Specimen Cert. of Common Stock


    EXHIBIT
      4.1

    

       

       

    

    
      	 	
              COMMON
                STOCK

            	 	
              COMMON
                STOCK

            	 
	 	
              PAR
                VALUE $.001

            	 	
              THIS
                CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND JERSEY CITY,
                NJ

            	 
	
              Certificate

              Number

               

            	
               MICROTEK(TM)

            	
              Shares

               

            
	 	
              MEDICAL
                HOLDINGS, INC.

            	 
	 	 	 
	
              MICROTEK
                MEDICAL HOLDINGS, INC.

            
	 	
              INCORPORATED
                UNDER THE LAWS OF THE STATE OF GEORGIA

            	 
	 	
              THIS
                CERTIFIES THAT

            	 	
              CUSIP
                59515B 10 9

            	 
	 	 	
               

            	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            	 
	 	 	 	 	 
	 	
              is
                the owner of

            	
            
	 	 	 	 	 
	 FULLY
              PAID AND NONASSESSABLE SHARES, PAR VALUE $.001 PER SHARE, OF THE COMMON
              STOCK OF
	 	 	 
	 	
              Microtek
                Medical Holdings, Inc.,
                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. The certificate is not valid until countersigned
                and
                registered by the Transfer Agent and Registrar.

               

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

               

            	 
	 	 	 	
              DATED
                <<Month Day, Year>>

            	 
	 	
               

              /s/
                Dan R. Lee

            	
              [MICROTEK
                CORPORATE 

              SEAL]

            	
              COUNTERSIGNED
                AND REGISTERED:

              COMPUTERSHARE
                INVESTOR SERVICES, LLC,

              (CHICAGO)

              TRANSFER
                AGENT AND REGISTRAR

               

               

              By:                                                                   

                         
                AUTHORIZED SIGNATURE

            
	
              President
                and Chief Executive Officer

            
	
               

              /s/
                Roger G. Wilson

            
	
              Chief
                Financial Officer, Treasurer and Secretary

            
	
              SECURITY
                INSTRUCTIONS ON REVERSE

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

       

    

    
      MICROTEK
        MEDICAL HOLDINGS, INC.


      UNTIL
        THE
        SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS
        CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
        AS
        SET FORTH IN A RIGHTS AGREEMENT, DATED AS OF DECEMBER 20, 1996 (AS SUCH MAY
        BE
        AMENDED FROM TIME TO TIME, THE “RIGHTS AGREEMENT”), BETWEEN MICROTEK MEDICAL
        HOLDINGS, INC., F/K/A ISOLYSER COMPANY, INC. (THE “COMPANY”), AND COMPUTERSHARE
        SHAREHOLDER SERVICES, INC., SUCCESSOR TO SUNTRUST BANK, AS RIGHTS AGENT,
        THE
        TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF
        WHICH
        IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN
        CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE
        REDEEMED, MAY BE EXCHANGED FOR SHARES OF COMMON STOCK OR OTHER SECURITIES
        OR
        ASSETS OF THE COMPANY OR A SUBSIDIARY OF THE COMPANY, MAY EXPIRE, MAY BECOME
        VOID (IF THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON” OR AN AFFILIATE
        OR ASSOCIATE THEREOF, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT,
        OR BY
        ANY TRANSFEREE OF ANY OF THE FOREGOING) OR MAY BE EVIDENCED BY SEPARATE
        CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY
        WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO
        THE
        HOLDER OF THIS CERTIFICATE WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT
        OF A
        WRITTEN REQUEST THEREFOR.

      


      
        	
                 

                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
                  GIFT MIN ACT- . . . . . . . . . . .Custodian . . . . . . . . .
                  . . . .
                  

              
	 	 	
                (Cust)

              	 	
                (Minor)

              	 
	
                TEN
                  ENT 

              	
                -
                  as
                  tenants by the entireties

              	 	
                under
                  Uniform Gifts to Minors Act . . . . . . . . . . . . . . . . .
                  

              
	 	 	 	 	 	
                (State)

              
	
                JT
                  TEN

              	
                -
                  as
                  joint tenants with right of survivorship

                and
                  not as tenants in common

              	
                UNIF
                  TRF MIN ACT . . . . . . . . .. Custodian (until age. ..) . . .
                  . . . .
                  

              
	 	
                        
                  (Cust)

              	 	
                (Minor)

              
	 	 	
                under
                  Uniform Transfers to Minors Act. . . . . . . . . . . . . . .
                  .

              
	 	 	 	 	 	
                (State)

              
	 	
                Additional
                  abbreviations may also be used through not in the above
                  list.

              	 	 


      

      


      

        


        
          	 	 	 	
                  PLEASE
                    INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                    ASSIGNEE

                
	
                  For
                    value received, 

                	 	
                  hereby
                    sell, assign and transfer unto 

                	 
	 	 
	 	 
	 
	
                  (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:
                    

                	 	
                  20

                	 	 	
                   

                  Signature(s)
                    Guaranteed: Medallion Guarantee Stamp

                   

                  THE
                    SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTUTION
                    (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.

                
	
                   

                  Signature:

                	
                   

                  ______________________________________________________

                	 
	
                   

                  Signature:

                	
                   

                  
                    ______________________________________________________

                  

                	 
	 	
                  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.