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    NUMBER                                                      SHARES

                                                          Cusip No. 449 292 20 0

                                      ICOA
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

       AUTHORIZED SHARES 150,000,000       PAR VALUE $.0001 Per Share

THIS CERTIFIES THAT                                                      is the
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owner of                                                               Shares of
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                                   ICOA, Inc.

fully paid and non-assessable, transferable only on the books of the Corporation
in person or by Attorney upon surrender of this Certificate properly endorsed.


In Witness  Whereof,  the said  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officers,  and its Corporate Seal to be hereunto
affixed

    This             day                   of _____________________ A.D. 19_____



     -----------------------------            -----------------------------
                         Secretary                                President


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<PAGE>

                         [REVERSE SIDE OF CERTIFICATE]


         Signature  must  be  guaranteed  by  a  firm  which  is a  member  of a
registered stock exchange,  or by a bank (other than a savings bank), or a trust
company.
         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 tenants        Act.............................
         in common                                                       (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
        [                  ]
        [                  ]

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 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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-------------------------------------------------------------------------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 of 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 whatsoever.