TEMPORARY CERTIFICATE - EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
                             WHEN READY FOR DELIVERY

                                                          

             ------------                                       COMMON STOCK    
                NUMBER                                                          
             ------------                                       ------------    
                                                                   SHARES       
  THIS CERTIFICATE IS TRANSFERABLE IN                           ------------    
THE CITIES OF CHARLOTTE, NORTH CAROLINA                                         
         OR NEW YORK, NEW YORK                                                  
                                                              CUSIP 301953 10 5

                                             SEE REVERSE FOR CERTAIN DEFINITIONS


                                                                        67265 92

                             FAC REALTY TRUST, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND


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     This certifies






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           FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE
                            PAR VALUE OF $.01 EACH OF

                              CERTIFICATE OF STOCK

FAC Realty  Trust,  Inc.  (the  Corporation),  transferable  on the books of the
Corporation  by the owner hereof in person or by duly  authorized  attorney upon
surrender of this Certificate  properly endorsed.  This Certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar.

     Witness the signatures of its duly authorized officers.

Dated                                                      /s/ C. Cammack Morton
                                                                       PRESIDENT

COUNTERSIGNED AND REGISTERED
     FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
          TRANSFER AGENT AND REGISTRAR

BY                                                         /s/ Robin W. Malphrus
                    AUTHORIZED SIGNATURE                               SECRETARY


<PAGE>


                             FAC REALTY TRUST, INC.


     The shares  represented by this  certificate are subject to restrictions on
Beneficial  and  Constructive  Ownership  and  Transfer  for the  purpose of the
Corporation's  maintenance of its status as a Real Estate Investment Trust under
the Internal  Revenue Code of 1986, as amended (the "Code").  Subject to certain
further  restrictions  and except as  expressly  provided  in the  Corporation's
charter;  (i) no Person may  Beneficially  or  Constructively  Own shares of the
Corporation's  Common Stock in excess of 9.8 percent in value of the outstanding
shares of Common Stock of the  Corporation;  (ii) no Person may  Beneficially or
Constructively  Own shares of Equity Stock of the  Corporation  in excess of 9.8
percent  of the value of the  total  outstanding  shares of Equity  Stock of the
Corporation; (iii) no Person may Beneficially or Constructively Own Equity Stock
that would result in the  Corporation  being "closely held" under Section 856(h)
of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and
(iv) no Person may Transfer shares of Equity Stock if such Transfer would result
in the Equity  Stock of the  Corporation  being owned by fewer than 100 Persons.
Any person who Beneficially or  Constructively  Owns or attempts to Beneficially
or Constructively Own shares of Equity Stock which causes or will cause a person
to  Beneficially  or  Constructively  Own shares of Equity Stock in excess or in
violation of the above limitations must immediately  notify the Corporation,  if
the restrictions on transfer are violated, the shares represented hereby will be
automatically converted into shares of Excess Stock, which will be held in trust
by the  Corporation.  In  addition,  upon  the  occurrence  of  certain  events,
attempted Transfers in violation of the restrictions described above may be void
ab initio. All capitalized terms in this legend have the meanings defined in the
charter of the Corporation, as the same may be amended from time to time, a copy
of  which,  including  the  restrictions  on  transfer  and  ownership,  will be
furnished  to each  holder of Capital  Stock of the  Corporation  on request and
without charge.

     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 _______  Under  Uniform  Gifts  to 
                           (Cust)            (Minor)
                          Minors Act _________
                                      (State)

     UNIF TRANS MIN ACT -  ________ Custodian _______  Under  Uniform  Transfers
                            (Cust)            (Minor)                          
                            to Minors Act - Illinois


    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 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_________________________________  ________________________________________
                                        NOTICE:    THE    SIGNATURE    TO   THIS
                                        ASSIGNMENT  MUST   CORRESPOND  WITH  THE
                                        NAME AS  WRITTEN  UPON  THE  FACE OF THE
                                        CERTIFICATE IN EVERY PARTICULAR  WITHOUT
                                        ALTERATION,  ENLARGEMENT  OR  ANY CHANGE
                                        WHATEVER
                                      

Signature(s) Guaranteed:


______________________________________
THE SIGNATURE(S)  SHOULD BE GUARANTEED
BY AN ELIGIBLE  GUARANTOR  INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS  AND CREDIT  UNIONS  WITH
MEMBERSHIP  IN AN  APPROVED  SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad - 15.