EXHIBIT 4.1 - SPECIMEN STOCK CERTIFICATE


            NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
          INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                           CUSIP NO.____________

NUMBER                                                                    SHARES

                            MEIGUO ACQUISITION CORP.
                              ---------------------
                   AUTHORIZED COMMON STOCK: 250,000,000 SHARES
                                PAR VALUE: $.0001

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

                      Shares of MEIGUO ACQUISITION CORP. Common Stock -

transferable  on the books of the  Corporation  in person or by duly  authorized
attorney, upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless  countersigned  by the Transfer  Agent and registered by the
Registrar.

     WITNESS the facsimile seal of the Corporation  and the facsimile  signature
of its duly authorized officers.

Dated: ____________________________           _______________________
                                              President

                            MEIGUO ACQUISITION CORP.
                                    Corporate
                                      Seal
                                    Delaware
                                      *****

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

                                                    Countersigned Registered:
                                                         (Transfer Agent)


                                                    By__________________________
                                                      Authorized Signature
<PAGE>
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 U          NIF GIFT MIN  ACT______Custodian______
TEN ENT - as tenants by the entireties                     (Cust)        (Minor)
JT TEN - as joint tenants with right
         of survivorship and not as              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 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,  THE SIGNATURE(S) MUST BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION.

SIGNATURE GUARANTEED: