EXHIBIT
4.1





											
	COMMON
STOCK		 		COMMON
STOCK
	SM		 
	INCORPORATED
UNDER THE LAWS
OF THE STATE OF DELWARE		SEE REVERSE
FOR
CERTAIN DEFINITIONS
	 		 		CUSIP
83540T 10 9
	






This Certifies that

is the
owner of

FULLY PAID AND NON-ASSESSABLE SHARES

OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF

SONA MOBILE
HOLDINGS CORP.

transferable only 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.

In Witness Whereof, the
Corporation has caused the facsimile signatures of its duly authorized
officers and its seal to be hereunto
affixed.

Date:





											
	 		 		 
	SECRETARY		PRESIDENT
AND CHIEF EXECUTION
OFFICER
	






COUNTERSIGNED AND
REGISTRATION
        U.S. STOCK TRANSDER
CORPORATION
                TRANSFER AND
REGISTRAR

BY

AUTHORIZED
SIGNATURE








SONA MOBILE HOLDINGS CORP.

The Corporation will furnish without charge to each
stockholder 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. Such requests shall be
made to the Corporation's Secretary 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
	TEN
ENT-		as tenants by the entireties
	JT
TEN-		as joint tenants with
	 		right of
survivorship and
	 		not as tenants in
common
	






UNIF GIFT MIN
ACT-                    Custodian                    



  (Cust)  (Minor)


  under Uniform Gifts to Minors


  Act                                                    



  (State)

UNIF TRF MIN
ACT-                Custodian (until age
        )


  (Cust)


               under Uniform
Transfers


  (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(s)
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 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  ______________________

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.

X  ________________________________

X  ________________________________

NOTICE: THE SIGNATURE 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.