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                                                                     EXHIBIT 4.2

NUMBER                                                                    SHARES


                      MELITA INTERNATIONAL CORPORATION
            (Incorporated under the laws of the State of Georgia)
    Authorized to Issue 100,000,000 shares of Common Stock, No Par Value


         This certifies that____________[Specimen]____________is the registered 
holder of ______________________________________shares of the authorized common
stock of Melita International Corporation which are fully paid and
non-assessable and which are transferable only on the books of the Corporation
by the holder hereof in person or by Attorney upon surrender of this
Certificate properly endorsed.

         IN WITNESS WHEREOF, the said Corporation has caused this Certificate
to be signed by its duly authorized officers and its Corporate Seal to be
hereunto affixed this ____ day of ___________ A.D., 19__


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Secretary                                             President