TEXXAR, INC.
             (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

This certifies that ----------

is the registered owner of ----------------

fully paid and non-assessable shares of common stock, $.001 par value each of

                                  TEXXAR, INC.

    Transferable  on the books of the Corporation in person or by  attorney upon
surrender of this  Certificate  duly endorsed or assigned.  This Certificate and
the shares represented hereby  are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation  and By-laws of the Corporation,  as now
or hereafter amended.  This Certificate is not valid unless countersigned by the
Transfer Agent


     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.

Dated: ----------------

                                  TEXXAR, INC.
/s/Vandana Govil                 CORPORATE SEAL              /s/Aron Govil
----------------                     1998                  --------------------
   Secretary                       DELAWARE                   President

                                                                  Countersigned:
                                          Olde Monmouth Stock Transfer Co., Inc.
                                                             77 Memorial Parkway
                                            Atlantic Highlands, New Jersey 07716
                                                                  Transfer Agent


                                                           AUTHORIZED SIGNATURE






     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
TEN ENT - as tenants by the entireties
JT TEN -  as joint tenants with right of
        survivorship and not as tenants
        in common and not as community property


UNIFORM GIFTS TO MINORS ACT


( Custodian)                       (Minor)
under the Uniform Gifts of Minors Act of  the State of ------------------

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

Please insert social security
or other identifying number: -----------------

(Insert name and address, including zip code):

----------------------------------------------------

----------------------------------------------------

--------------------------------------------- shares

of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint


----------------------------------------------------

to transfer the said shares 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
it is  written  upon the face of the  Certificate  in every  particular  without
alteration or enlargement or any change whatever.



SIGNATURE GUARANTEE: