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                                                                     EXHIBIT 4.2



$.01 PAR VALUE                                                   SEE REVERSE FOR
INCORPORATED UNDER THE LAWS                                  CERTAIN DEFINITIONS
 OF THE STATE OF DELAWARE


                             BANNER AEROSPACE, INC.


THIS CERTIFIES THAT


IS THE OWNER OF


FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A CONVERTIBLE PAID-IN-KIND
PREFERRED STOCK OF Banner Aerospace, Inc. (hereinafter called the "Company")
transferable on the Books of the Company by the holder thereof 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 Company and the facsimile signatures of its
duly authorized officers.

Dated:


SECRETARY                                                             CHAIRMAN

                                                   COUNTERSIGNED AND REGISTERED:
                                                   HARRIS TRUST AND SAVINGS BANK
                                                   By
                                                            AUTHORIZED SIGNATURE





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                             BANNER AEROSPACE, INC.

                 The Corporation will furnish without charge, to each
stockholder who so requests, a copy of the provisions setting forth the powers,
designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof which the Corporation
is authorized to issue, and the qualifications, limitations or restrictions of
such preferences and/or rights.  Any such request may be addressed to the
Secretary of the Corporation or to the Transfer Agent named on the face hereof.

         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) 
                                                                     under Uniform Gifts to Minors 
  JT TEN   --as joint tenants with rights                                                          
             of survivorship and not as                              Act.                             
             tenants 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                                                                
       --------------------------------------                                                        
                                                                                                     
       -------------------------------------------------------------------------------------------   
                                            Please print or typewrite name and address of assignee   
                                                                                                     
                                                                                                                      
       -------------------------------------------------------------------------------------------   
                                                                                                     
                                                                                                                      
       -------------------------------------------------------------------------------------------   
 

                                 shares of the stock represented by the within Certificate and do hereby
       -------------------------                                                                      
       
       irrevocably constitute and appoint                                                                            
                                          --------------------------------------------------------
       Attorney to transfer said shares 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 NAMES, AS WRITTEN 
                                                  UPON THE FACE OF THE 
                                                  CERTIFICATE IN EVERY 
                                                  PARTICULAR, WITHOUT 
                                                  ALTERATION OR ENLARGEMENT, OR
                                                  ANY CHANGE WHATEVER