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               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
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------                                                            --------------
No.                                                                       Shares
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                              The State of Nevada

[LOGO]                     NEW  HAMPSHIRE  INDUSTRIALS  INC.
                 Twenty-five Million Shares Authorized, $0.001 Par Value

This  Certifies  That  SPECIMEN is the owner of ______________________ Shares of
                       --------
$0.001  each  of  the  Capital  Stock  of

                         NEW HAMPSHIRE INDUSTRIALS 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     $0.001     EACH
                          ----------        ---------


<PAGE>
                                   CERTIFICATE
                                       FOR

                                     SHARES

                               [SEAL APPEARS HERE]

                                     OF THE

                                  CAPITAL STOCK


                         NEW HAMPSHIRE INDUSTRIALS 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>