EXHIBIT 4.1 


SPECIMEN STOCK CERTIFICATE


	
   

  	
   

  	
   

  
	
  NUMBER

  	
  144-RESTRICTED SHARES

  	
  SHARES

  
	
__________________________

  	
   

  	
__________________________

  






	
   

  	
   

  
	
   

  	
  The shares
  represented by this certificate have not been registered under the Securities
  Act of 1933 (the “Act”), and are Restricted Securities as that term is defined
  in Rule 144 under the Act and requires written release from either issuing
  company or their attorneys prior to legend removal

  



QI SYSTEMS INC.


Incorporated under the laws of the State of
Delaware


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Par Value
  $0.001

  	
   

  	
  CUSIP No.

  	
   

  
	
  Common Stock
  

  	
   

  	
   

  	
  ________________________

  
	
   

  	
   

  	
   

  	
   

  
	
  THIS
  CERTIFIES THAT 

  	
   

  	
   

  	
   

  
	
   

  	
________________________

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  is the owner
  of

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
________________________

  	
   

  	
   

  	
   

  



FULLY PAID AND NON-ASSESSABLE SHARES OF THE
COMMON STOCK PAR VALUE OF $0.001 EACH OF


QI SYSTEM INC.


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:

  	
   

  
	
   

  	
   

  	
   

  	
__________________________

  
	
__________________________

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Countersigned
  and Registered:

  
	
  PRESIDENT
  CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature Stock Transfer, Inc.

  
	
   

  	
   

  	
  (Plano, Texas) Transfer Agent

  
	
__________________________

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CHAIRMAN

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
__________________________

  
	
   

  	
   

  	
   

  	

  Authorized
  Signature 


  









REVERSE SIDE


          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 (TRANS) ACT 

  	
  __________
  	
  Custodian

  	
  __________
  
	
  TEN ENT

  	
   

  	
  - as tenants
  by the entireties

  	
    (UGMA)
  (UTMA)

  	
   


  	
   

  	
   


  
	
  JT TEN

  	
   

  	
  - as joint
  tenants with right

  	
   

  	
     (Cust) 

  	
     (Minor)

  
	
   

  	
   

  	
     of
  survivorship and

  	
   

  	
  under
  Uniform Gifts (Transfers) to

  
	
   

  	
   

  	
     not as
  tenants in common

  	
   

  	
  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 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

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
__________________________

  	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
__________________________

  
	 
	
__________________________

  	
   

  	
__________________________
  
	
  SIGNATURE GUARANTEE

  	
   

  	
  NOTICE: THE SIGNATURE(S) TO THIS

  
	
  (BY BANK,
  BROKER, CORPORATE OFFICER)

  	
   

  	
  AGREEMENT
  MENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
  CERTIFICATE,          
  IN           EVERY
  PARTICULAR,               
  WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.