<PAGE>
NUMBER SHARES
------ ------
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP NUMBER
58439 T-10-5
MEDIA COMMUNICATIONS GROUP, INC.
This Certifies that ___________________________________________ is the owner of
___________________________________________ fully paid and non-assessable Shares
of the Capital Stock of MEDIA COMMUNICATIONS GROUP, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized 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 to be sealed with
the Seal of the Corporation.
this ________________ day of ______________________ AD _________
[SEAL]
___________________ ___________________
SECRETARY/TREASURER PRESIDENT
