<PAGE>
 
  NUMBER                        Vitafort (TM)                           SHARES
VIR                        INTERNATIONAL CORPORATION


INCORPORATED UNDER THE LAWS                                   SEE REVERSE FOR 
 OF THE STATE OF DELAWARE                                   CERTAIN DEFINITIONS


    THIS CERTIFIES that                               CUSIP 928467 30 7





    is the owner of


 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF THE PAR VALUE OF
                                $.0001 EACH OF 

                      VITAFORT INTERNATIONAL CORPORATION
CERTIFICATE OF STOCK 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 and the shares represented 
hereby are issued and shall be held subject to all of the provisions of the 
Certificate of Incorporation and all amendments thereto; to all of which the 
holder by acceptance hereof assents.
     This certificate is not valid until countersigned by the Transfer Agent.
     WITNESS the facsimile seal of the Corporation and the facsimile signatures 
of its duly authorized officers.

Dated

     /s/ Frank J. Hariton      [CORPORATE SEAL OF          /s/ Mark Beychok
         ASSISTANT SECRETARY   VITAFORT INTERNATIONAL             PRESIDENT
                               CORPORATION]         
     
COUNTERSIGNED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                            TRANSFER AGENT

BY
                        AUTHORIZED OFFICER   



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     The Corporation will furnish without charge to each stockholder who so 
requests 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.


     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......
                                                           (Cust)       (Minor)
     TEN ENT --as tenants by the entireties                under Uniform Gifts
                                                           to Minors
     JT TEN  --as joint tenants with right of              Act.............
               survivorship and not as tenants                  (State)
               in common

    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 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 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. The signature of the person
                                   executing this power must be guaranteed by an
                                   Eligible Guarantor Institution such as a
                                   Commercial Bank, Trust Company, Securities
                                   Broker/Dealer, Credit Union, or a Savings
                                   Association participating in a Medallion
                                   program approved by the Securities Transfer
                                   Association, Inc.