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                                                                    EXHIBIT 4.2

[FORM OF FACE OF CERTIFICATE]

NEW COMMERCE BANCORP

INCORPORATED UNDER THE LAWS OF SOUTH CAROLINA

THE CORPORATION IS TO ISSUE 10,000,000 SHARES OF COMMON STOCK - PAR VALUE $.01
EACH

This certifies that _______________________________is the registered holder of
_______________________________ Shares of Common Stock which are fully paid and
non-assessable and 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____



____________________________________         ___________________________________
SECRETARY                                    PRESIDENT



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[FORM OF BACK OF CERTIFICATE]

         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               Act____________
         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
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, _____________________

In presence of

__________________________________________________

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 WHATEVER.