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                                                                     Exhibit 4.1

<Table>
<S>                              <C>                                                                                  <C>
NUMBER                                            THE AMERICAN CORPORATION                                             Warrant(s)

                                 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                       REDEEMABLE COMMON STOCK PURCHASE WARRANT
</Table>




THIS CERTIFIES THAT, for value received,





is the Registered Holder of a Redeemable Common Stock Purchase Warrant
("Warrant") that entitles its Registered Holder to purchase one share of
Common Stock, $.001 par value, of The American Corporation ("Company") for
each Warrant set forth above at a price of $1.10 per share (subject to
adjustment) from                   , 2002 (90 days from the efective date of
the Company's initial public offering of securities) until                    ,
2006, unless extended by the Company, all as more particularly described in,
and subject to the terms and conditions contained in the Warrant Agreement,
dated               , 2002 between the Company and Continental Stock
Transfer & Trust Company as Warrant Agent. A copy of the Warrant Agreement
may be obtained by any registered holder, without cost, upon written request
to the Warrant Agent or the Company. This Warrant shall be governed by the
laws of the State of Delaware.

     This Warrant may be exercised to purchase Common Stock only in accordance
with its terms, which include the completion and execution of the "Exercise
Agreement" appearing on the reverse side hereof for a written exercise
instrument of comparable substance and delivery thereof, with payment as
provided, to the principal office of the Warrant Agent.

     The Warrants are redeemable by the Company for $.05 per Warrant, at any
time after              , upon thirty (30) days' prior written notice, if the
average closing price or bid price of the Common Stock, as reported by the
principal exchange on which the Common Stock is traded, The Nasdaq Stock
Market, Inc. or the National Quotation Bureau, Incorporated, as the case may
be, equals or exceeds $7.00 per share, for any thirty (30) consecutive
trading day period ending no more than 15 days prior to the date that the
notice of redemption is mailed. Upon thirty (30) days' written notice to
all holders of the Warrants, the Company shall have the right to reduce the
exercise price and/or extend the term of the Warrants.

     This Warrant is registered on the books of the Company as maintained on
its behalf by the Warrant Agent, and is transferable only by surrender
thereof at the principal office of the Warrant Agent, duly endorsed for
assignment as reflected on the reverse side hereof or otherwise accompanied
by a duly executed written instrument of assignment or transfer. This
certificate is not valid unless countersigned by the Warrant Agent.

     WITNESS, the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.

Dated

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<S>                             <C>                               <C>
                                  CORPORATE
                                    SEAL

                                    2002
                                  DELAWARE

SECRETARY                                                          CHAIRMAN

</Table>


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                           THE AMERICAN CORPORATION


                             EXERCISE AGREEMENT
      To Be Executed by the Registered Holder in Order to Exercise Warrants

    The undersigned Registered Holder, pursuant to the provisions of the
within Warrant, hereby subscribes for and purchases ________________ shares
of Common Stock covered by such Warrant and herewith makes full cash payment
of $ __________________ for such Warrant Stock at the Exercise Price per
share provided by such Warrant.

Dated: _____________________________   _______________________________________
                                                    (Signature)

____________________________________   _______________________________________
       (Address for Delivery)                    (Print or type name)

____________________________________

____________________________________


                               ASSIGNMENT FORM
      To Be Executed by the Registered Holder in Order to Transfer Warrants


    FOR VALUE RECEIVED, the undersigned Registered Holder hereby sells,
assigns, and transfers all of the rights of the undersigned under and to the
within Warrant with respect to the number of shares of Common Stock covered
thereby set forth below, unto the Assignee identified below, and does hereby
irrevocably constitute and appoint _____________________________ to effect
such transfer of rights on the books of the Company, with full power of
substitution:

<Table>
<Caption>
Name of Assignee                Address of Assignee             No. of Warrants
----------------                -------------------             ---------------
<S>                        <C>                             <C>




</Table>



Dated: _____________________________      ____________________________________
                                             (Signature of Registered Holder)


                                          ____________________________________
                                                 (Print or type name)


     NOTICE: The signature(s) of the Registered Holder above must correspond
with the name as written upon the face of the within Warrant, or upon the
Assignment thereof if applicable, in every particular, without alteration,
enlargement or any change whatsoever, and must be guaranteed by an Eligible
Guarantor Institution which is a participant in a securities transfer
association recognized program, having an office or correspondent in New
York, New York.


                             SIGNATURE GUARANTEE
               (Required for each Exercise or Assignment)

Authorized Signature: ________________________________________________________

Name of Bank or Firm: ________________________________________________________

Dated: _______________________________________________________________________


THESE SECURITIES SHALL BE PROMPTLY DEPOSITED INTO AN ESCROW ACCOUNT UNTIL THE
CLOSING OF THE COMPANY'S INITIAL PUBLIC OFFERING OF SECURITIES AND THE
CLOSING OF A BUSINESS COMBINATION, SUCH AS A MERGER OR ACQUISITION.

THIS WARRANT HELD IN THE ESCROW ACCOUNT MAY BE EXERCISED OR CONVERTED IN
ACCORDANCE WITH ITS TERMS; PROVIDED, HOWEVER, THAT SECURITIES RECEIVED UPON
EXERCISE OR CONVERSION, TOGETHER WITH ANY CASH OR OTHER CONSIDERATION PAID IN
CONNECTION WITH THE EXERCISE OR CONVERSION, ARE PROMPTLY DEPOSITED INTO THE
ESCROW ACCOUNT ACCOUNT.