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>