INCORPORATED
                  UNDER THE LAWS OF THE STATE OF
                  NEVADA

              	
                 

              


      

    

     

    ERE
      MANAGEMENT, INC.

    


    COMMON
      STOCK

    PAR
      VALUE
      $0.001 EACH

    


    THE
      CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER WHO SO REQUESTS
      THE
      POWERS, DESIGNATIONS, PREFERENCES
      AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
      OF
      STOCK OR SERIES THEREOF
      AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
      RIGHTS

    


    
      	
              This
                is to Certify that

            	 	
              is
                the owner of

            


    

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

     

    ERE
      Managemment, 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.

     

    Witness,
      the seal of the Corporation and the signatures of its duly authorized
      officers.

     

    Dated:
      __________.

     

    
      
        	 	 	 	 	 
	
                CHIEF
                  EXECUTIVE OFFICER  

              	 	
                THIS
                  CERTIFICATE IS SUBJECT TO THE
                  RESTRICTIONS SET FORTH ON THE BACK HEREOF.

              	 	
                SECRETARY

              


      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        NOTICE:
          THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH

        THE
          NAME
          AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
          EVERY
          PARTICULAR

        WITHOUT
          ALTERATION OF ENLARGEMENT OR ANY CHANGE WHATSOEVER

         

      

    

    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)

            
	 	 	 	 	 	 	 
	
              TEN
                ENT

            	 	
              -as
                tenants by the entireties

            	 	 	 	
              Under
                Uniform Gifts to Minors 

            
	 	 	 	 	 	 	 
	
              JT
                TEN

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

            	 	 	 	
              Act
                ____________________

              (State)

            
	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

     

    For
      value received, _________________ hereby sells, assigns and transfers
      unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

     

    
      
        

      

    

     

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

     

    
      
        

      

    

    
       

      
        

      

       

    

    __________________________________________________
      Shares
      of _____________ Common Stock, represented by the
      within Certificate,
      and do hereby irrevocably constitute and appoint 

     

    _________________________________
      Attorney,

     

    to
      transfer the said Shares on the books of the within named Corporation with
      full
      power of substitution in the premises.


     

    Dated
      _________________ 20_________

     

    In
      presence of

     

    _______________________________

    


    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933 (THE “ACT”)
      AND
      MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS SUCH
      REGISTRATION IS NOT REQUIRED.