FORM OF COMMON STOCK CERTIFICATE

                                   EXHIBIT 4.1

          Number                                              Shares
        /---------/                                         /--------/

                           MAGIC COMMUNICATIONS, INC.
                    TOTAL AUTHORIZED ISSUE 51,000,000 SHARES
              50,000,000 Shares PAR VALUE: $.0001 EACH COMMON STOCK
             1,000,000 Shares PAR VALUE: $.0001 EACH PREFERRED STOCK


This is to Certify that

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

is the owner of

             fully paid and non-assessable shares of common stock of
                           Magic Communications, 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.

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

Dated:

--------------------------                       -----------------------------
      Secretary                                          President

                           Magic Communications, Inc.

                                    CORPORATE
                                      SEAL
                                    DELAWARE

NOTICE: Signature must be guaranteed by a firm which is a member of a registered
        national stock exchange, or by a bank (other than a saving bank), or a
        trust company. 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)
                   JF TEN - as joint tenants with right under Uniform Gifts to
                   of survivorship and not as Minors Act ........... 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)

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(Please print or typewrite name and address, including zip code of Assignee)

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_____________________________________________________________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 _______________________
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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