FORM OF COMMON STOCK CERTIFICATE

                                  EXHIBIT 4.1

          Number                                              Shares
        /---------/                                         /--------/

                              CONSULTAMERICA, INC.
                   AUTHORIZED COMMON STOCK: 24,000,000 SHARES
                                PAR VALUE: $.001


THIS CERTIFIES THAT

            ____________________________________________

IS THE RECORD HOLDER OF

         Shares of ConsultAmerica, Inc. Common Stock transferable on the books
of the Corporation 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:

--------------------------                       -----------------------------
      Secretary                                           President

                              CONSULTAMERICA, INC.
                                    CORPORATE
                                      SEAL
                                    DELAWARE



NOTICE: Signature must be guaranteed by a firm which is a member of a registered
        national stock exchange, or by a bank (other than a saving bank), or a
        trust company. 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)

<PAGE>

               JF TEN - as joint tenants with right       under Uniform Gifts to
                   of survivorship and not as             Minors Act ...........
                   tenants in common                                    (State)

         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)

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(Please print or typewrite name and address, including zip code of Assignee)

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_____________________________________________________________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 _______________________
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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