Number                     Shares

Immecor Corporation
Incorporated under the laws of the State of California  Authorized Capital Stock
50,000,000 Shares without par value

This certifies that ___ is the owner of --- Shares of the Capital Stock of
Immecor Corporation
full paid and non-assessable,  transferable only on the books of the Corporation
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 itys duly  authorized  officers,  and its Corporate  Seal to be hereto
affixed this --- day of --- A.D. 19--

Secretary                           President

"THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED OR QUALIFIED  UNDER ANY STATE  SECURITIES
LAW, AND MAY NOT BE SOLD, TRANSFERRED,  ASSIGNED OR HYPOTHECATED UNLESS THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES,  OR
THE HOLDER  RECEIVES  AN OPINION OF  COUNSEL,  FOR THE HOLDER OF THE  SECURITIES
SATISFACTORY TO THE CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION  IS  EXCEMPT  FROM  THE   REGISTRATION  AND  PROSPECTUS   DELIVERY
REQUIREMENTS OF SUCH ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW."


         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)
 .............................(Minor)
         TEN ENT  -- as tenants by the entireties
         JT TEN  -- as joint tenants with right of survivorship
          under Uniform Gifts to Minors Act
 ..........................................(State).
                      and not as tenants in common
         COM PROP -- as community property
                           Additional  abbreviations may also be used though not
in the above list.

     NOTICE:  THE SIGNATURE OF 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.PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

For Value Received, _____ hereby sell, assign and transfer unto

Please insert Social Security or other Identifying Number of Assignee
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Please Print or Typewrite Name and Address of Assignee
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_________________________________________________________________ Shares
 represented by the within Certificate, and do hereby irrevocably constitute and
 appoint
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to transfer the said Shares on the books of the within named Corporation with
full power
of substitution in the premises.
Dated ______________ 19_____                  Signed __________________________
In presence of _______________________