EXHIBIT 4.1

                NUMBER                                                    SHARES
     AIE                                                       CUSIP 048605 10 9


                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


         THIS CERTIFIES THAT                           is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
                   ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
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.

         This  certificate  is not valid  unless  countersigned  by the Transfer
Agent and Registrar.

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


Dated:

/s/NORMAN HOSKIN                       /s/RICHARD IAMUNNO
----------------                       -----------------------------------------
SECRETARY                              PRESIDENT

                                       COUNTERSIGNED AND REGISTERED:
                                       CONTINENTAL STOCK TRANSFER & TRUST
                                       COMPANY
                                       TRANSFER AGENT AND REGISTRAR,

                                       BY
                                         ---------------------------------------
                                                            AUTHORIZED SIGNATURE

<PAGE>

         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 COM -    as tenants in common  UNIF GIFT MIN ACT - ______ Custodian ______
                                                       (Cust)           (Minor)
                                                   under Uniform Gifts to Minors
                                                   Act__________________________
                                                              (State)

TEN ENT -    as tenants by the entireties

JT TEN  -    as joint tenants with right of
             survivorship and not as
             tenants in 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  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:________________


                  ______________________________________________________________
                  NOTICE:   The  signatures to this  assignment  and  correspond
                            with  the  name as  written  upon  the  face of this
                            certificate in every particular,  without alteration
                            or  enlargement  of any change  whatever and must be
                            guaranteed by an Eligible Institution (as defined in
                            Rule 17Ad-15  under the  Securities  Exchange Act of
                            1934) which may  include a  commercial  bank,  trust
                            company  or  savings  association,  credit  union or
                            member firm of the American Stock Exchange, New York
                            Stock  Exchange,  Pacific Stock  Exchange or Midwest
                            Stock Exchange.


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