NUMBER                                                                    SHARES

 NY



                                    WORKSAFE
                                         INDUSTRIES INC.


                            WORKSAFE INDUSTRIES INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK

COMMON SHARES                                                  CUSIP 98138R 10 9

THIS CERTIFIES THAT



is the owner of

                  FULLY PAID AND NON-ASSESSABLE SHARES OF THE
            PAR VALUE OF TWELVE CENTS ($.12) OF THE COMMON STOCK OF

                            WORKSAFE INDUSTRIES INC.

                                     COMMON

(herein called the "Corporation"), transferable on the books of said Corporation
by the holder of Common Stock by duly authorized authority upon the surrender of
this  certificate  properly  endorsed.  This  certificate  is not  valid  unless
countersigned by the transfer agent and registered by the registrar.

     WITNESS the facsimile seal


Dated:

/s/                                     /s/
----------------                        ---------------------
SECRETARY                               PRESIDENT

               COUNTERSIGNED AND REGISTERED:
                    AMERICAN STOCK TRANSFER & TRUST COMPANY
                         New York, NY 10005
                                                                  TRANSFER AGENT
                                                                   AND REGISTRAR

BY

                                                            AUTHORIZED SIGNATURE


SEE TREVERSE
FOR CERTAIN
DEFINITIONS

<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:

<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 sells,  assigns and transfers
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  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 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)   SHOULD  BE  GUARANTEED  BY  AN  ELIBIBLE
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.