NUMBER                                                              SHARES


                            GOLDEN GATE HOMES, INC.
              Incorporated Under the Laws of the State of Delaware
                                                                See the reverse
                                                                for certain
                                                                definitions
                                COMMON STOCK               CUSIP 381047 10 9

THIS CERTIFIES THAT:




IS THE OWNER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.0001 PAR VALUE EACH OF
=============================GOLDEN GATE HOMES, INC.============================
transferable  on  the  books  of  the  Corporation in person or by attorney upon
surrender  of  this  certificate duly endorsed or assigned. This certificate and
the  shares represented hereby are subject to the laws of the State of Delaware,
and  to  the  Certificate of Incorporation and the Bylaws of the Corporation, as
now  or  hereafter amended. This certificate is not valid until countersigned by
the  Transfer  Agent.

WITNESS the facsimile seal of the Corporation and facsimile signatures of its
duly authorized officers.

DATED:                         SEAL           Countersigned  by:
                                              CONTINENTAL STOCK TRANSFER & TRUST
                                              COMPANY
                                                       JERSEY CITY, NJ
                                                       TRANSFER AGENT

                 CHAIRMAN                    CHIEF EXECUTIVE OFFICER
<PAGE>
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 and regulations:

TEN COM - as tenants in common                UNIF GIFT MIN ACT -  Custodian
TEN ENT - as tenants by the entireties                       (Cust)      (Minor)
JT TEN  - as joint tenants with right         under the Uniform Gifts to
          of suvivorship and not as           Minors 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
 NUMBER OR OTHER IDENTIFYING
 NUMBER OF ASSIGNEE]
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    Please print or type name and address, including ZIP code, of assignee
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shares of the 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: the signature to this assignment
                                        must correspond with the name as written
                                        upon the face of the certificate in
                                        every particular, without alteration or
                                        enlargement or any change whatsoever.

The  Corporation  will  furnish  to  any  stockholder,  upon request and without
charge,  a  full statement of the designations, relative rights, preferences and
limitations  of  the shares of each class and series authorized to be issued, so
far as the same have been determined, and of the authority, if any, of the Board
to  divide  the  shares  into  classes or series and to determine and change the
relative  rights,  preferences  and  limitations  of  any  class or series. Such
request may be made to the Secretary of the Corporation or to the Transfer Agent
named  on  this  certificate.
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The  signature to the assignment must correspond to the name as written upon the
face  of this certificate in every particular, without alteration or enlargement
or  any  change whatsoever, and must be guaranteed by a commercial bank or trust
company  or  a  member  firm of a national or regional or other recognized stock
exchange  in  conformance  with  a  signature  guarantee  medallion  program.