Exhibit 4.1
                                     [LOGO]
COMMON                                                                   COMMON

NUMBER                       URBAN COOL NETWORK, INC.                    SHARES

INCORPORATED UNDER THE LAWS                  SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE
                                                            CUSIP 091703M 10 09


THIS CERTIFIES that




is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER
                                   SHARE, OF

Urban Cool Network,  Inc.  transferable  on the books of the  Corporation by the
holder  hereof in person or by duly  authorized  attorney,  on surrender of this
certificate properly endorsed.

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

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

                              CERTIFICATE OF STOCK

Dated:

                                                         /s/ Barry Levine
COUNTERSIGNED AND REGISTERED:                            -----------------------
  CONTINENTAL STOCK TRANSFER                                   SECRETARY
  & TRUST COMPANY
  (NEW YORK, NEW YORK)
  TRANSFER AGENT            URBAN COOL NETWORK, INC.
  AND REGISTRAR                    CORPORATE
                                      ---
                                      SEAL               /s/ Jacob R. Miles, III
                                    DELAWARE             -----------------------
                                                               CHAIRMAN

  AUTHORIZED SIGNATURE


<PAGE>

      The  Corporation  is  authorized to issue more than one class or series of
      stock. The Corporation will furnish without charge to each stockholder who
      so  requests 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.  Such request may be made
      to the Secretary 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_______
TEN ENT -- as tenants by the entireties                   (Cust)         (Minor)
JT TEN  -- as joint tenants with right of                 under Uniform Gifts to
           survivorship and not as tenants                Minors
           in common                                      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
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  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

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                                                                          shares
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of the  capital  stock  represented  by the  within  Certificate,  and do hereby
irrevocably constitute and appoint
                                  ----------------------------------------------

                                                                        Attorney
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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.


Signature(s) Guaranteed:


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THE SIGNATURE SHOULD 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.