Specimen of Common Stock Certificate



 EXHIBIT 4.1 
  


	NUMBER	 	SHARES
	   PC	 	 

 PATH 1 NETWORK TECHNOLOGIES INC. 
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  
  

	COMMON STOCK	 	CUSIP    703186    20    5            
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS

  
  
 THIS CERTIFIES THAT: 
  
  
  
  
 is the owner of 
  
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 PER SHARE OF THE COMMON STOCK 
  
 CERTIFICATE OF STOCK 
  
 PATH 1 NETWORK TECHNOLOGIES INC. (The “Company”) transferable on the books of the
Company by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 
 This
certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
 Witness the facsimile seal of the Company
and the facsimile signatures of its duly authorized officers. 
  
 Dated:

  
  

	 /s/    John R. Zavoli        

 SECRETARY
	  	[SEAL]	 	 /s/    [SIGNATURE ILLEGIBLE]        

 PRESIDENT


  
  

	 COUNTERSIGNED AND REGISTERED:
	 	 	 	 
	 	 	 REGISTRAR AND TRANSFER COMPANY
 (CRANFORD, NJ)
	 	TRANSFER AGENT
	 	 	 	 	 AND REGISTRAR
  
  
 AUTHORIZED SIGNATURE









 PATH 1 NETWORK TECHNOLOGIES INC. 
  

  
 THE COMPANY WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER WHO SO REQUESTS A FULL STATEMENT OF THE AUTHORIZED CAPITAL STOCK AND OF ALL DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR
SERIES OF THE CAPITAL STOCK AUTHORIZED TO BE ISSUED SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED, AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF
THE CLASSES AND SERIES OF SHARES OF THE COMPANY. 
  

  
 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: 
  

	JT TEN	 	—	 	as joint tenants with right of survivorship and not as tenants in common	 	UNIF GIFT MIN ACT —	 	 	 	                     Custodian                
    
       (Cust)                      (Minor)
	 	UNIF TRAN MIN ACT	 	—	 	 	 	                     Custodian                
    
       (Cust)                      (Minor)

	TEN COM	 	—	 	as tenants in common	 	 	 	 	 	under Uniform Gifts to Minors	 	 	 	 	 	 	 	under Uniform Transfers to Minors
	TEN ENT	 	—	 	husband and wife as tenants by the entireties	 	 	 	 	 	 Act
                        
               (State)
	 	 	 	 	 	 	 	 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 
 TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE 
  

  
  

 (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 Company 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.

			
	 	  	  
  
 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.


  
 KEEP THIS CERTIFICATE IN A SAFE
PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.