Exhibit 4.1






	





EXHIBIT 4.1 












	NUMBER	INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA	SHARES






	


NICOLE INDUSTRIES, INC. 



Total Authorized Issue
100,000,000
Shares $.001 Par Value
Common Stock 



See Reverse of Certain
Definitions 



THIS CERTIFIES THAT
__________________________________________________ IS THE OWNER OF 


______________________________________________________ fully paid and
non-assessable shares 

of the above Corporation transferable only on the books of
the Corporation by the holder thereof in person or 

by a duly authorized Attorney
upon surrender of this Certificate properly endorsed. 






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



Dated: __________________ 











	______________________________
Secretary	Corporate Seal	______________________________
President









	


COUNTERSIGNED AND REGISTERED

EXECUTIVE REGISTRAR & TRANSFER AGENCY, INC.
(PHOENIX, AZ) 



By 
————————————————

AUTHORIZED OFFICER 

















	






REVERSE OF CERTIFICATE 



     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 -
          
UNIF GIFT MIN ACT -
TEN ENT -
JT TEN -	as tenants in common
          
Custodian under Uniform Gifts to Minors Act
as tenants by the entireties
          
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.  



ASSIGNMENT 



     For
value received, __________________ hereby sells, assigns and transfers unto 



PLEASE INSERT SOCIAL SECURITY OR
OTHER 
IDENTIFYING 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 stock on the books of the within-named Corporation
with full power of substitution in the premises. 



Dated
__________________________________ 














		______________________________________
          
The signature to this assignment must correspond
with the name as written NOTICE: upon the face of
          
the certificate in every particular, without alteration 
or enlargement or any change whatever.
	 	 
		Signatures(s) Guaranteed:
	 	 
		___________________________________
          
The signatures(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