Exhibit 4.1

                                 Crest View Inc.
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA


NUMBER                                                                    SHARES


                                                            SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS

                                                            CUSIP


THIS CERTIFIES THAT
is the owner of

    fully paid and non-assessable shares of the common stock, par value $.001
                                 per share, of

                                 Crest View Inc.

transferable  on the books of the  Corporation by the holder hereof in person or
by attorney upon surrender of this certificate  duly endorsed.  This certificate
and the shares represented hereby are subject to the laws of the State of Nevada
and to the Certificate of Incorporation  and Bylaws of the Corporation,  as from
to time amended.

     This certificate is not valid unless countersigned by the Transfer Agent.

     WITNESS the facsimile seal of the Corporation  and the facsimile  signature
of its duly authorized officers.


Dated:


                                [corporate seal]
          Secretary                                         President

        COUNTERSIGNED:
Pacific Stock Transfer Company
 Transfer Agent and Registrar


     Authorized Signature

<PAGE>


                                Crest View, Inc.

     The  Corporation  will furnish  without charge to each  stockholder  who so
requests the powers,  designations,  preferences  and  relative,  participating,
optional or other  special  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 though they were written out in full
according to applicable laws or regulations:

<TABLE>

<S>                                       <C>
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                         under Unform Gifts to Minors Act
           of survivorship and not as                          Act ______________________________
           tenants in common                                                 (State)
</TABLE>

     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

________________________________________________________________________________


__________________________________________________________________________shares
of  the  Common  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 ON THE FACE OF THE  CERTIFICATE IN EVERY  PARTICULAR,  WITHOUT
          ALTERATION OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed:


________________________________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCK BROKERS,  SAVINGS AND LOAN  ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE  MEDALLION PROGRAM),  PURSUANT TO S.E.C. RULE
17Ad-15.

KEEP THIS  CERTIFICATE  IN A SAFE PLACE.  IF IT IS LOST,  STOLEN,  MUTILATED  OR
DESTROYED,  THE  CORPORATION  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.