EXHIBIT 4.1

                                          Document is copied.
                      TEXT OF COMMON STOCK CERTIFICATE FOR
                               CACTUS SPINA, INC.
                          (RENAMED NOMATTERWARE, INC.)

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NUMBER                                                                    SHARES
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                               NOMATTERWARE, INC.

                                  ------------
                                  COMMON STOCK
                                  ------------

THIS CERTIFIES THAT:


is owner of

FULLY                         PAID AND NON-ASSESSABLE  SHARES OF COMMON STOCK OF
                              $.001 PAR VALUE EACH OF NOMATTERWARE, INC.
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transferable  on the books of the  Corporation  in person  or by  attorney  upon
surrender of this  certificate  duly endorsed or assigned.  This certificate and
the shares  represented  hereby are  subject to the laws of the State of Nevada,
and to the Articles of Incorporation  and Bylaws of the  Corporation,  as now or
hereafter  amended.  This  certificate is not valid until  countersigned  by the
Transfer Agent.  WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


-----------
DATED
-----------
                                     [SEAL]

                               NOMATTERWARE, INC.

                                    CORPORATE

                                      SEAL
                                      1999
                                     NEVADA

/s/                                                    /s/
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                SECRETARY                                              PRESIDENT

      2
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<PAGE>
                        REVERSE SIDE OF STOCK CERTIFICATE

     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  TEN ENT - as
tenants by the entireties  (Cust)(Minor) JT TEN - as joint tenants with right of
under Uniform Gifts to Minors
           survivorship and not as tenants
           in common                                           Act__________
                                     (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
 INDENTIFYING 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 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_______________________________

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                                          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 WHATSOEVER.



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