Exhibit 4.1

NUMBER                                                                    SHARES

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


        [Text of this certificate is superimposed over the emblem of the
                   American Stock Transfer & Trust Company.]

                           NORTHGATE INNOVATIONS, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS


                                                               CUSIP 666428 10 7

THIS CERTIFIES THAT:




IS THE OWNER OF:


  FULLY PAID AND NON-ASSESSABLE SHARE OF COMMON STOCK OF $.03 PAR VALUE EACH OF
                           NORTHGATE INNOVATIONS, 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 Delaware,
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 duly authorized officers.


DATED:

                      [Seal of Northgate Innovations, Inc.]

   [Signature of President]                           [Signature of CEO]
           PRESIDENT                                CHIEF EXECUTIVE OFFICER


<PAGE>

         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                              (Cust)        (Minor)
            entireties
  JT TEN - as tenants with right
           of survivorship and not                    Act...........
           as tenants 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


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


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

                                        NOTICE: THE SIGNATURE OF 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  CORPORATION  WILL  FURNISH TO ANY  STOCKHOLDER,  UPON  REQUEST  AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS,  RELATIVE RIGHTS,  PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES  AUTHORIZED TO BE ISSUED,  SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD
TO DIVIDE THE SHARES  INTO  CLASSES  OR SERIES AND TO  DETERMINE  AND CHANGE THE
RELATIVE  RIGHTS,  PREFERENCES  AND  LIMITATIONS  OF ANY CLASS OR  SERIES.  SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT
NAMED ON THIS CERTIFICATE.

THE SIGNATURE OF 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,  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.