EXHIBIT 4.1
                        BANCORP INTERNATIONAL GROUP, INC.

      NUMBER                                                     SHARES


                      COMMON STOCK
                                                      PAR VALUE $.0001
                                                      PER SHARE

                                                      CUSIP
THIS CERTIFICATE IS TRANSFERABLE
                                                        SEE REVERSE FOR CERTAIN
                                                        DEFINITIONS AND LEGENDS

               INCORPORATED UNDER THE LAWS OF THE STATE OF NAVADA

This Certifies that

is the owner of
FULLY PAID AND  NON-ASSESSABLE  SHARES OF THE COMMON  STOCK,  PAR  VALUE$.01 PER
SHARE, OF BANCORP INTERNATIONAL GROUP, INC.

(hereinafter referred to as the "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 under and shall be held subject to the provisions
of the  State  of  Oklahoma  and  all  of the  provisions  of  the  Articles  of
Incorporation  and Bylaws of the Corporation and any amendments  thereto (copies
of which  are on file at the  office  of the  Corporation),  to all of which the
holder,  by acceptance  hereof,  assents.  This  Certificate  is not valid until
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:

                                                  COUNTERSIGNED AND REGISTERED
                                                  PACIFIC STOCK TRANSFER COMPANY
                                                  TRANSFER AGENT
                                                  AND REGISTRAR
                                                  BY

                                                    /s/ THOMAS MEGAS
                                                        ------------
                                                        CHIEF EXECUTIVE OFFICER
                                                        SECRETARY
                                                        AUTHORIZED OFFICER

<PAGE>

                        BANCORP INTERNATIONAL GROUP, INC.

     The  Corporation  is  authorized  to issue more than one class of stock and
more than one series of preferred  stock.  The  Corporation  will furnish,  upon
request and without charge, a full statement of the designations and the powers,
preferences and rights, and the  qualifications,  limitations or restrictions of
the  shares  of each  class of stock  authorized  to be  issued  by it,  and the
variations  in the relative  rights and  preferences  between the shares of each
series of any preferred class so far as the same have been fixed and determined,
and the  authority of the Board of Directors to fix and  determine  the relative
rights and preferences of subsequent series of any preferred class. Such request
may be made to the Secretary of the Corporation, or to the Transfer Agent.

     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
TEN ENT -as tenants by the entireties       MIN ACT-_______ Custodian __________
JT TEN  -as joint tenants with right                (Cust)            (Minor)
         of survivorship and not as                                       Under
         tenants in common                           Uniform Gifts to Minors Act

                                                                         (State)
                                            UNIF TRNFR
                                            MIN ACT-_______ Custodian __________
                                                    (Cust)            (Minor)
                                           Under Uniform Transfers 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



             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS 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.

                                               X
                                               (SIGNATURE)

                                               X
                                               (SIGNATURE)


THE SIGNATURE 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.



SIGNATURE(S) GUARANTEED BY:









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