Exhibit 4.1 Speciman Stock Certificate






    
Exhibit 4.1


    
	
			
	Number


______
	

American Power Group Corporation


INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	Shares


______






SEE REVERSE FOR CERTAIN DEFINITIONS


CUSIP 02906V 10 2


THIS CERTIFIES THAT


____________________________________
____________________________________
____________________________________




Is the owner of         ____________________________________




FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF
American Power Group Corporation


transferable on 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 subject to the laws of the State of Delaware and to the Certificate of Incorporation and by-laws of the Corporation, all as amended from time to time. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.


IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed by the facsimile signatures of its duly authorized officers and a facsimile of its corporate seal to be hereunto affixed.
Dated:


	
			
	COUNTERSIGNED AND REGISTERED:


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
(Brooklyn, NY)
TRANSFER AGENT AND REGISTRAR


By: ____________________
AUTHORIZED SIGNATURE
	



[Corporate
seal]
	



Lyle E. Jensen


CHIEF EXECUTIVE OFFICER


Charles E. Coppa


CHIEF FINANCIAL OFFICER













American Power Group, Inc.


The Corporation has more than one class of stock authorized to be issued. The Corporation will furnish without charge to each stockholder upon written request, a copy of the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class of stock (and any series thereof) authorized to be issued by the Corporation.


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 law or regulations:


	
					
	TEN COM                   -  
TEN ENT                     -  
JT TEN                         -  
	as tenants in common
as tenants by the entireties
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 through 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

	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.
SIGNATURE(S) GUARANTEED:




________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS 
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH 
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE 
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.