EXHIBIT  4.1


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                       INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
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------                                                         --------------
No.                                                                    Shares
------                                                         --------------
                             The State of Washington

[LOGO]                          WebNutri.com  Inc.
            One Hundred Twenty Million Authorized, $0.0001 Par Value

This  Certifies  That  SPECIMEN is the owner of ______________________ Shares of
                       --------
$0.0001  each  of  the  Capital  Stock  of

                                WebNutri.com Inc.

transferable only on the books of the Corporation by the holder hereof in person
or  by  Attorney  upon  surrender  of  this  Certificate  properly  endorsed.

In  Witness  Whereof,  the  said  corporation  has caused this Certificate to be
signed  by  its  duly authorized officers, and to be sealed with the Seal of the
Corporation  this  ______  day  of  _____________  At

[SEAL]


-------------------------                                -----------------------
       President                                              Secretary

                           --------            ---------
                           SHARES     $0.0001     EACH
                           --------            ---------


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                                   CERTIFICATE
                                       FOR

                                     SHARES

                               [SEAL APPEARS HERE]

                                     OF THE

                                  CAPITAL STOCK


                                WebNutri.com Inc.

                                    ISSUED TO


                                      DATED



     For Value Received ______ hereby sell, assign and transfer unto ___________
________________________________________________________________________________
_________________________________________________________________________ Shares
of  the  Capital  Stock  represented  by  the  written Certificate and do hereby
irrevocably  constitute  and  appoint __________________________________________
to  transfer  the  said  Stock  on  the  books  of  the within named corporation
with  full  power  of  substitution  in  the  premises.

     Dated
           ---------------------

          In presence of
                         --------------------------

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NOTICE.  THE  SIGNATURE  OF  THIS  ASSIGNMENT  MUST  CORESPOND  WITH THE NAME AS
WRITTEN  ON  THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION
AND  ENLARGEMENTS  OR  ANY  CHANGE  WHATEVER

     PLEASE  NOTE  THAT  ALL  CERTIFICATES  MUST  BE  LEGENDED  AS  FOLLOWS:

          The shares to be acquired  upon  exercise of these  warrants  have not
          been  registered  under the Securities  Act of 1933, as amended,  (the
          "Act") and may not be sold,  transferred  or otherwise  disposed of by
          the holder,  unless registered under the act or unless, in the opinion
          of counsel  satisfactory to the issuer,  the transfer qualifies for an
          exemption from or exemption to the registration provisions thereof.


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