Form of Specimen Common Stock Certificate




 EXHIBIT 4.1 
  


					
	[GRAPHIC]	  	AXTIVE CORPORATION	  	[GRAPHIC]
			
	 	  	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	  	 

  
 CUSIP 05462R 20 9

 SEE REVERSE FOR CERTAIN DEFINITIONS 
  
 THIS CERTIFIES that 
  
 [GRAPHIC] 
  
 is the owner of 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.01 PER SHARE OF 
  
 AXTIVE CORPORATION 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation or the Corporation and any amendments thereto, to all of which the holder, by
acceptance hereof, assents. 
  
 This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  

									
					
	SEAL	 	/s/ MOLLY W. MACTAGGART        	 	 	 	 	 	/s/ GRAHAM C. BEACHUM II        
	 	 	
	 	 	 	 	 	

	 	 	Secretary	 	 	 	 	 	President and Chief Executive Officer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 Countersigned and Registered
 AMERICAN STOCK TRANSFER & TRUST COMPANY
 (New York, N.Y.)
 Transfer Agent and Registrar

					
	 	 	 	 	 	 	By	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	Authorised Officer

  
 __________________________________________ 
  










 AXTIVE CORPORATION 
  
 THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS,
PREFERENCES AND 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 thought 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	 	 — astenants by the entiretics
	  	       (Cust)                       (Minor)

	JT TEN	 	 — asjoint tenants with right of
      survivorshipand not as
      tenantsin common
	  	     under Uniform Gifts to Minors
  
     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 
 IDENTIFYING NUMBER OF ASSIGNEE 
  

			
	
	 	 
	 	 	 
	


  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 (PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS OF ASSIGNEE) 
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
  
                                       
                                        
                                        
                                        
                                        
                                        
                    
 Shares of the 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 substitutions 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 OF [illlegible] OR ANY CHANGE
WHATEVER


  
 Signature(s) Guaranteed:


	
	
	  
	

	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GRANTOR INSTITUTION (BANKS STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLON PROGRAM) PURSUANT TO S.E.C. RULE 17AD-15.