Exhibit 4









EXHIBIT

4.1









(Share Certificate)




 





























 









 




EPICEDGE, INC.




 




No shareholder has any

preemptive right to acquire any unissued or treasury securities of the

Corporation.  A complete statement of

the denial of preemptive rights is set forth in the Corporation's Articles of

Incorporation, as amended (the "Articles of Incorporation"), on file

in the office of the Secretary of State of the State of Texas.  The Corporation will furnish a copy of the

Articles of Incorporation to the record holder of this certificate, without

charge, on request to the Corporation at its principal place of business or

registered office.  The Articles of

Incorporation authorize the Corporation to issue shares of more than one class

of stock and the board of directors of the Corporation have been granted the

authority to fix and determine the designations, preferences, limitations and

relative rights thereof.  The

Corporation will furnish a full statement of the designations, preferences,

limitations and relative rights of the shares of each class authorized to be

issued to the record holder of this certificate, without charge, upon written

request to the Corporation at its principal place of business or registered

office.




 




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 in common


  	

   


  	

   


  	

     Act


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  (State)


  
												





 




Additional

abbreviations may also be used though not in the above list.




 




ASSIGNMENT




 




	

  For Value Received,


  	

   


  	

  hereby

  sell, assign and transfer unto


  





 








	

  PLEASE INSERT SOCIAL SECURITY OR OTHER


  INDENTIFYING NUMBER OF ASSIGNEE


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  
	

   


  
	

  PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING

  POSTAL 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

  shares on the books of the within-named Corporation, with full power of

  substitution in the premises.


  	

   


  
	

   


  	

   


  
	

   


  
	

  Dated


  	

   


  	

   


  
	

   


  	

  X


  	

   


  
	

   


  	

  (SIGNATURE)


  
	

  NOTICE:


  THE SIGNATURE(S) TO


  THIS ASSIGNMENT MUST


  CORRESPOND WITH THE


  NAME(S) AS WRITTEN


  UPON THE FACE OF THE


  CERTIFICATE IN EVERY


  PARTICULAR WITHOUT


  ALTERATION OR EN-


  LARGEMENT OR ANY


  CHANGE WHATEVER.


  	

   


  
	

   


  	

  X


  	

   


  
	

   


  	

  (SIGNATURE)


  
	

   


  	

   


  
	

   


  	

  THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE

  GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS ASSOCIATIONS AND CREDIT

  UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE PROGRAM), PURSUANT

  TO S.E.C. RULE 17Ad-15.


  
	

   


  	

   


  
	

   


  	

  SIGNATURE(S)

  GUARANTEED BY: