COMMON STOCK                                                       COMMON STOCK



          NUMBER                                                      SHARES

  MAC                           MENLO ACQUISITION CORPORATION

  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                         SEE REVERSE FOR CERTAIN DEFINITIONS
                                         AND A STATEMENT AS TO THE RIGHTS, PRE-
                                         FERENCES, PRIVILEGES AND RESTRICTIONS
                                         OF SHARES

                                                             CUSIP 586818 10 6


         THIS CERTIFIES THAT


                                      SPECIMEN


         IS THE OWNER OF




 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE, OF
                          MENLO ACQUISITION CORPORATION
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 until  countersigned  and registered by
the Transfer Agent and Registrar.
         WITNESS  the  facsimile  seal  of the  Corporation  and  the  facsimile
signature of its duly authorized officers.


Dated:




     /s/ George Greenberg                /s/ Richard Greenberg
     George Greenberg                    Richard Greenberg

                Secretary                Chief Executive Officer and President



                                     (SEAL)




COUNTERSIGNED AND REGISTERED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY (JERSEY
CITY, NJ)
                          TRANSFER AGENT AND REGISTRAR
                                               BY:

                                                    ------------------
                                                    AUTHORIZED OFFICER



<PAGE>


         A statement  of 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  as  established,  from  time  to  time,  by the  Certificate  of
Incorporation  of the Corporation and by any certificate of  determination,  the
number of  shares  constituting  each  class and  series,  and the  designations
thereof, may be obtained by the holder hereof upon request without charge at the
principal office of the Corporation.


         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 right of            under Uniform Gifts to Minors
         Survivorship and not as                   Act______________
         tenants in common                         (State)

                     UNIF TRF MIN ACT- ____________Custodian (until age ______)
                                          (Cust)
                                      __________________under Uniform Transfers
                                         (Minor)
                                      to Minors Act __________________
                                                            (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




_____________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP 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 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   OR
                                       ENLARGEMENT OR ANY CHANGE WHATEVER.




Signature(s) Guaranteed:



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