PREPAID TELECOM CORP
SB-2, EX-4.1, 2000-10-27
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                                                                     EXHIBIT 4.1
                                                                     -----------
                                     [LOGO]



SPECIMEN                                                             74070M 10 1
         ORGANIZED UNDER THE LAWS OF THE STATE OF NEVADA OCTOBER 1, 1999

                           PREPAID TELECOM CORPORATION

 CAPITAL STOCK: 24,000,000 SHARES COMMON STOCK @ $.001 PAR VALUE. FULLY PAID AND
                                 NON-ASSESSABLE


THIS  CERTIFIES  THAT________________________________  is  the registered holder
of___________________   SHARES   OF   THE   CAPITAL  STOCK  OF  PREPAID  TELECOM
CORPORATION.,  transferable  only  on the books of the Corporation by the holder
hereof,  in  person  or  by  duly  authorized  attorney,  upon surrender of this
Certificate  properly  endorsed  or  accompanied  by  a proper assignment.  This
Certificate  is  not  valid  until  countersigned and registered by the Transfer
Agent  and  Registrar.

IN  WITNESS WHEREOF, the Corporation has caused this certificate to be signed in
facsimile  by its duly authorized officer and the facsimile corporate seal to be
duly  affixed  hereto.



DATED:____________________________

SECRETARY                                    CHAIRMAN OF THE BOARD AND PRESIDENT

//S//  ROBERT  L.  WHARTON                   //s//  PATRICK  W. STEPHENSON
--------------------------                   -----------------------------------
ROBERT  L.  WHARTON                          PATRICK  W.  STEPHENSON


<PAGE>
The  corporation will furnish without charge to each stockholder who so requests
the  powers,  designations,  preferences and relative participating, optional or
other  special  rights  of  each  class  of  stock  or  series  thereof  and the
qualifications,  limitations  or restrictions of such preferences and/or rights.

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-- as Custodian under
                                                              Uniform  Gifts  to
                                                              Minors Act

TEN ENT -- as tenants by the entireties   JT TEN -- as joint tenants with  right
                                                    of  survivorship  and not as
                                                    tenants  in  common

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

For Value Received, ___________________________ hereby sell, assign and transfer
unto:

                         ______________________________
                         ______________________________
                         ______________________________

 (Please print or typewrite name and address, including zip code, of assignee.)


Please insert social security or other identifying number of assignee___________

Dated: _________

NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR  ENLARGEMENT  OR  ANY  CHANGE  WHATEVER.


<PAGE>


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