EXHIBIT
        4.1

      FORM
        OF COMMON STOCK CERTIFICATE

      


      


      
        	NUMBER	
                SHARES

              


      

      STIRLING
        ACQUISITION CORPORATION

      INCORPORATED
        UNDER THE LAWS OF THE STATE OF DELAWARE

      


      


       CUSIP
        ________

      


      THIS
        CERTIFIES THAT:

      


      IS
        THE
        OWNER OF:

      


      FULLY
        PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER SHARE
        OF

      STIRLING
        ACQUISITION CORPORATION

      


      (HEREINAFTER
        CALLED THE “CORPORATION”), TRANSFERABLE UPON THE BOOKS OF THE CORPORATION BY THE
        HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF
        THIS
        CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE SHARES REPRESENTED
        HEREBY ARE ISSUED UNDER AND SHALL BE SUBJECT TO ALL THE PROVISIONS OF THE
        CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE CORPORATION (COPIES OF WHICH
        ARE
        ON FILE AT THE OFFICE OF THE TRANSFER AGENT OF THE CORPORATION), TO ALL OF
        WHICH
        THE HOLDER BY ACCEPTANCE HEREOF ASSENTS.

      


      WITNESS
        THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF ITS
        DULY
        AUTHORIZED OFFICERS.

      


      DATED:

      

        
          	 	
                  /S/
                    SALLY FONNER

                	
                  [SEAL]

                	
                  /S/
                    RACHEL A. FEFER

                
	 	
                  PRESIDENT

                	 	
                  SECRETARY

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      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 of 

                	
                  under
                    uniform gifts to minors

                	 
	 	 	
                  survivorship
                    and not as tenants act

                	
                  _______________

                	 
	 	 	
                  in
                    common 

                	
                  (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

      identifying
        number of assignee

      


      


      ______________________________________________________________

      (please
        print or typewrite name and address, including 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:
        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 WHATEVER.