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                                                                     EXHIBIT 4.1

                        FORM OF SUBSCRIPTION CERTIFICATE

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S
PROSPECTUS DATED AUGUST __, 2001 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN
BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM AMERICAN
STOCK TRANSFER & TRUST COMPANY AS THE SUBSCRIPTION AGENT.

STOCKHOLDER NAME AND ADDRESS:       ___________________________________

                                    ___________________________________

                                    ___________________________________

CERTIFICATE NO.:__________

                         CERTIFICATE FOR ________ RIGHTS

                           GUNTHER INTERNATIONAL, LTD.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                            SUBSCRIPTION CERTIFICATE

       EVIDENCING ____ NON-TRANSFERABLE SUBSCRIPTION RIGHTS TO PURCHASE
              A COMPARABLE NUMBER OF SHARES OF THE COMMON STOCK OF
                           GUNTHER INTERNATIONAL, LTD.

                       SUBSCRIPTION PRICE: $.50 PER SHARE

                VOID IF NOT EXERCISED BEFORE THE EXPIRATION DATE
                         (AS DEFINED IN THE PROSPECTUS)

     REGISTERED OWNER: _____________________________

     THIS CERTIFIES THAT the registered owner whose name is inscribed herein is
the owner of the number of Subscription Rights set forth above, each of which
entitles the owner to subscribe for and purchase one share of the Common Stock,
par value $.001 per share (the "Common Stock"), of Gunther International, Ltd.,
a Delaware corporation (the "Company"), on the terms and subject to the
conditions set forth in the Company's Prospectus dated August __, 2001 and
instructions relating thereto on the reverse side hereof. The non-transferable
Subscription Rights represented by this Subscription Certificate may be
exercised by duly completing Section 1 on the reverse side hereof. Special
issuance or delivery instructions may be specified by completing Section 2 on
the reverse side hereof.

      THE SUBSCRIPTION RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE ARE NOT
TRANSFERABLE. THE SUBSCRIPTION RIGHTS MAY NOT BE EXERCISED UNLESS THE REVERSE
SIDE HEREOF IS COMPLETED AND SIGNED.

Dated: ________ __, 2001


_______________________________________    ____________________________________
Marc I. Perkins                            Michael M. Vehlies
President and Chief Executive Officer      Secretary
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                      SECTION 1 - EXERCISE AND SUBSCRIPTION

The undersigned irrevocably exercises Subscription Rights to subscribe for
shares of the Company's Common Stock, as indicated below, on the terms and
subject to the conditions specified in the Company's Prospectus dated August __,
2001, relating to the offering of such Subscription Rights, receipt of which is
hereby acknowledged.

      (a) Number of shares of the Company's Common Stock subscribed for pursuant
to the Basic Subscription Privilege:
                                       ______________________

      (b) Number of shares of the Company's Common Stock subscribed for pursuant
to the Over-Subscription Privilege:
                                       ______________________

      (c) Total Subscription Price (total number of shares subscribed for
pursuant to both the Basic Subscription Privilege plus the Over-Subscription
Privilege multiplied by the Subscription Price of $.50 per share):

                                      $______________________

YOU SHOULD EXERCISE YOUR BASIC SUBSCRIPTION RIGHTS IN FULL IF YOU WISH TO
MAXIMIZE THE LIKELIHOOD THAT YOU WILL RECEIVE THE TOTAL NUMBER OF SHARES YOU
SEEK TO PURCHASE IN THE OFFERING.

      METHOD OF PAYMENT (CHECK ONE)

      [_]   Uncertified personal check, payable to American Stock Transfer &
            Trust Company as Subscription Agent for the Company. Please note
            that funds paid by uncertified personal check may take at least five
            business days to clear. Accordingly, subscription rights holders who
            wish to pay the purchase price by means of an uncertified personal
            check are urged to make payment sufficiently in advance of the
            expiration date to ensure that such payment is received and clears
            by the expiration date, and are urged to consider payment by means
            of a certified or bank check, money order or wire transfer of
            immediately available funds.

      [_]   Certified check or bank check drawn on a U.S. bank or money order,
            payable to American Stock Transfer & Trust Company as Subscription
            Agent for the Company.

      [_]   Wire transfer directed to the account maintained by American Stock
            Transfer & Trust Company at

                      [BANK NAME]
                      [ADDRESS]
                      ABA # [__________]
                      Credit Account #[_____________]
                      Account Name:  American Stock Transfer & Trust Company
                                     Escrow Agent

If the amount enclosed or transmitted is not sufficient to pay the purchase
price for all shares of Common Stock that are stated to be subscribed for, or if
the number of shares of Common Stock being subscribed for is not specified, the
number of shares of Common Stock subscribed for will be assumed to be the
maximum number that could be subscribed for upon payment of such amount. If the
amount enclosed or transmitted exceeds the purchase price for all shares of
Common Stock that the undersigned has the right to subscribe for under the Basic
Subscription Privilege plus the Over-Subscription Privilege (such excess amount,
the "Subscription Excess"), the Subscription Agent shall return the Subscription
Excess to the subscriber without interest or deduction.



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            SECTION 2 - SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR
                          SUBSCRIPTION RIGHTS HOLDERS:

To be completed ONLY if the certificate representing the Common Stock is to be
issued in a name other than that of the registered holder or is to be sent to an
address other than that shown above. (See the Instructions included with this
Rights Certificate.) Do not forget to complete the guarantee of signature(s)
section below.

Please issue the certificate representing the Common Stock in the following name
and/or deliver to the following address:

Name: ______________________________  Soc. Sec.#/Tax ID#: ______________________

Address: _______________________________________________________________________


                   ACKNOWLEDGMENT--THE SUBSCRIPTION ORDER FORM
                       IS NOT VALID UNLESS YOU SIGN BELOW

I/We acknowledge receipt of the Prospectus and understand that after delivery of
this Subscription Certificate to the Company's Subscription Agent, I/we may not
modify or revoke this Subscription Certificate. Under penalties of perjury, I/we
certify that the information contained herein, including the social security
number or taxpayer identification number given above, is correct. If the Special
Issuance or Delivery Instructions for Subscription Rights Holders are completed,
I/we certify that although the certificate representing the Common Stock is to
be issued in a name other than the registered holder, beneficial ownership of
the Common Stock will not change.

The signatures below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.

Subscriber's Signature(s): _______________________________ Date:________________

                           _______________________________ Date:________________

If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print). (See the Instructions included with this Rights Certificate.)

Name: _______________________________  Capacity: _______________________________

Address: ____________________________  Phone: __________________________________

                                       Soc. Sec. # or Tax ID#: _________________


                            GUARANTEE OF SIGNATURE(S)

All Subscription Rights Holders who specify special issuance or delivery
instructions must have their signatures guaranteed by an Eligible Institution,
as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
(See the Instructions.)

                  Signature Guaranteed by:___________________________________
                                                  Eligible Institution



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