EXHIBIT 4.1
                        FORM OF COMMON STOCK CERTIFICATE


NUMBER                                                                    SHARES
                       WIN OR LOSE ACQUISITION CORPORATION
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


                                                                  CUSIP ________

       THIS CERTIFIES THAT:

Is the owner of:

  FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER
                  SHARE OF WIN OR LOSE ACQUISITION CORPORATION


(hereinafter  called  the  "Corporation"),  transferable  upon 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 subject to all the  provisions
of the Certificate of  Incorporation  and By-Laws of the Corporation  (copies of
which are on file at the office of the Transfer  Agent of the  Corporation),  to
all of which the holder by acceptance hereof assents.

       Witness  the  facsimile  seal  of  the   Corporation  and  the  facsimile
signatures of its duly authorized officers.

Dated:

     Sally Fonner                  [SEAL]                        RACHEL A. FEFER
     President                                                   SECRETARY



<PAGE>


       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:
<TABLE>
<S>                                                       <C>
TEN COM        -  as tenants in common                        unif gift min act - _________ custodian _________
TEN ENT        - as tenants by the entireties                                          (cust)                (minor)
JT TEN         - as joint tenants with right of               under uniform gifts to minors
                 survivorship and not as tenants act          ______________
                 in common                                         (state)
</TABLE>

        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



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(please print or typewrite name and address, including zip code, of assignee)


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_________________________________________________________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 ____________________


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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.