Exhibit 4.1

NETSMART TECHNOLOGIES, INC.
NT
COMMON STOCK
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSBALE SHARES OF THE COMMON STOCK, PAR VALUE OF $.01 PER
SHARE, OF NETSMART TECHNOLOGIES, INC.

transferrable 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 until countersigned by the Transfer
Agent.

   IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by the facsimile signatures of its duly authorized officers and to be sealed
with the facsimile seal of the Corporation.

Dated:
Secretary
President

Countersigned:
  AMERICAN STOCK TRANSFER & TRUST COMPANY
            (New York, NY)           Transfer Agent

By
   Authorized Signature

(REVERSE OF STOCK CERTIFICATE)

         THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS 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.

         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 CON - as tenants in common     UNIF GIFT MIN ACT -________Custodian_________
TEN ENT - as tenants by the                           (Cust)             (Minor)
          entireties                              under Uniform Gifts to Minors
JT TEN  - as joint tenants with
          right of survivorship                      Act_____________________
          and not as tenants in                               (State)
          common

    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 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 Company
           with full power of substitution in the premises.

Dated:__________________________________





                       _________________________________________________________
                       NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                                WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                                CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                                ALTERNATION OR ENLARGEMENT, OR ANY CHANGE
                                WHATEVER.


                       X________________________________________________________
                                        (Signature  Guaranteed)


                       _________________________________________________________