see reverse for
certain definitions
                                                             [CUSIP 82454P 10 3]

                        Shimoda Resources Holdings, Inc.
                              A Nevada Corporation


     NUMBER                                                          SHARES


This Certifies That


is the owner of



fully paid and nonassessable shares of $0.001 Par Value Common Stock of

                        Shimoda Resources Holdings, Inc.

transferable only on the books of the corporation by the holder hereof in person
or by a duly authorized  attorney upon surrender of this certification  properly
endorsed.  This  certificate  is not valid until  countersigned  by the Transfer
Agent.

In Witness Whereof,  the corporation has caused this  certification to be signed
by the  facsimile  signatures of its duly  authorized  officers and to be sealed
with the facsimile seal of the corproation.


Dated:



     SECRETARY              [CORPORATE SEAL OMITTED]              PRESIDENT


                           COUNTERSIGNED
                                    General Securities Transfer Agency, Inc.
                               P.O. Box 3805, Albuquerque, New Mexico 87190-3805


                           BY___________________________________________________
                               Transfer Agent & Registrar Authorized Signature




<PAGE>

  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 survivorship and not as             under Uniform Gifts to Minors
            tenants in common                      Act__________________________
                                                                 (State)


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

  PLEASE INSERT SOCIAL SECURITY OR
             OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
   [                            ]

  For Value Received_______________________hereby sell, assign and transfer unto

  ______________________________________________________________________________
                   Please print or typeweite name and address
                     including postal 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.

  NOTICE:  The  signature of the  assignment  must  correspond  with the name as
  written  upon  the  face of the  Certificate,  in  every  particular,  without
  alteration or enlargement, or any change whatsoever.


         Dated________________________


                                            Signature___________________________



  Signature Guaranteed:

  SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
  FOLLOWING  STOCK  EXCHANGES:  NEW YORK STOCK  EXCHANGE,  PACIFIC  COAST  STOCK
  EXCHANGE, AMERICAN STOCK EXCHANGE, MIDWEST STOCK EXCHANGE.

  ______________________________________________________________________________