Unassociated Document


    EXHIBIT
      4.1

     

     

    NOT
      VALID
      UNLESS COUNTERSIGNED BY TRANSFER AGENT

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE

     

     

    
      	
               CUSIP
                No. 0297DN 10 1

            


    

     

    AMERICAN
      SOUTHWEST

    HOLDINGS,
      INC.

    AUTHORIZED
      COMMON STOCK: 100,000,000 SHARES

    PAR
      VALUE
      $.001

     

     

    THIS
      CERTIFIES THAT

     

     

     

    IS
      THE RECORD HOLDER OF

     

     

     

    —Shares
      of AMERICAN
      SOUTHWEST HOLDINGS, INC. Common Stock—

     

    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 contersigned by the Transfer Agent and

    registered
      by the Registrar.

     

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

     

     

    
      	 Dated:	 	 
	 	 
	 
 	
              
 (Corporate
                Seal)

            	 
 
	 	 	
              /s/ 
                Alan Doyle

            
	 	
              

            
	 	
              President

            


    

     

    
      	
              NOT
                VALID UNLNESS COUNTERSIGNED BY

              TRANSFER
                AGENT

            	
              Countersigned
                Registered:

              HOLLADAY
                STOCK TRANSFER, INC.

              2939
                North 67th Place

              Scottsdale,
                AZ 85251

            	
              By
                ________________________________________

              Authorized
                Signature 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              NOTICE:

            	
              Signature
                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 following abbreviations, when used in the inscription
                on the face of this certificate, shall be construed as though they
                were
                written out in full acccording to applicable laws or
                regulations.

            


    

     

    
      	
              TEN
                COM – as tenants in common

              TEN
                ENT – as tenants by the entireties

              JT
                TEN – as joint tenants with right of survivorship and not as tenants
                in common 

            	
              UNIF
                GIFT MIN ACT   _________ Custodian 
                __________ 

              (Cust)                          
                (Minor)     

              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, OR
      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 
      ________________________

     

     

    
      
        	
                 

              	
                
                  

                

              


      

    

    
      	
            	
              NOTICE:

            	
              THE
                SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
                UPON
                THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
                OR
                ENLARGEMENT OR ANY CHANGE WHATEVER