NUMBER                                                                    SHARES
UV                                                                  COMMON STOCK
COMMON STOCK                                               CUSIP NO. 913138 20 2


                                     [LOGO]

                           UNITED VANGUARD HOMES, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


         THIS CERTIFIES THAT                                is the owner of

                  fully paid and  non-assessable  shares,  of the $.01 par value
each of the Common Stock of UNITED  VANGUARD  HOMES,  INC.  transferable  on the
books of the  Corporation  by the holder hereof in person or by duly  authorized
attorney upon surrender of this Certificate properly endorsed.

         This  Certificate  is not valid  unless  countersigned  by the Transfer
Agent and Registrar.

         WITNESS  the  facsimile  seal  of the  Corporation  and  the  facsimile
signatures of its duly authorized officers.


Dated:

/S/THERESA A. GOVIER                         /S/LARRY L. LAIRD
-----------------------------------          -----------------------------------
SECRETARY                                             PRESIDENT

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

                                             BY
                                               ---------------------------------
                                                              AUTHORIZED OFFICER
<PAGE>
                           UNITED VANGUARD HOMES, INC.

         The  Corporation  will  furnish to any  stockholder,  upon  request and
without  charge,  (i) a full  statement  of the  designation,  relative  rights,
preferences and limitations of the shares of each class authorized to be issued,
(ii) the designation,  relative rights, preferences and limitations of each such
series so far as the same have been fixed,  and (iii) the authority of the Board
of  Directors  to  designate  and  fix  the  relative  rights,  preferences  and
limitations of other series.

         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 ____
                                                       (Cust)           (Minor)
                                                 under Uniform Gifts to Minors
                                                 Act__________________________
                                                          (State)

TEN ENT - as tenants by the entireties

JT TEN  - as joint tenants with right of
          survivorship and not as
          tenants in common



         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  capital  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   signatures  to  this   assignment  and
                                    correspond with the name as written upon the
                                    face   of   this    certificate   in   every
                                    particular,     without     alteration    or
                                    enlargement of any change whatever.

Signature(s) Guarantee:



-------------------------------------------
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  MEDALLION  SIGNATURE  GUARANTEE  PROGRAM) PURSUANT TO
S.E.C. RULE 17Ad-15.


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