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-----------------                                              -----------------
      NUMBER                       ATEC [LOGO]                      SHARES
      ------                                                        ------
   AR
-----------------                                              -----------------

                                ATEC GROUP, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                               SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                                                             Cusip  002306X 60 4
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                                  Common Stock

This Certifies That:               ATEC [LOGO]
                                   (SPECIMEN)

                                (NOT NEGOTIABLE)

is owner of
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 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.01 PAR VALUE EACH OF
------------------------------ATEC GROUP, 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 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 the  facsimile
            signatures of its duly authorized officers.

DATED:                        Countersigned:

                                                     NORTH AMERICAN TRANSFER CO.
                                                     Box 311, Freeport, NY 11520
                                                                  TRANSFER AGENT

                               BY:

                                                            AUTHORIZED SIGNATURE

                        ATEC GROUP, INC.[Corporate Seal]

   [Signature]                                                   [Signature]
AUTHORIZED SIGNATURE                                        AUTHORIZED SIGNATURE

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<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 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 Minors

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

________________________________________________________________________________


________________________________________________________________________________


_________________________________________________________________________ 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 THE CERTIFICATE.
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THE SIGNATURE TO THE ASSIGNMENT  MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
FACE OF THE 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.
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