LIFESTREAM INC
SB-2, EX-4.1, 2000-10-05
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                                                                   EXHIBIT  4.1

             ------------------------------------------------------
             INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
             ------------------------------------------------------

------                                                           --------------
No.                                                                      Shares
------                                                           --------------

                             The State of Washington

[LOGO]                           Lifestream  Inc.
                 One Million Shares Authorized, $0.000 Par Value

This  Certifies  That  SPECIMEN is the owner of ______________________ Shares of
                       --------
$0.01  each  of  the  Capital  Stock  of

                                 Lifestream Inc.

transferable only on the books of the Corporation by the holder hereof in person
or  by  Attorney  upon  surrender  of  this  Certificate  properly  endorsed.

In  Witness  Whereof,  the  said  corporation  has caused this Certificate to be
signed  by  its  duly authorized officers, and to be sealed with the Seal of the
Corporation  this  ______  day  of  _____________  At


[SEAL]


--------------------------                              ------------------------
     President                                               Secretary

                              ------               ----
                              SHARES     $0.000     EACH
                              ------               ----


<PAGE>
                                   CERTIFICATE
                                       FOR

                                     SHARES

                               [SEAL APPEARS HERE]

                                     OF THE

                                  CAPITAL STOCK


                                 Lifestream Inc.

                                    ISSUED TO

                             ________________________
                                      DATED

                             ________________________


     For Value Received ______ hereby sell, assign and transfer  unto___________
________________________________________________________________________________
________________________________________________________________________ Shares
of  the  Capital  Stock  represented  by  the  written Certificate and do hereby
irrevocably  constitute  and  appoint___________________________________________
to  transfer  the  said  Stock  on  the  books  of  the within named corporation
with  full  power  of  substitution  in  the  premises.

     Dated____________________
          In  presence  of
                               __________________________
__________________________

NOTICE.  THE  SIGNATURE  OF  THIS  ASSIGNMENT  MUST  CORESPOND  WITH THE NAME AS
WRITTEN  ON  THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION
AND  ENLARGEMENTS  OR  ANY  CHANGE  WHATEVER

     PLEASE  NOTE  THAT  ALL  CERTIFICATES  MUST  BE  LEGENDED  AS  FOLLOWS:

       The  shares  to be acquired upon exercise of these warrants have not been
       Registered  under the Securities Act of 1933, as amended, (the "Act") and
       may  not be  sold,  transferred  or  otherwise disposed of by the holder,
       unless registered under  the  act or  unless, in the  opinion  of counsel
       satisfactory to the issuer, the  transfer qualifies for an exemption from
       or exemption to the registration provisions thereof.


<PAGE>


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