ex4-1.htm


    Exhibit
      4.1

    


    EXHIBIT
      4.1

    FORM
      OF COMMON STOCK CERTIFICATE

    


    


    
      	
              NUMBER

            	
              SHARES

            


    

    


    BIOFUELS
      POWER CORPORATION.

    


    
      	
              INCORPORATED
                UNDER THE LAWS

            	
              CUSIP
                ___________

            
	
              OF
                THE STATE OF TEXAS

            	 


    

    


    THIS
      CERTIFIES THAT:

    


    IS
      THE
      OWNER OF:

    


    FULLY
      PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE
      OF
      BIOFUELS POWER CORPORATION

    


    


    (hereinafter
      called the "Corporation"), transferable upon 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 is not valid until countersigned
      by the Transfer Agent and Registrar.

    


    Witness
      the facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

    


    Dated:

    


    


    
      	
              Secretary

            	
              SEAL

            	
              President

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Corporation will furnish to any stockholder upon request and without charge
      a
      statement of the powers, designations, preferences and rights, and the
      qualifications, limitations and restrictions of such preferences and rights
      of
      all classes and series of the capital stock of the Corporation.

    


    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 survivorship and not as tenants in
                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, including zip code, of
                assignee)

               

            
	 
	 	 	
              shares

            


    

    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 WHATEVER.

            


    

    


    Signature(s)
      Guaranteed

    
      	 	 
	
              THE
                SIGNATURES(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                (BANKS STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
                WITH
                MEMBERSIP IN AN APPROVED SIGNATUE GUARANTEE MEDALLION PROGRAM), PURUANT
                TO
                SEC RULE 17Ad-15.