EXHIBIT  4.1
                                                                    ------------

                                     [LOGO]

                                                     CUSIP  Number



SPECIMEN
      ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE SEPTEMBER 26, 1997

                               MAC FILMWORKS, INC.

CAPITAL STOCK: 50,000,000 SHARES COMMON STOCK @ $.0001 PAR VALUE. FULLY PAID AND
                                 NON-ASSESSABLE

THIS  CERTIFIES  THAT________________________________  is  the registered holder
of___________________  SHARES  OF  THE  CAPITAL  STOCK  OF  MAC FILMWORKS, INC,
transferable  only  on  the  books  of  the Corporation by the holder hereof, in
person  or  by  duly  authorized  attorney,  upon  surrender of this Certificate
properly  endorsed  or  accompanied by a proper assignment.  This Certificate is
not  valid  until  countersigned  and  registered  by  the  Transfer  Agent  and
Registrar.

IN  WITNESS WHEREOF, the Corporation has caused this certificate to be signed in
facsimile  by its duly authorized officer and the facsimile corporate seal to be
duly  affixed  hereto.




DATED:
      -------------

SECRETARY                                     CHAIRMAN  OF  THE  BOARD  AND
                                              PRESIDENT

/S/  ANDREA  O'NEAL                           /S/  JIM  B.  MCCULLOUGH,  SR
---------------------                         -------------------------------
ANDREA  O'NEAL                                        JIM  B.  MCCULLOUGH,  SR.


<PAGE>
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-- as Custodian under
                                                             Uniform Gifts to
                                                             Minors Act

TEN ENT -- as tenants by the entireties  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 print or typewrite name and address, including zip code, of assignee.)


Please  insert  social  security  or  other  identifying  number  of  assignee
________________________________

Dated:  ___________________________

NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR  ENLARGEMENT  OR  ANY  CHANGE  WHATEVER.


<PAGE>