Specimen of Common Stock Certificate

     Number                                                         Shares
RS _____________                                                 ______________

                        Millennium Group Holdings, Inc.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                                  COMMON STOCK

                                                               CUSIP 60036F 30 6

THIS CERTIFIES THAT:


is owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.001 PAR VALUE EACH OF

                        MILLENNIUM GROUP HOLDINGS, INC.

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 Delaware,
and to the Certificate of Incorporation  and By-laws 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: ____________     COUNTERSIGNED:
                                          OLDE MONMOUTH STOCK TRANSFER CO., INC.
                               77 MEMORIAL PARKWAY, ATLANTIC HIGHLANDS, NJ 07716
                                                                  TRANSFER AGENT

                        BY:

                                                            AUTHORIZED SIGNATURE

                                [CORPORATE SEAL]

/s/ Roger Carlsten                                     /s/ Robert Felleman
- ------------------                                     --------------------
      SECRETARY                                             PRESIDENT




         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                           ---------------
JT TEN - as joint tenants with right                             (Cust) (Minor)
         of survivorship and not as tenants       under Uniform Gifts to Minors
         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  CORPORATION  WILL  FURNISH TO ANY  STOCKHOLDER,  UPON  REQUEST  AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS,  RELATIVE RIGHTS,  PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES  AUTHORIZED TO BE ISSUED,  SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD
TO DIVIDE THE SHARES  INTO  CLASSES  OR SERIES AND TO  DETERMINE  AND CHANGE THE
RELATIVE  RIGHTS,  PREFERENCES  AND  LIMITATIONS  OF ANY CLASS OR  SERIES.  SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE  CORPORATION  OR THE TRANSFER  AGENT
NAMED ON THIS CERTIFICATE.
________________________________________________________________________________
THE SIGNATURE TO THE ASSIGNMENT  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               COLUMBIA FINANCIAL PRINTING CO.,
www.stockinformation.com                        P.O. BOX 219, BETHPAGE, NY 11714

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