-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing



EX 4.1


  
    INCORPORATED UNDER THE
        LAWS OF THE STATE OF NEVADA 

     DIGITAL VALLEYS CORP. 

    COMMON STOCK 

      PAR VALUE $0.001
      EACH 

     THE CORPORATION WILL FURNISH WITHOUT CHARGE
        TO ANY SHAREHOLDER 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

    

	This is to Certify that	 	  is
        the  owner of 



     FULLY PAID
    AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

     Digital Valleys Corp. 

     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. 

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

     Dated: ____________.

    

    

    	___________________________ 

          CHIEF EXECUTIVE  OFFICER  	THIS CERTIFICATE IS SUBJECT TO
          THE RESTRICTIONS  

                SET FORTH ON
        THE BACK HEREOF. 
	___________________________ 

          SECRETARY




    

  






 

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 ...................

    (Cust.)                          (Minor) 

	 	 	 	 	 
	TEN ENT 	 	-as tenants by the entireties	 	Under Uniform Gifts to Minors

	 	 	 	 	 
	JT TEN 	 	-
    as joint tenants with right of

    survivorship and not as tenants in common	 	Act ...............................................

      (State)



     Additional abbreviations
  may also be used though not in the above list. 


For value received, _________________ hereby
sells, assigns and transfers unto 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 

	 	 




 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) 


	 



 


__________________________________________________Shares
of _____________


Common Stock, represented by the within Certificate,
and do hereby 

irrevocably constitute and appoint 


_________________________________ Attorney, 

to transfer the said Shares on the books of the within named 

Corporation with full power of
substitution in the premises. 


Dated _________________ 20_________


In presence of 


___________________________ 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS SUCH REGISTRATION IS NOT REQUIRED.

 

NOTICE: THE SIGNATURE OF THIS ASSIGNMENT
    MUST CORRESPOND WITH

THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR

WITHOUT ALTERATION OF ENLARGEMENT OR ANY CHANGE WHATSOEVER