INCORPORATED
                UNDER THE LAWS OF THE STATE OF NEVADA

               

              C.E.
                ENTERTAINMENT, INC INC.

               

              COMMON
                STOCK

              PAR
                VALUE $0.001 EACH

            	


    

     

    THE
      CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER 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

    


    
      	
              This
                is to Certify that

            	 	
              is
                the owner of

            
	 


    

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

     

    C.E.
      ENTERTAINMENT, 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.

     

    Witness,
      the seal of the Corporation and the signatures of its duly authorized
      officers.

     

    Dated:

    

      
        	
                __________________________

              	 	
                ___________________________

              
	
                CHIEF
                  EXECUTIVE OFFICER

              	
                THIS
                  CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SET
                  FORTH ON THE BACK HEREOF.

              	
                SECRETARY

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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

            	 	
              UNIF
                GIFT MIN ACT -

            	 	
              ..........
                Custodian .........

              (Cust.)                   (Minor)

            
	
              TEN
                ENT

            	 	
              -as
                tenants by the entireties

            	 	 	 	
              Under
                Uniform Gifts to Minors 

            
	
              JT
                TEN

            	 	
              -
                as joint tenants with right of survivorship
                and not as tenants in common

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

              (State)

            
	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    NOTICE:
      THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH

    THE
      NAME
      AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
      EVERY
      PARTICULAR

    WITHOUT
      ALTERATION OF ENLARGEMENT OR ANY CHANGE WHATSOEVER

     

    For
      value received, _________________ hereby sells, assigns and transfers
      unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

    
      	 	 	 


    

    


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

     

    
      
  

    
      

    

     

    __________________________________________________
      Shares
      of _____________ Common Stock, 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
      _________________ 20_________

    In
      presence of

    ___________________________

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”)
      AND
      MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS SUCH
      REGISTRATION IS NOT REQUIRED.