SPECIMEN OF STOCK CERTIFICATE



 EXHIBIT 4.1 
  


			
	 COMMON STOCK
  
 NUMBER
	  	SHARES

  
 [ICAGEN LOGO]

  
 ICAGEN, INC. 
 Incorporated under the laws of the State of Delaware 
  
 CUSIP 45104P 10 4 
 SEE REVERSE SIDE FOR CERTAIN
DEFINITIONS 
  
 THIS CERTIFICATE IS TRANSFERABLE IN CHARLOTTE, NC AND NEW YORK, NY

  
 THIS CERTIFIES THAT 
  
  
  
 IS THE OWNER OF 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, 
 PAR VALUE $.001 PER SHARE, OF 
  
 ICAGEN, INC. 
  
 transferable on the books of the Corporation by the holder hereof in person or by duly
authorized Attorney, upon surrender of this Certificate, properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to the laws of the State of Delaware and to the Restated Certificate of Incorporation
and the Bylaws of the Corporation and all amendments thereto to all of which the holder by acceptance hereof assents. 
  
 This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
  
 WITNESS the facsimile seal of the Corporation and facsimile signatures of its
duly authorized officers. 
  
 Dated: 
  

					
			
	/s/    EDWARD P. GRAY        	 	 [Seal]
	 	/s/    P. KAY WAGONER        
	Secretary	 	 	 	President

  
 Countersigned and Registered:

  
 WACHOVIA BANK, N.A. 
 (Charlotte, N.C.) 
  
 Transfer Agent and Registrar 
  

			
		
	By:	 	 
	 	 	Authorized Officer








 THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. THE 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 OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. 
  
 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____________
	  

	 	  	 	 	    (Cust)
                                    (Minor)	 
	 TEN ENT - as tenants by the entireties
	  	 	 	under Uniform Gifts to Minors Act _____	  
	 	  	 	 	 	 	 	 	(State	)
	JT TEN - as joint tenants with right of survivorship and not as tenants in common	  	 	 	 	 	 	 	 	 

  
 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
Shares 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
WHATSOEVER.


  
  
 Signature(s) Guaranteed 
  
  
 __________________________________________________________________________________________ 
  
 SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC RULE 17Ad-15