<PAGE>
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SEE RESTRICTIVE LEGEND ON REVERSE SIDE
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NUMBER SHARES
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01304 216,637
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ROCKPORT HEALTHCARE GROUP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
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COMMON STOCK CUSIP 773816 10 3
---------------------- -------------------
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THIS CERTIFIES THAT: LARRY K HINSON
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IS OWNER OF ***TWO HUNDRED SIXTEEN THOUSAND SIX HUNDRED THIRTY-SEVEN***
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FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.001 PAR
VALUE EACH OF
------------------ ROCKPORT HEALTHCARE GROUP, 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 Bylaws of the
Corporation, as now or hereafter amended.
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.
----------------------- COUNTERSIGNED AND REGISTERED:
------
DATED: 08/27/1999 AMERICAN SECURITIES TRANSFER & TRUST, INC.
------ P.O. BOX ????
----------------------- DENVER, CO ?????
BY /s/ ILLEGIBLE
------------------------------------------------
TRANSFER AGENT & REGISTERED AUTHORIZED SIGNATURE
[SEAL]
/s/ LARRY K. HINSON /s/ HARVEY M. NEER
SECRETARY PRESIDENT
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<PAGE>
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 under Uniform Gifts
of survivorship and not as to Minors
tenants in common Act............
(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 The shares represented by
IDENTIFYING NUMBER OF ASSIGNEE this Certificate have not
------------------------------------------ been registered under the
Securities Act of 1933 ("the
------------------------------------------ Act") and are "restricted
securities" as that term is
defined in Rule 144 under
the Act. The shares may not
be offered for sale, sold or
otherwise transferred except
pursuant to the effective
registration statement under
the Act, or pursuant to an
exemption from registration
under the Act. Registration
of which is to be established
to the satisfaction of the
Company.
_______________________________________________________________________________
(PLEASE PRINT THE NAME, ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the stock represented by the within Certificate and do hereby reasonably
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 WHATSOEVER.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE
BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE
THE RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER
AGENT NAMED ON THIS CERTIFICATE.
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THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.
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STOCK MARKET INFORMATION EXCHANGE
www.?????.com COLUMBIA FINANCIAL PRINTING CO.,
P.O. BOX ???, ?????, NY ????
