**Exhibit 4.1**

 

Co. ID: 10529 ****RESTRICTED STOCK****

 

**NOT VALID UNLESS COUNTERSIGNED BY TRANSFERAGENT.INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA**

 
| NUMBER                  |                                                              | SHARES                |
|-------------------------|-------------------------------------------------------------------|-----------------------|
|                    |                                                                   |                  |
|                    |
|                    | **AUTHORIZED COMMON STOCK: 50,000,000 SHARES  PAR VALUE: $0.001** | CUSIP NO. 00088R 10 5 |
|                    | ** **                                                        |                  |
|                    | ** **                                                        |                  |
| **This Certifies that** | ** **                                                        |                  |
|                    |                                                              |                  |
|                    |                                                              |                  |
| Is The Record Holder Of |                                                              |
|                    |                                                              |
|                         |                                                                   |                       |  |

Shares of ***A.C.T. HOLDINGS, INC.*** CommonStock

transferableon the books of the Corporation by the holder hereof, in person or by dulyauthorized attorney, upon surrender of this Certificate properly endorsed. ThisCertificate is not valid until countersigned by the Transfer Agent andregistered by the Registrar.

 

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

 
| Dated:        FEBRUARY 11,  2005 |                                |                           |
|-------------------------------------------------------------------------------|-------------------------------------|--------------------------------|
|                                                                          |                                |
|                                                                          |                                |
|                                                                          |                                |
| /s/ William M. Caldwell, IV                                                   | /s/ Michael D. West                 |
| SECRETARY                                                                     | PRESIDENT                           |
|                                                                          |                                |
|                                                                          |                                |
|                                                                          |                                |
|                                                                          |                                |
|                                                                          | COUNTERSIGNED & REGISTERED | /s/ [ILLEGIBLE]                |
|                                                                          |                                | COUNTERSIGNED Transfer Agent - |
|                                                                          |                                | Authorized Signature           |
|                                                                               |                                     |                                |  |

 
|  | **INTERWEST TRANSFER CO. INC.**  *P.O. BOX 17136 / SALT LAKE CITY, UTAH 84117* |
|--|------------------------------------------------------------------------------------------|

 

*The shares represented by this certificate have not been registeredunder the Securities Act of 1933, as amended. The shares have been acquired forinvestment and may not be offered, sold or otherwise transferred in the absenceof an effective registration statement with respect to the shares or anexemption from the registration requirements of said act that is thenapplicable to the shares, as to which a prior opinion of counsel may berequired by the issuer or the transfer agent.*

 

#11-C • Copyright © 2004/Reynolds Graphics,Inc. / Salt Lake City, Utah

 

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The following abbreviations, when used in the inscription on the faceof this certificate, shall be construed as though they were written out in fullaccording 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 survivorship and not as  tenants in common |                | under Uniform Gifts to Minors |
|    | Act                                                                          |                |
|    | (State)                                                                      |
|         |                                                                              |                     |                               |           |         |  |

 

Additional abbreviations may also be usedthough not in the above list.

 

For Value Received,                                  herebysell, assign and transfer unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHERIDENTIFYING 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                                                                                                                                                                                                  |   |   |
|                                                                                                                                                                                                   |
|                                                                                                                                                                                                   |
|                                                                                                                                                                                                   |   |   |
| **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 |
|                                                                                                                                                                                                        |  |  |  |  |  |

 

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* NOTICE SIGNATURE GUARANTEED:

 

SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF AREGISTERED 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 GUARANTEEUSE ONLY ***

 

*The shares represented by this certificate have not been registeredunder the Securities Act of 1933, as amended. The shares have been acquired forinvestment and may not be offered, sold or otherwise transferred in the absenceof an effective registration statement with respect to the shares or anexemption from the registration requirements of said act that is thenapplicable to the shares, as to which a prior opinion of counsel may berequired by the issuer or the transfer agent.*

 

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