<PAGE>
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER SHARES
C O
SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
CASTLE HILL ASSOCIATES, INC.
100,000,000 SHARES COMMON STOCK 20,000,000 SHARES PREFERRED STOCK
PAR VALUE $.001 EACH PAR VALUE $.001 EACH
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER 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
This is to Certify that SPECIMEN is the owner of
----------------------
--------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
CASTLE HILL ASSOCIATES, INC.
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.
Witness, the seal of the Corporation and the signatures of its duly authorized
officers.
Dated:
------------------------------- -------------------------
SECRETARY/TREASURER PRESIDENT
