exv4w1



 





Exhibit 4.1








	COMMON STOCK            COMMON STOCK
NUMBER            SHARES
VSCN- VISUAL SCIENCES, INC.




	INCORPORATED UNDER THE LAWS            CUSIP 92845H 10 8
OF THE STATE OF DELWARE            SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
By            COUNTERSIGNED




	FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.001
PER SHARE OF




	U
.
S
. 




	VISUAL SCIENCES, INC. transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney upon the surrender of this certificate
properly endorsed.




	This certificate is not valid until countersigned by the Transfer Agent and registered by
the Registrar. STOCK 




	TRANSFER




	WITNESS the facsimile seal of the Corporation and the facsimile
signature of its duly authorized officers.




	AUTHORIZED AND 




	REGISTERE




	D:




	Dated:




	TRANSFER CORPORATION




	AND 

REGISTRAR,




	SIGNATURE




	SECRETARY PRESIDENT AND CHIEF EXECUTIVE
OFFICER AGENT





 









 









	V            ISUAL            S            CIENCES      , I            NC .
A            statement of 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 as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate
of determination, and the number of shares constituting each class and series and the designations thereof, may
be obtained by the holder hereof upon written request and without charge from the Secretary of the Corporation at
the principal office of the Corporation.
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
(Cust) (Minor)
TEN ENT – as tenants by the entireties
JT TEN – as joint tenants with right of            under Uniform Gifts to Minors
survivorship and not as tenants            Act
(State)




	in common
UNIF TRF MIN ACT – Custodian (until age )
(Cust)
under Uniform Transfer
(Minor )
to Minors 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
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT            OR TYPEWRITE NAME AND ADDRESS, INCLUDING            CODE, OF ASSIGNEE
POSTAL ZIP
Shares
of the Common Stock represented by the within Certificate, and do(es) 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
X
X




	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST            CORRESPOND
WITH THE NAME(S) AS            WRITTEN UPON THE            FACE OF THE
CERTIFICATE IN            EVERY            PARTICULAR WITHOUT            ALTERATION OR
ENLARGEMENT            OR ANY            CHANGE WHATEVER.




	Signature(s) Guaranteed:
By
THE SIGNATURE(S) MUST BE GUARANTEED BY            AN ELIGIBLE
GUARANTOR
INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP            IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.




	KEEP            THIS CERTIFICATE IN A SAFE PLACE. IF IT            IS LOST, STOLEN OR
DESTROYED, THE
CORPORATION WILL
REQUIRE A            BOND OF INDEMNITY AS A            CONDITION TO THE ISSUANCE OF A            REPLACEMENT            CERTIFICATE.