<PAGE>


   NUMBER                                                          SHARES


                      YAPALOT COMMUNICATIONS HOLDINGS INC.

                    INCORPORATED UNDER THE LAWS OF DELAWARE

                                                               SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS


                                  COMMON STOCK             CUSIP  98484P  10  3


                                   [SPECIMEN]
                                [NOT NEGOTIABLE]


This Certifies That:

is owner of:


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.001 PAR VALUE EACH OF
                      YAPALOT COMMUNICATIONS HOLDINGS INC.

transferrable 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:
                               INTERNATIONAL REGISTRAR AND TRANSFER AGENCY, INC.
                                          P.O. BOX 62405, BOULDER CITY, NV 85006
                                                                  TRANSFER AGENT
                            BY:


                                                            AUTHORIZED SIGNATURE


                                [CORPORATE SEAL]


        /s/ Dimitra Kagiannis                             /s/ Yuval Barzakay
          SECRETARY                                       PRESIDENT


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         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        UNIF GIFT MIN ACT -       Custodian
TEN ENT - as tenants by the                               ----------------------
          entireties                                       (Cust)       (Minor)
JT TEN  - as joint tenants with                    under Uniform Gifts to Minors
          right of survivorship                         Act
          and not as tenants in                             -----------------
          common                                                       (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)

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                                                                          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 ON 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 THIS CERTIFICATE.
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THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION ON 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.