivorship and not as tenants
          in common                                                           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
 ______________________________________
|______________________________________|


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

________________________________________________________________________________


________________________________________________________________________________

__________________________________________________________________________Shares
of the 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 WHATSOEVER.




THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION  FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY  PARTICULAR,  WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER,  AND MUST BE GUARANTEED BY A
COMMERCIAL  BANK OR TRUST  COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR
OTHER  RECOGNIZED  STOCK  EXCHANGE IN  CONFORMANCE  WITH A  SIGNATURE  GUARANTEE
MEDALLION PROGRAM.
________________________________________________________________________________
STOCK MARKET INFORMATION EXCHANGE
www.stockinformation.com

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