NUMBER                               Guitron                              SHARES
                               International Inc.
 COMMON STOCK                                                      COMMON STOCK
PAR VALUE $.001                                                  PAR VALUE $.001

                           Guitron International Inc.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                               CUSIP 40204M 10 1

THIS CERTIFIES THAT

                                                            SEE REVERSE SIDE FOR
                                                             CERTAIN DEFINITIONS

is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE,
                         OF GUITRON INTERNATIONAL INC.
                              (the "Corporation").

      The shares  represented by this  certificate are transferable on the stock
transfer books of the Corporation by the holder of record hereof, or by his duly
authorized  attorney  or  legal  representative,  upon  the  surrender  of  this
certificate  properly  endorsed.  This  certificate  and the shares  represented
hereby are issued and shall be held subject to all provisions of the Certificate
of  Incorporation  and Bylaws of the  Corporation  and any  amendments  thereto,
copies  of  which  are  on  file  at  the  principal  executive  offices  of the
Corporation, to all of which provisions the holder by acceptance hereof assents.
      This certificate is not valid unless  countersigned  and registered by the
Corporation's Transfer Agent and Registrar.
      IN WITNESS  THEREOF,  the  Corporation  has caused this  certificate to be
executed by the  facsimile  signatures of its duly  authorized  officers and has
caused a facsimile of its corporate seal to be hereunto affixed.

Dated:                        [SEAL]


SECRETARY AND TREASURER                                          PRESIDENT

COUNTERSIGNED AND REGISTERED:
 CONTINENTAL STOCK TRANSFER & TRUST COMPANY
             (Jersey City, NJ)
                             TRANSFER AGENT
                              AND REGISTRAR
BY

                         AUTHORIZED OFFICER

<PAGE>

                           GUITRON INTERNATIONAL INC.

      THE ISSUER OF THESE SHARES (THE  "COMPANY") WILL FURNISH WITHOUT CHARGE TO
EACH  STOCKHOLDER  WHO SO  REQUESTS,  A  FULL  STATEMENT  OF ALL OF THE  POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL
RIGHTS OF EACH CLASS OF STOCK OR SERIES  THEREOF  AUTHORIZED TO BE ISSUED BY THE
COMPANY AND THE QUALIFICATIONS,  LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.

      The following  abbreviations,  when used in the inscription of 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)
UNIF TRANS 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
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE


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

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

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

--------------------------------------------------------------------------shares
of the  common  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:_____________________


                                         X______________________________________

                                         X______________________________________

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

Signature(s) Guaranteed

By________________________________
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 17-Ad-15.

KEEP THIS  CERTIFICATE  IN A SAFE PLACE.  IF IT IS LOST,  STOLEN,  MUTILATED  OR
DESTROYED,  THE  CORPORATION  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
ISSUANCE OF A REPLACEMENT CERTIFICATE.