{VEO469448.DOC;1/60577.042001/}
--------------------------------------------------------------------------------
             INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
--------------------------------------------------------------------------------


------                                                             -------------
No.                                                                       Shares
------                                                             -------------
                             The State of Washington

[LOGO]                         Ornali  Group  Inc.
            One Hundred Twenty Million Authorized, $0.0001 Par Value

This  Certifies  That  SPECIMEN is the owner of ______________________ Shares of
                       --------
$0.0001  each  of  the  Capital  Stock  of

                                Ornali Group 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     $0.0001     EACH
                        -----------        ---------


<PAGE>
                                   CERTIFICATE
                                       FOR

                                     SHARES

                               [SEAL APPEARS HERE]

                                     OF THE

                                  CAPITAL STOCK


                                Ornali Group Inc.

                                    ISSUED TO

                            ________________________
                                      DATED
                            ________________________



     For  Value  Received  _________  hereby  sell,  assign  and  transfer  unto
________________________________________________________________________________
_________________________________________________________________________ Shares
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>