Unassociated Document


     

    Exhibit
      4.1

    EAU
      TECHNOLOGIES, INC.

    


    


    
      	
              NUMBER 

            	
              SHARES

            
	
              EAU
                3001

            	 
	 	 
	
              INCORPORATED
                UNDER THE LAWS

              OF
                THE STATE OF DELAWARE

            	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

              CUSIP
                26824Y 10 4

            
	 	 
	
              COMMON
                STOCK

            	 


    

    


    


    THIS
      CERTIFIES THAT

    


    


    is
      the
      record holder of

    


    


    FULLY
      PAID SHARES OF THE COMMON STOCK,PAR VALUE $.0001 PER SHARE, OF

    


    


    EAU
      TECHNOLOGIES, INC.

    


    


    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 or
      assigned. This certificate not valid unless countersigned and registered by
      the
      Transfer Agent and Registrar. 

    Witness
      the facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

    


    Dated

    


    
      	
              /s/
                

            	 	
              /s/

            
	
              SECRETARY

            	
              CORPORATE

            	
              CHIEF
                EXECUTIVE OFFICER

            
	 	
              SEAL

            	 


    

    


    COUNTERSIGNED
      AND REGISTERED:

    U.S.
      STOCK TRANSFER CORPORATION

    TRANSFER
      AGENT

    AND
      REGISTRAR

    BY
      

    AUTHORIZED
      OFFICER

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EAU
      TECHNOLOGIES, INC.

    


    A
      statement of all of the powers, designations, preferences, rights and
      restrictions granted to or imposed upon the respective classes and/or series
      of
      shares of stock of the corporation and upon the holders thereof may be obtained
      by any shareholder upon request and without charge, at the principal office
      of
      the corporation, and the corporation will furnish any shareholder, upon request
      and without charge, a copy of such statement.

    


    This
      Certificate and the shares represented hereby shall be held subject to all
      of
      the provisions of the Articles of Incorporation and the Bylaws of the
      Corporation, and any amendments thereto, a copy of each of which is on file
      at
      the office of the Corporation, and made a part hereof as fully as though the
      provisions of said Articles of Incorporation and Bylaws, and any amendments
      thereto, were imprinted in full on this Certificate, to all of which the holder
      of this Certificate, by acceptance hereof, assents and agrees to be
      bound.

    


    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 

            	
               

            	  under
              Uniform Gifts to Minors
	 	
                
                of survivorship and not as

            	
               

            	  Act
              _________________________
	 	
                
                tenants in common 

            	
               

            	                          
              (State)
	 	 	 	 
	 	 	
              UNIT
                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 unto


    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING
      NUMBER OF ASSIGNEE

    ______________________________

     

    


    
      

    

    (PLEAE
      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 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(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.

            


    

    
       

       

    

    SIGNATURE(S)
      GUARANTEED:

    ________________________________________________________

    THE
      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.