RETRAC MEDICAL INC
SB-2, EX-4.1, 2000-09-21
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                                   EXHIBIT 4.1

                      SPECIMEN OF COMMON STOCK CERTIFICATE


NUMBER                                                             SHARES

                             RETRAC MEDICAL, INC.
              Incorporated Under the Laws of the State of Delaware
                 25,000,000 Authorized Shares $0.01 par value

                                                             -----------------
                                                             CUSIP
                                                             -----------------
                                                                SEE REVERSE
                                                         FOR CERTAIN DEFINITIONS


THIS CERTIFIES THAT


Is The Owner of

   FULLY PAID AND NON-ASSESSABLE SHARES OF $0.01 PAR VALUE COMMON STOCK OF

                             RETRAC MEDICAL, INC.

transferable only on the books of the Company in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid unless countersigned by the Transfer Agent and Registrar.

     IN WITNESS WHEREOF, the said Company has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Company.

<PAGE>

Dated:


          SECRETARY                                         PRESIDENT

                              [SEAL APPEARS HERE]


COUNTERSIGNED AND REGISTERED
     COMPUTERSHARE TRUST COMPANY, INC.
                P.O. Box 1598
            Denver, Colorado 80201


By _________________________________________________
     Transfer Agent & Registrar Authorized Signature


                             RETRAC MEDICAL, INC.

                TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED

     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 of regulations:

<TABLE>
<CAPTION>
  <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

   -----------------------------------

   -----------------------------------

<PAGE>

--------------------------------------------------------------------------------
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

__________________________________________________________________________Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

________________________________________________________________attorney-in-fact
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 PAGE OF THE
                            CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
                            OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

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.



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