ATC S3 EX-4.1


    Exhibit
      4.1

    
 

    NOT
      VALID
      UNLESS COUNTERSIGNED BY TRANSFER AGENT

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF

    DELAWARE

    


    
      	
              NUMBER

            	
              SHARES 

            
	
              [               
                ]

            	
              [              
                 ]

            
	 	
              CUSIP
                NO. 030145 20 5

            


    

     

     

    

     

    
 

    AUTHORIZED
      COMMON STOCK: 50,000,000 SHARES

    PAR
      VALUE: $.00001

    


    


    


    THIS
      CERTIFIES THAT       [SPECIMEN]

    


    


    IS
      THE
      RECORD HOLDER OF

    


    


    Fully
      paid and non-assessable shares of AMERICAN TECHNOLOGY CORPORATION Common Stock,
      par value $0.00001, transferable on the books of the Corporation 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.

    


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

    


    Dated:

    


    


    
      	
              /s/
                Michael A. Russell

            	 	
              /s/
                Elwood G. Norris

            
	
              SECRETARY

            	 	
              CHAIRMAN

            


    

    


    
 

    [AMERICAN
      TECHNOLOGY CORPORATION CORPORATE SEAL]

    


    [Interwest
      Logo] Interwest Transfer Co. Inc. P.O. Box 17136 / Salt Lake City, Utah
      84117

    


    COUNTERSIGNED
      & REGISTERED   _____________________________________________

                        COUNTERSIGNED
      Transfer Agent-Authorized Signature


    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    


    [Reverse
      Side of Certificate]

    


    The
      within named 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 of the Corporation,
      or
      series thereof, and the qualifications, limitations or restrictions of such
      preferences and/or rights. Such request may be made to the Corporation or the
      within named Transfer Agent.

    


    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

            	 	 under Uniform Gifts to
              Minors
	 	 	 survivorship and not as
              tenants	 	 Act
              _________________________________
	 	 	 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 TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)

    
      

    

     

    
      
        

      



    
      
        

      



    Shares
      of
      the
      capital 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_____________________

    


    [SPECIMEN]

    ____________________________________________________________________________________________________

    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

    


    	·  	
                
              NOTICE SIGNATURE GUARANTEED:

          


    


    SIGNATURE(S)
      MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK
      EXCHANGE, OR BY A BANK (OTHER THAN A SAVINGS BANK), OR A TRUST COMPANY. THE
      GUARANTEEING FIRM MUST BE A MEMBER OF THE MEDALLION
      GUARANTEE PROGRAM.

    


    TRANSFER
      FEE WILL APPLY

     

    
      
        

      

    

    ***FOR
      MEDALLION GUARANTEE USE ONLY***

     

     

     

    
      
        

      

    

     

     

    -2-