Exhibit 4.1

                NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA


                                                           CUSIP NO. 151017 10 2


            NUMBER                                                SHARES
____________________         Celexx Corporation              ___________________

                   AUTHORIZED COMMON STOCK: 100,000,000 SHARES
                              PAR VALUE:  $.001            RESTRICTED SECURITIES


THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

THE SHARES OF STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, "THE ACT") OR ANY STATE SECURITIES
LAW,  AND  MAY  NOT BE  TRANSFERRED  OR  SOLD  UNLESS  AN  EXEMPTION  FROM  SUCH
REGISTRATION  PROVISIONS IS AVALABLE (THE ISSUER AND/OR ITS TRANSFER  AGENT HAVE
AN OPTION TO REQUIRE THAT  AVAILABILITY  OF AN EXEMPTION  BE  ESTABLISHED  BY AN
OPINION OF COUNSEL WHICH IS SATISFACTORY TO THEM).

                 -- Shares of CELEXX CORPORATION Common Stock --

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:  _______________




_______________________        CELEXX CORPORATION      _________________________
SECRETARY                         CORPORATE SEAL       PRESIDENT





Countersigned & Registered:
AMERICAN REGISTRAR & TRANSFER CO.
P.O. Box 1796, Salt Lake City, UT 84110



By
  ---------------------------------------------------------------------
         Registrar-Authorized Signature


<PAGE>



NOTICE:   Signature  must  be  guaranteed  by a  firm  which  is a  member  of a
          registered national stock exchange,  or by a bank (other than a saving
          bank), or a trust 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.

          TEN COM       --  as tenants in common
          TEN ENT       --  as tenants by the entireties
          JT TEN        --  as joint  tenants with right of survivorship and not
                            as tenants in common
          UNIF GIFT MIN ACT -- _______________     Custodian _______________
                                  (Cust)                         (Minor)
                                under Uniform Gifts 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, INCLUDING ZIP CODE, 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 _____________________


          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


                         CURRENT TRANSFER FEE APPLICABLE