EXHIBIT 4.1

                   Text of stock certificate for common stock


              INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
                                                                    COMMON STOCK

NUMBER                            BIOTEL INC.                             SHARES


                                        SEE REVERSE SIDE FOR CERTAIN DEFINITIONS

                                                           CUSIP NO. 09067F 10 7

* SEE RESTRICTIVE LEGEND ON REVERSE SIDE*
-----------------------------------------


This Certifies that


* * *
is the owner of

            FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
                         OF $.01 PAR VALUE PER SHARE, OF

                                   BIOTEL INC.
transferable on the stock transfer books of the Corporation by the holder hereof
in person or by duly authorized attorney or legal representative, upon surrender
of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
of the Certificate of Incorporation and Bylaws of the Corporation as from time
to time amended (copies of which are on file with the Corporation and the
transfer Agent). This certificate is not valid unless countersigned by the
transfer Agent and Registrar.
     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its corporate seal to be hereunto affixed.

Dated:
            _______, ________           _______________________________________
                                                      PRESIDENT

COUNTERSIGNED AND REGISTERED:
         VALLEY FORGE SOFTWARE CORP.
            TRANSFER AGENT AND REGISTRAR

By
  _______________________________       _______________________________________
      AUTHORIZED SIGNATURE                            SECRETARY



                                   BIOTEL INC.
                           (CORPORATE SEAL, MINNESOTA)



<PAGE>


                                   BIOTEL INC.

            The Corporation will furnish to any stockholder upon request and
without charge a full statement of the powers, designations, preferences, and
relative, participating, optional or other special rights of each authorized
class of stock or series thereof and the qualifications, limitations, or
restrictions of such preferences and/or rights, to the extent that the same have
been determined. Such request may be made to the Corporation or its 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
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(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.

                                    *******************************************
                                    The shares of common stock represented by
                                    this certificate have not been registered
                                    under the Securities Act of 1933 or under
                                    applicable state securities laws and may not
                                    be sold, transferred or pledged in the
                                    absence of such registration, unless
                                    pursuant to an exemption from registration
                                    requirements of the securities act of 1933
                                    and applicable state securities laws. the
                                    company reserves the right to require any
                                    opinion of the Company's Counsel
                                    satisfactory to it before effecting any
                                    transfer of the shares.