NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
              INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO.

                                                           CUSIP NO. 704908 10 2

NUMBER                                                                SHARES
[    ]                                                                [    ]


                               PEACOCK FINANCIAL
                                  CORPORATION

                         AUTHORIZED SHARES: 250,000,000
                                PAR VALUE: $.001


THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

                         PEACOCK FINANCIAL CORPORATION

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.

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

Dated:

                     [SEAL OF PEACOCK FINANCIAL CORPORATION]


- ----------------------                                      --------------------
   SECRETARY                                                     PRESIDENT

                          COUNTERSIGNED AND REGISTERED
                            COLONIAL STOCK TRANSFER


The following abbreviations, when used in the inscription on the face of this
certificante, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>       <C>                                       <C>
TEN COM   - as tenants in common  UNIF GIFT MIN ACT - ________Custodian_______
                                                      (Cust)            (Minor)
                                                      under Uniform Gifts to Minors
TEN ENT   - as tenants by the entireties              Act _____________________
                                                               (State)
JT TEN    - as joint tenants with right of
            of survivorship and not as
            tenants in common
</TABLE>

     Additional abbreviation may also be used though not in above list.

For Value Received, ____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
  IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------


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

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________

__________________________________________________________________________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: SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, BROKER OR ANY OTHER
ELIGIBLE GUARANTOR INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER THE SECURITIES
TRANSFER AGENTS MEDALLION PROGRAM (STAMP) UNDER RULES PROMULGATED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION