ALTTECH VENTURES CORP
SB-2, EX-4.1, 2000-12-19
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                                                                     EXHIBIT 4.1


                                                             SHARES  -----------
        -----------                                                  |         |
NUMBER  |         |                                                  -----------
        -----------

                                                                 -----------
                                                          CUSIP  |         |
                                                                 -----------

                             ALTTECH VENTURES CORP.

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
           160,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE
          40,000,000 SHARES PREFERRED STOCK AUTHORIZED, $.001 PAR VALUE



This  certifies  that                  ***              ***


Is  the  owner  of                             ***

             FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF

                             ALTTECH VENTURES CORP.

   Transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed.  This certificate
     and the shares represented hereby are subject to the laws of the State of
  Nevada, and to the Certificate of Incorporation and Bylaws of the Corporation,
as now or hereafter amended.  This Certificate is not valid unless countersigned
                             by the Transfer Agent .
    Witness the facsimile seal of the Corporation and the signature of its duly
                              authorized officers.

DATED:     ____________



--------------------------                               -----------------------
                PRESIDENT                                              SECRETARY

                                     [SEAL]

If  applicable  restricted  legend:

The  shares  of  stock  represented by this certificate have not been registered
under  the  securities act of 1933, as amended, and may not be sold or otherwise
transferred  unless  compliance with the registration provisions of such Act has
been  made  or  unless  availability  of  an  exemption  from  such registration
provisions  has  been established, or unless sold pursuant to rule 144 under the
Securities  Act  of  1933.


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