KNIGHTSBRIDGE INVESTMENTS INC
SB-2, EX-4.1, 2000-09-12
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                         KNIGHTSBRIDGE INVESTMENTS, INC.
             (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)


This certifies that ----------


is the registered owner of ----------------


fully paid and non-assessable shares of common stock, $.001 par value each of


                         KNIGHTSBRIDGE INVESTMENTS, INC.



     Transferable  on the books of the Corporation in person or by attorney upon
surrender of this  Certificate  duly endorsed or assigned.  This Certificate and
the shares  represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation  and By-laws 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 facsimile  signatures
of its duly authorized officers.



Dated: ----------------



                        KNIGHTSBRIDGE INVESTMENTS, INC.
/s/Patrick J. Lawless          CORPORATE SEAL                /s/David Jackson
---------------------                2000                    -----------------
 Secretary                         DELAWARE                    President



                                                               Countersigned:
                                       Olde Monmouth Stock Transfer Co., Inc.
                                                               Transfer Agent



                                                         AUTHORIZED SIGNATURE


<PAGE>


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



UNIFORM GIFTS TO MINORS ACT



( Custodian)                       (Minor)
under the Uniform Gifts of Minors Act of  the State of ------------------


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:


Please insert social security
or other identifying number: -----------------


(Insert name and address, including zip code):


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


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


--------------------------------------------- shares


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



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


to transfer the said shares 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
it is  written  upon the face of the  Certificate  in every  particular  without
alteration or enlargement or any change whatever.




SIGNATURE GUARANTEE:






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