exv4w1



 





Exhibit 4.1






	COMMON STOCKCOMMON STOCKADZATHIS CERTIFICATE IS TRANSFERABLEIN BOSTON, MA OR
NEW YORK, NYSEE REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT AS TO THE
RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS ON SHARESINCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARECUSIP 006864 10 2THIS CERTIFIES THATIS THE
RECORD HOLDER OFFULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$0.001 PAR VALUE PER SHARE, OFBYADEZA BIOMEDICAL CORPORATIONtransferable 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
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:#################################CA ########L###EDI############M #####C
#WELLS FARGO BANK####COUNTERSIGNED AND REGISTERED:####PO #O ###, #######I O#R
##RN#OR####A#.#B####CTE P ###A#######.######A SEAL O R #######Z E ###T A
########MAY 7,#D##########I######1996 ####A ###O #PRESIDENT/CEO#E###VICE
PRESIDENT FINANCE AND ADMINISTRATION/CFOAUTHORIZED SIGNATURETRANSFER AGENT AND
REGISTRAR####N#D E
##L##########AWAR#############################################################






 









 











	A statement of 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 as established, from time to time, by the Certificate
of Incorporation of the Corporation and by any certificate of determination,
the number of shares constituting each class and series, and the designations
thereof, may be obtained by the holder hereof upon request and without charge
from the Secretary of the Corporation at the principal office of the
Corporation.




	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




	commonUNIF GIFT MIN ACT — ......................... Custodian
        ......................... TEN ENT — as tenants by the entireties(Cust)
(Minor)JT TEN — as joint tenants with right
ofunder Uniform Gifts to Minors survivorship and not as tenantsAct
        .............................................................. in common(State)
COM PROP — as community property UNIF TRF MIN ACT — ................. Custodian
(until age ................)(Cust)............................ under Uniform
Transfers(Minor) to Minors Act
        ..............................................(State)Additional abbreviations




	may also be used though not in the above list.FOR VALUE RECEIVED, hereby sell,
assign and transfer untoPLEASE INSERT SOCIAL SECURITY OR OTHERIDENTIFYING
NUMBER OF ASSIGNEE(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP
CODE, OF ASSIGNEE)Shares of the common stock represented by the within
Certificate, and do hereby irrevocably constitute and appointAttorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.Dated X XTHE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE NOTICE: FACE OF
THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANYCHANGE WHATEVER.Signature(s) GuaranteedByTHE 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 S.E.C. RULE 17Ad-15.