EXHIBIT 5
---------

 NUMBER                                                      SHARES
                                                         ***SPECIMEN***

       CONTINUED UNDER THE CANADA BUSINESS CORPORATIONS ACT

                 INOUYE TECHNOLOGIES (CANADA) INC.

                                                   -----------------
                                                   CUSIP 45768G 10 1
                                                   -----------------

THIS CERTIFIES THAT

                          ***SPECIMEN***

is the registered holder of


  FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE

in the Capital of the above named Corporation transferable on the
books of the Corporation by the registered holder in person or by
Attorney duly authorized in writing upon surrender of this
certificate properly endorsed.

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

IN WITNESS WHEREOF the Corporation has caused this certificate to be
signed on its behalf by the facsimile signatures of its duly
authorized officers.

                             DATED
                                         ***SPECIMEN***


_____________________
President

                             COUNTERSIGNED AND REGISTERED
                             MONTREAL TRUST COMPANY OF CANADA CALGARY
                             TRANSFER AGENT AND REGISTRAR

                                         ***SPECIMEN***
                             By _____________________________________
                                        Authorized Officer
_____________________
Secretary

  The Shares represented by this certificate are transferable at the
    offices of Montreal Trust Company of Canada, Calgary, Alberta.


                 (Reverse side of stock certificate)


     FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfer unto

          PLEASE INSERT SOCIAL INSURANCE NUMBER OF TRANSFEREE

              ____________ -  ____________ - ____________


_____________________________________________________________________
                  (Name and address of transferee)

_____________________________________________________________________


______________________________________________________________ shares
registered in the name of the undersigned on the books of the
Corporation named on the face of this certificate and represented
hereby, and irrevocably constitutes and appoints


________________________________________________________ the attorney
of the undersigned to transfer the said shares on the register of
transfers and books of the Corporation with full power of substitution
hereunder.


    DATED:


  _______________________________      _______________________________
      (Signature of Witness)             (Signature of Shareholder)


  NOTICE:  The signature of 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
           whatsoever, and must be guaranteed by a bank, trust company
           or a member of a recognized stock exchange.

           Signature Guaranteed By: