SPECIMEN
      COMMON STOCK CERTIFICATE

     

    NOT
      VALID
      UNLESS COUNTERSIGNED BY TRANSFER AGENT

     

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

     

    NUMBER

     

    AUTHORIZED
      COMMON STOCK:

     

    20,000,000
      SHARES

     

    PAR
      VALUE: $.001

     

    [LOGO
      OF
      UNIVERSAL CAPITAL MANAGEMENT, INC.]

     

    SHARES

     

    CUSIP
      NO.
      913393 10 4

     

    THIS
      CERTIFIES THAT

     

    IS
      THE
      REGISTERED HOLDER OF

     

    __________________________
      SHARES OF UNIVERSAL CAPITAL MANAGEMENT, 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 signatures of its duly
      authorized officers.

    


    Dated:
      

    


    /s/

    
      
        

      
SECRETARY

    


    [CORPORATE
      SEAL OF UNIVERSAL CAPITAL MANAGEMENT, INC.]

    


    /s/

    
      
PRESIDENT

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    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

    TEN
      ENT -
      as tenants by the entireties

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

    


    UNIF
      GIFT
      MIN ACT- __________ Custodian _____________

                                                 
      (Cust)                                  
(Minor)

     

    under
      Uniform Gifts to Minor Act __________________

                                                                              
      (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
              	 	 	 	 
	 	 	 	
              Signature

            	 


    

                

     

    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
      ENLARGEMENT OR ANY CHANGE WHATEVER. 

    


    NOTICE
      SIGNATURE GUARANTEED:

    SIGNATURE(S)
      MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK
      EXCHANGE, OR BY A BANK (OTHER THAN A SAVINGS BANK), OR TRUST COMPANY, THE
      GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION
      GUARANTEE PROGRAM.

    


    TRANSFER
      FEE WILL APPLY