Prepared by MERRILL CORPORATION




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EXHIBIT 4.1    
  


 
  FORM OF STOCK CERTIFICATE    
  


NOT
VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA 



	
Number	
 	

NEWTECH RESOURCES LTD.	
 	
Shares
	 	 	 	 	Cusip No—652525-10-6




AUTHORIZED
COMMON STOCK: 30,000,000 SHARES—PAR VALUE: $.001 


THIS
CERTIFIES THAT 


IS
THE RECORD HOLDER OF 


    Shares
of NEWTECH RESOURCES LTD. 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: 


Newtech
Resources Ltd. Corporate Seal 



	

Secretary	

President
	

Interwest Transfer Co., Inc., P.O. Box 171361, Salt Lake City, Utah 84117
	

 	

 
	 	

	Countersigned and Registered	Countersigned Transfer Agent

Authorized Signature




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    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)
	JT TEN	-	as joint tenants with right of survivorship and not as tenants in common	 	 	under Uniform Gifts to Minors Act____________________________

(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 





                                        
                                          
                                         
                                          
                 


(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 stock 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 WHATEVER 


NOTICE:
SIGNATURE GUARANTEED:

Signature(s) 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 guaranteeing firm must be a member
of the Medallion Guarantee Program. 


    Transfer
Fee Will Apply 


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EXHIBIT 4.1

FORM OF STOCK CERTIFICATE