B2B COM 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]                             b2b.com  Inc.
                One Million Shares Authorized, $0.0001 Par Value

This  Certifies  That  SPECIMEN is the owner of ______________________ Shares of
                       --------
$0.0001  each  of  the  Capital  Stock  of

                                                      b2b.com 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     $0.01     EACH
                             -------               -----


<PAGE>
                                   CERTIFICATE
                                       FOR

                                     SHARES

                               [SEAL APPEARS HERE]

                                     OF THE

                                  CAPITAL STOCK


                                  b2b.com 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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