Exhibit 4


  NUMBER                                                             SHARES
|        |                                                          |       |

                                                            SEE REVERSE FOR
                                                          CERTAIN DEFINITIONS

                                                             CUSIP 42710H 10 5


                        Hercules Development Group, Inc.
              INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
              AUTHORIZED 30,000,000 COMMON SHARES, $.0001 PAR VALUE



This Certifies That


Is The Owner Of




             fully paid and non-assessable shares of Common Stock,
                              $.0001 par value, of

                        Hercules Development Group, Inc.


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


In Witness Whereof,  the Corporation has caused this Certificate to be signed by
the facsimile  signatures of its duly authorized  officers and to be sealed with
the facsimile seal of the Corporation.

Dated:



         ((Hercules Development Group, Inc. Corporate Seal - Colorado))


        /s/ Bradley A. Scott                          /s/ Shai Stern

            SECRETARY                                     PRESIDENT



Countersigned:
CORPORATE STOCK TRANSFER, INC.
3200 Cherry Creek South Drive, Suite 430, Denver, CO 80209
By:
   -----------------------------------------------
   Transfer Agent and Registrar Authorized Officer

<PAGE>

((Reverse Side of Stock Certificate))


                         Hercules Development Group, Inc.
                         Corporate Stock Transfer, Inc.
                            Transfer Fee: As Required

--------------------------------------------------------------------------------

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 for ----------   --------
                                                             (Cust.)     (Minor)

TEN ENT - as tenants by the entireties       under Uniform Gifts to Minors

JT TEN -  as joint tenants with right of
          survivorship and not as tenants    Act of
          in common                                 ----------------------------
                                                         (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 type name and address of assignee


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                                                                    Shares
     ---------------------------------------------------------------------
    of the Common Stock represented by the within Certificate and do hereby
                       irrevocably constitute and appoint


     ---------------------------------------------------------------------

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Attorney to transfer the said stock on the books of the within-named
Corporation, with full power of substitution in the premises.

Dated                    20
     ------------------    ----------




SIGNATURE GUARANTEED            X
                                 -----------------------------------------------

                                X
                                 -----------------------------------------------

THE SIGNATURE TO THIS  ASSIGNMENT  MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE  FACE OF  THIS  CERTIFICATE  IN  EVERY  PARTICULAR,  WITHOUT  ALTERATION  OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.  THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE  GUARANTOR   INSTITUTION   (Banks,   Stockbrokers,   Savings  and  Loan
Associations  and  Credit  Unions)  WITH  MEMBERSHIP  IN AN  APPROVED  SIGNATURE
GUARANTEE MEDALLION PROGRAM.