[FRONT OF CERTIFICATE]

                       INCORPORATED UNDER THE LAWS OF THE 
                                 STATE OF NEVADA

   NUMBER                                                                SHARES

                        HARVEYS ACQUISITION CORPORATION

   This Corporation is authorized to issue 5,000,000 Class A Common Shares at 
       $.01 Par Value, and 5,000,000 Class B Common Shares at $.01 Par Value

THIS CERTIFIES THAT __________________________________________ is the owner of
__________________________________________________ fully paid and nonassessable
shares of the above Corporation transferable only on the books of the 
Corporation by the holder hereof in person or by duly authorized 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 ____________ AD, 19_____.


________________________            [SEAL]              ________________________
President                                               Secretary/Treasurer

                              [BACK OF CERTIFICATE]

   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 ______________________ 19___

               In presence of 

   ___________________________________     _______________________________


    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 ENLARGENMENT, OR ANY CHANGE WHATEVER.