Incorporated under the laws of the State of Delaware

Number                                             Shares

                  INSTANTRX, INC.

This certifies that       is the registered holder of          shares of

                   INSTANTRX, INC.
FULLY PAID AND NON-ASSESSABLE COMMON STOCK

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.

SECRETARY                                  PRESIDENT