MAY 9, 1996

INCORPORATED UNDER THE LAWS                      OF THE STATE OF CALIFORNIA
       NUMBER                                             SHARES
         3


                                    [LOGO]

                           CONSUMER NET MARKETPLACE
                 AUTHORIZED: 20,000,000 SHARES COMMON STOCK


THIS CERTIFIES THAT ______________________________ IS THE REGISTERED HOLDER 
OF _________________________  SHARES OF THE ABOVE NAMED CORPORATION 
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.________________



                                    [SEAL]

- -------------------------                       -----------------------------
                SECRETARY                                           PRESIDENT



FOR VALUE RECEIVED, _____ HEREBY SELL, ASSIGN AND TRANSFER UNTO 
_____________________________________________________________________
_____________________________________________________________________ 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 ______________________   __________________________