============================================================================
       ===================================================================
                              ====================


                       International Financial Group, Inc.

         INCORPORATED IN THE CAYMAN ISLANDS UNDER THE COMPANIES LAW ACT
                         (AS AMENDED FROM TIME TO TIME)
            AUTHORIZED: 50,000,000 ORDINARY SHARES. $0.001 PAR VALUE





This Certifies That                                 See Reverse For
                                                    Certain Definitions
                                                    CUSIP G48511 10 2

is the registered holder of

  FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES, $0.001 PAR VALUE PER SHARE, OF

                       International Financial Group, Inc.

transferable  only on the books of the Company by the holder hereof in person or
by  attorney  upon  surrender  of  this  Certificate  properly  endorsed.   This
Certificate and the shares represented hereby are issued and shall be subject to
all the provisions of the Memorandum and Articles of Association of the Company,
as amended, to all of which the holder by acceptance hereby assents.

IN WITNESS  WHEREOF,  the Company has caused this  Certificate to be executed by
the facsimile signature by its duly authorized officer and to be seated with the
facsimile seal of the Company.

This  Certificate is not valid unless duly  countersigned  by the Transfer Agent
and Registrar.


                                     [SEAL -
                                  INTERNATIONAL
                                    FINANCIAL
                                   GROUP, INC.
                                 CAYMAN ISLANDS]

                                                           (signature K. Mellor)
                                                             PRESIDENT/SECRETARY

                              ====================
       ===================================================================
  ============================================================================


                                    (Reverse)
                       International Financial Group, Inc.
                         Corporate stock Transfer, Inc.
                            Transfer Fee: As Required

--------------------------------------------------------------------------------

     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 of regulations:

TEN COM- as tenants in common    UNIF GIFT MIN ACT ........Custodian for........
                                                    (Cust.)              (Minor)
TENENT    -  as tenants by the entireties          under Uniform Gifts to Minors

JT  TEN   -  as joint tenants with right of     Act of .........................
             survivorship and not as tenants                   (State)
             in common

                                               Additional abbreviations may also
be used though not its 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 type name and address of asignee
    ........................................................................
    ........................................................................
    ........................................................................
    ..................................................................Shares

of  the  Common  stock  represented  by the  within  Certificate  and do  hereby
irrevocably                 constitute                and                appoint
 ........................................................................
 ........................................................................

Attorney  to  transfer  thee  said  stock  on  the  books  of  the  within-named
Corporation. with full power of substitution is the premises.

Dated  ....................................20.......

SIGNATURE GUARANTEED:             X__________________________________


                                  X__________________________________

THE SIGNATURE TO THIS  ASSIGNMENT  MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE  FACE OF  THIS  CERTIFICATE  IN  EVERY  PARTICULAR.  WITHOUT  ALTERATION  OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.  THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE  GUARANTOR   INSTITUTION   (Banks,   Stockbrokers,   Savings  and  Loan
Associations  and  Credit  Unions)  WITH  MEMBERSHIP  1N AN  APPROVED  SIGNATURE
GUARANTEE MEDALLION PROGRAM.