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                                  PROTARGA(TM)

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                              CERTIFICATE OF STOCK


                                                       CUSIP 74364D 10 6
                                             SEE REVERSE FOR CERTAIN DEFINITIONS



This
Certifies
that





is the owner of


 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001, OF

                                 PROTARGA, Inc.

transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued under and shall be
subject to all of the provisions of the Certificate of Incorporation of the
Corporation and any amendments thereto, copies of which are on file with the
Corporation and the Transfer Agent, to all of which the holder by acceptance
hereof assents. This Certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.

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

Dated:



                           [SEAL OF PROTRARGA, INC.]



/s/ ROBERT DICKEY IV                                     /s/ NIGEL L. WEBB

SENIOR VICE PRESIDENT, FINANCE                           CHAIRMAN, PRESIDENT AND
AND CHIEF FINANCIAL OFFICER                              CHIEF EXECUTIVE OFFICER









COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, N.Y.)                  TRANSFER AGENT
                                  AND REGISTRAR

BY


AUTHORIZED SIGNATURE

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                                 PROTARGA, INC.

      THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, A STATEMENT OF THE DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

      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:

<Table>
<S>                                                       <C>
      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 right of                              under Uniform Gifts to Minors
                survivorship and not as tenants                             Act_______________
                in common                                                          (State)
</Table>

     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
 _____________________________________
|                                     |
|_____________________________________|



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

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the 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_________________________


                         _______________________________________________________
                         NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                         CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
                         THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                         OR ENLARGEMENT OR ANY CHANGE WHATEVER.


Signature(s) Guaranteed:


____________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.