[Front
      of
      Certificate]

    Incorporated
      Under the Laws of the

    State
      of
      Nevada

    


     

    
      	
              Number
                __________

            	
              Shares
                ____________

            
	 	 
	 	
              CUSIP
                NO. ____________

            


    

    


    PSM
      Holding, Inc.

    


    100,000,000
      Authorized Shares $.001 Par Value Non-Assessable

    


    THIS
      CERTIFIES THAT ________________________________________

    


    IS
      THE
      RECORD HOLDER OF ____________________________________

    


    Shares
      of
      PSM HOLDINGS, INC. Common Stock

    transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      surrender of this Certificate properly endorsed. This Certificate is not valid
      until countersigned by the Transfer Agent and registered by the
      Registrar.

    


    Witness
      the facsimile seal of the Corporation and the facsimile signature of its duly
      authorized officers.

    


    Dated:

    


    
      	
              __________________________

            	
              __________________________

            
	
              Secretary

            	
              President

            


    

    PSM
      Holdings, Inc.

    Corporate

    Seal

    Nevada

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    [Back
      of
      Certificate]

    


    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

            	
              UNI
                GIFT MIN ACT . . . . . . . Custodian . . . . . . .

            
	
              TEN
                ENT

            	
              as
                tenants by the entireties

            	
                                                   
                (Cust)                    
                (Minor)

            
	
              JT
                TEN

            	
              as
                joint tenants with right of

            	
              under
                Uniform Gifts to Minors

            
	 	
              survivorship
                and not as

            	
              Act
                . . . . . . . . . . . . . . . 

            
	 	
              tenants
                in common

            	
                             
                (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

     

     

      
        

      

    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

     

      
        

      

      
        

      

    

    ______________________________________________________________________
      Shares of the capital stock represented by the within certificate, and do hereby
      irrevocably constitute and appoint
      ______________________________________________ Attorney to transfer the said
      stock on the books of the within named Corporation with full power of
      substitution in the premises.

    


    Dated:
      ________________________

    


    


    


    


    


    


    


    
      
        

      

    

    
      	NOTICE:	
              SIGNATURE
                MUST CORRESPOND TO THE NAME AS WRITTEN UPON THIS PAGE OF THIS CERTIFICATE
                IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, BROKER OR ANY OTHER
                ELIGIBLE
                GUARANTOR INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER THE SECURITIES
                TRANSFER AGENTS MEDALLION PROGRAM (STAMP) UNDER RULES PROMULGATED
                BY THE
                U.S. SECURITIES AND EXCHANGE COMMISSION.