EXHIBIT 4.1



|          |  |                                                      |  |          
|--------- |  | ---------------------------------------------------- |  | ---------
|[GRAPHIC] |  | AXTIVE CORPORATION                                   |  | [GRAPHIC]
|          |  |                                                     
|          |  | INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE |  |          



CUSIP 05462R 20 9

SEE REVERSE FOR CERTAIN DEFINITIONS



THIS CERTIFIES that



[GRAPHIC]



is the owner of



FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $.01 PER SHARE OF



AXTIVE CORPORATION transferable 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 and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation or the Corporation and any amendments thereto, to all of which the holder, by
acceptance hereof, assents.



This certificate is not valid
unless 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:



|     |  |                         |  |  |  |    |  |                                                                                                                   
|---- |  | ----------------------- |  |  |  | -- |  | ------------------------------------------------------------------------------------------------------------------
|     |  |                         |  | 
|SEAL |  | /s/ MOLLY W. MACTAGGART |  |  |  |    |  | /s/ GRAHAM C. BEACHUM II                                                                                          
|     |  |                         |  |  |  |    |  |                                                                                                                   
|     |  | Secretary               |  |  |  |    |  | President and Chief Executive Officer                                                                             
|     |  |                         |  |  |  |    |  |                                                                                                                   
|     |  |                         |  |  |  |    |  | Countersigned and Registered AMERICAN STOCK TRANSFER & TRUST COMPANY (New York, N.Y.) Transfer Agent and Registrar
|     |  |                         |  | 
|     |  |                         |  |  |  | By |  |                                                                                                                   
|     |  |                         |  |  |  |    |  |                                                                                                                   
|     |  |                         |  |  |  |    |  | Authorised Officer                                                                                                



__________________________________________





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AXTIVE CORPORATION



THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS,
PREFERENCES AND 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 thought 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 |  |  astenants by the entiretics                                           |  | (Cust)                       (Minor)      
|JT TEN  |  |  asjoint tenants with right of survivorshipand not as tenantsin 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



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(PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS 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 substitutions 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 OF [illlegible] OR ANY CHANGE
WHATEVER




Signature(s) Guaranteed:

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|THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GRANTOR INSTITUTION (BANKS STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLON PROGRAM) PURSUANT TO S.E.C. RULE 17AD-15.