Exhibit 4.10  



	COMMON STOCK	 	 	 	COMMON STOCK

PAR VALUE $0.001
	
[GRAPHIC]

NUMBER

XCO	
 	

[GRAPHIC]

EXCO Resources, Inc.	
 	

[GRAPHIC]

SHARES
	

THIS CERTIFICATE IS

TRANSFERABLE IN

NEW YORK, NY AND

JERSEY CITY, NJ	
 	

EXCO RESOURCES, INC.

INCORPORATED UNDER THE LAWS

OF THE STATE OF TEXAS	
 	

CUSIP 269279 402

SEE REVERSE FOR CERTAIN

DEFINITIONS





        THIS
CERTIFIES THAT 


        is
the record holder of 


        FULLY
PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF 


EXCO RESOURCES, INC.  


transferable
on 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 is not valid unless
countersigned and registered by the Transfer Agent and Registrar. This certificate and the shares represented hereby are issued and shall be held subject to all of the terms, conditions, and
limitations of the Articles of Incorporation and the Bylaws of the Corporation as restated or amended, or as same may be restated or amended hereafter to all of which the holder hereof by acceptance
hereof agrees and assents. 



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


CERTIFICATE OF STOCK  


DATED: 



	/s/  STEPHEN F. SMITH      
 PRESIDENT AND SECRETARY	 	EXCO Resources, Inc.

CORPORATE

SEAL

X

STATE OF TEXAS	 	 





	 	 	Countersigned and Registered:
	 	 	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 	 	TRANSFER AGENT AND REGISTRAR
	

 	
 	

By	
 	

 
	 	 	 	 	
 Authorized Officer









EXCO RESOURCES, INC.  


        A full statement of the designations, preferences, limitations, and relative rights of the shares of each class or series of stock of this Corporation, to the
extent they have been fixed and determined, and the authority of the Board of Directors to fix and determine the designations, preferences, limitations, and relative rights of subsequent series, is
set forth in the Articles of Incorporation on file in the office of the Secretary of State of the state of Texas. The Corporation will furnish a copy of such statement without charge to each
shareholder who so requests in writing to the Corporation at its principle place of business or registered office. 


        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	 	 	 	Custodian
	 	 	 	 	UNIF GIFT MIN ACT	 	-
	TEN ENT	 	-as tenants by the entireties	 	 	 	(Cust)            (Minor)
	JT TEN	 	-as joint tenants with right of	 	 	 	under Uniform Gifts to Minors Act
	 	 	survivorship and not as tenants 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 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




	 	 	X
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.
	

 	
 	

X
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.





	By	 	 	 	 
	 	 	
	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANK, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS OR CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION	 	 





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