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             INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
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------                                                            --------------
No.                                                                       Shares
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                             The State of Washington

[LOGO]                       Dynamic  Ventures  Inc.
                 One Million Shares Authorized, $0.01 Par Value

This  Certifies  That  SPECIMEN is the owner of ______________________ Shares of
                       --------
$0.01  each  of  the  Capital  Stock  of

                                              Dynamic Ventures Inc.

transferable only on the books of the Corporation by the holder hereof in person
or  by  Attorney  upon  surrender  of  this  Certificate  properly  endorsed.

In  Witness  Whereof,  the  said  corporation  has caused this Certificate to be
signed  by  its  duly authorized officers, and to be sealed with the Seal of the
Corporation  this  ______  day  of  _____________  At

[SEAL]


---------------------                                      ---------------------
     President                                                    Secretary

                              -------------       ---------
                              SHARES        $0.01   EACH
                              ------------        ---------


<PAGE>
                                   CERTIFICATE
                                       FOR

                                     SHARES

                               [SEAL APPEARS HERE]

                                     OF THE

                                  CAPITAL STOCK


                              DYNAMIC VENTURES INC.

                                    ISSUED TO

                         -------------------------------
                                      DATED

                         -------------------------------



     For  Value  Received  ______  hereby  sell,  assign  and  transfer  unto

--------------------------------------------------------------------------------
                                                                          Shares
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of  the  Capital  Stock  represented  by  the  written Certificate and do hereby
irrevocably  constitute  and  appoint
                                     -------------------------------------------
to  transfer  the  said  Stock  on  the  books  of  the within named corporation
with  full  power  of  substitution  in  the  premises.


     Dated
           -----------------------

          In  presence  of

                            ----------------------------

---------------------------

NOTICE.  THE  SIGNATURE  OF  THIS  ASSIGNMENT  MUST  CORESPOND  WITH THE NAME AS
WRITTEN  ON  THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION
AND  ENLARGEMENTS  OR  ANY  CHANGE  WHATEVER

     PLEASE  NOTE  THAT  ALL  CERTIFICATES  MUST  BE  LEGENDED  AS  FOLLOWS:

        The shares to be acquired upon  exercise  of  these  warrants  have  not
        been registered under the  Securities  Act  of  1933,  as  amended, (the
        "Act") and may not be  sold,  transferred or otherwise  disposed  of  by
        the holder, unless registered under the act or  unless, in  the  opinion
        of counsel satisfactory to the issuer, the  transfer  qualifies  for  an
        exemption from or exemption to the registration provisions thereof.


<PAGE>