Exhibit 4.1


  


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE


  


	*[Certificate No.]*	 	*[Number of Shares]*


 


EMPIRE
ENERGY HOLDINGS, INC.




 


 


	 	
        COMMON STOCK

        PAR VALUE, $0.01 PER SHARE
	
        See Reverse for

        Certain Definitions 



 


	This is to Certify that 	 	is the owner of 





	 	*[Number of Shares]*	fully paid and





	non-assessable shares of the above Corporation transferable only 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
        *[____________]*.



 


	 	 
	Bruce Mcleod, Chief Executive Officer	 


 




    	 



    	 



    

  


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 TRANSFERS MIN ACT-..................Custodian...............

                                      (Cust)                  (Minor)

	TEN ENT	 	- as tenants by the entireties	 	
        under Uniform Transfers to Minors

        

        Act......................................................

	JT TEN	 	- as joint tenants with right of survivorship and not as tenants in common	 	 
	 	 	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 POSTAL ZIP CODE OF ASSIGNEE)

         

	
         

         



 


	 	Shares


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
__________________            
____


       In presence of


 


__________________________________________________         ______________________________


  


NEITHER THESE SECURITIES NOR THE SHARES
OF COMMON STOCK ISSUABLE PURSUANT HERETO HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1944, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, NEITHER THESE SECURITIES NOR ANY SUCH SHARES OF COMMON STOCK MAY BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 


THE SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE
AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.


 


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.