DEERBROOK PUBLISHING GROUP INC
10SB12G/A, EX-4.1, 2000-06-09
BUSINESS SERVICES, NEC
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               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

                                                          CUSIP NO.  244195 10 3

Number                                                            Shares

                                    Deerbrook
                                Publishing Group
                   AUTHORIZED COMMON STOCK: 25,000,000 SHARES
                                 PAR VALUE $.001

THIS CERTIFIES THAT


IS THE RECORD HOLDER OF

             Shares of DEERBROOK PUBLISHING GROUP, INC. Common stock

Transferable  on the books of the  Corporation  in person or by duly  authorized
attorney upon surrender of this Certificate properly endorsed.  This Certificate
is not valid until  countersigned  by the Transfer  Agent and  registered by the
Registrar.

A statement of the rights,  preferences,  privileges and restrictions granted to
or  imposed  upon the  respective  classes  or  series of shares of stock of the
Corporation  and upon the  holder  thereof as  established  by the  Articles  of
Incorporation  and  the  number  of  shares  constituting  each  class  and  the
designations  thereof,  may be  obtained  by any  shareholder  upon  request and
without charge at the principal office of the Corporation.

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

Dated:

Keith M. Chesser              Corporate Seal                   Mark J. Eaker
SECRETARY                                                      PRESIDENT

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

                                                 By
                                                   -----------------------------
                                                       Authorized Signature
<PAGE>
NOTICE:   Signature  must  be  guaranteed  by a firm  which  is a  member  of a
          registered  national stock exchange or by a bank (other than a saving
          bank), or a trust company. 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_______
TEN ENT - as tenants by the entireties                     (Cust)        (Minor)
JT TEN - as joint tenants with right      under Uniform Gifts to Minors Act
         of survivorship and not as       ______________________________________
         tenants in common                              (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)

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


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