EXHIBIT  4.1
SPECIMENT  STOCK  CERTIFICATE


NUMBER                                                              SHARES

BT


                          BACTROL  TECHNOLOGIES,  INC.

           INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK


                                                         SEE  REVERSE  FOR
                                                        CERTAIN  DEFINITIONS

                            COMMON  STOCK         CUSIP

THIS  CERTIFIES  THAT:

Is  owner  of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.0001 PAR VALUE EACH OF

                       BACTROL  TECHNOLOGIES,  INC.

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 New York,
and to the Certificate 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  dully  authorized  officers.

DATED:                                COUNTERSIGNED:

                                      CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                                                                    NEW YORK, NY
                                                                  TRANSFER AGENT

                                      BY:


                                                              AUTHORIZED OFFICER


       SECRETARY                SEAL                    PRESIDENT



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     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 rights of           under Uniform Gift to Minors
          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 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  _____________________


                                ________________________________________________
                                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.


THE SIGNATURE TO THE ASSIGNMENT MUST  CORRESPOND TO THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT  ALTERATION OR ENLARGEMENT
OR ANY CHANGE  WHATSOEVER, AND MUST BE GUARANTEED BY A  COMMERCIAL BANK OR TRUST
COMPANY OR  A MEMBER FIRM OF A  NATIONAL OR REGIONAL OR  OTHER RECOGNIZED  STOCK
EXCHANGE  IN  CONFORMANCE  WITH  A  SIGNATURE  GUARANTEE  MEDALLION  PROGRAM.


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