NUMBER

SHARES

A

AYURCORE, INC.

INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE

CUSIP 054763 10 7

SEE REVERSE FOR
CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

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

AYURCORE, INC.

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney, upon surrender of this Certificate properly
endorsed.

This Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

/s/ Irwin M. Rosenthal

SECRETARY
 
/s/ Deepa Chitre

PRESIDENT

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT
AND REGISTRAR

BY

AUTHORIZED OFFICER

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THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO 
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, 
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND 
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR 
RIGHTS.

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               
TEN ENT -- as tenants by the entireties
JT TEN --  as joint tenants with right of survivorship and not as tenants in 
common
UNIF GIFT MIN ACT --             Custodian
                     -----------           -----------
                      (Cust)                 (Minor)

                     under Uniform Gifts to Minors 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

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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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                                                                   Shares 
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of the capital stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint 

                                                                  Attorney
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to transfer the said stock on the books of the within named Company with full
power of substitution in the premises.

Dated
      -------------------------

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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.

Signature(s) Guaranteed:

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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION 
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS 
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM). 
PURSUANT TO S.E.C. RULE 17Ad-15.

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