EXHIBIT  4.1


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             INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
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------                                                            --------------
  No.                                                                Shares
------                                                            --------------

                             The State of Washington

[LOGO]              Corporate Development and Innovation Inc.
            One Hundred Million Shares Authorized, $0.0001 Par Value

This  Certifies  That  SPECIMEN is the owner of ______________________ Shares of
                       --------
$0.0001  each  of  the  Capital  Stock  of

                    Corporate Development and Innovation Inc.

transferable only on the books of the Corporation by the holder hereof in person
or  by  Attorney  upon  surrender  of  this  Certificate  properly  endorsed.

In  Witness  Whereof,  the  said  corporation  has caused this Certificate to be
signed  by  its  duly authorized officers, and to be sealed with the Seal of the
Corporation  this  ______  day  of  _____________  At

[SEAL]

-----------------------                                   ----------------------
        President                                              Secretary

                          ------------            ---------
                             SHARES      $0.0001     EACH
                          ------------            ---------


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                                   CERTIFICATE
                                       FOR

                                     SHARES

                               [SEAL APPEARS HERE]

                                     OF THE

                                  CAPITAL STOCK


                    Corporate Development and Innovation Inc.

                                    ISSUED TO


                                      DATED


     For  Value  Received  ______  hereby  sell,  assign  and  transfer  unto
_____________________________________________________________________________
______________________________________________________________________    Shares
of  the  Capital  Stock  represented  by  the  written Certificate and do hereby
irrevocably  constitute  and  appoint __________________________________________
to  transfer  the  said  Stock  on  the  books  of  the within named corporation
with  full  power  of  substitution  in  the  premises.

     Dated___________________
          In  presence  of
                          ___________________
     _____________________


NOTICE.  THE  SIGNATURE  OF  THIS  ASSIGNMENT  MUST  CORESPOND  WITH THE NAME AS
WRITTEN  ON  THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION
AND  ENLARGEMENTS  OR  ANY  CHANGE  WHATEVER

     PLEASE NOTE THAT ALL CERTIFICATES MUST BE LEGENDED AS FOLLOWS:

      The shares  to  be acquired upon exercise  of these warrants have not been
      registered under the Securities Act of 1933, as  amended, (the "Act")  and
      may not be sold,  transferred  or  otherwise  disposed  of by the  holder,
      unless registered under  the  act  or  unless,  in  the opinion of counsel
      satisfactory to the issuer, the transfer qualifies for an exemption  from
      or exemption to the registration provisions thereof.


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