TWIN LAKES INC
SB-2, EX-4.1, 2000-09-14
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                                                                     Exhibit 4.1



                                Twin Lakes, Inc.

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
             AUTHORIZED 8,000,000 PREFERRED SHARES, $.001 PAR VALUE;
                    40,000,000 COMMON SHARES, $.001 PAR VALUE


NUMBER                                                         SHARES


THIS CERTIFIES THAT


                                                       SEE REVERSE FOR
                                                       CERTAIN DEFINITIONS
                                                       CUSIP _______________



is the owner of




FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF $.001 EACH OF


                                Twin Lakes, Inc.


transferable  on the books of the  Corporation  in person  or by  attorney  upon
surrender of this Certificate duly endorsed or assigned. This Certificate is not
valid unless countersigned by the Transfer Agent.

         WITNESS  the  facsimile  seal  of the  Corporation  and  the  facsimile
signature of its duly authorized officers.


Dated:       , 2000

---------------------------------            -----------------------------------
   Elliot H. Lutzker, Secretary                    Johnny Thomas, President


                                    Corporate
                                      SEAL

COUNTERSIGNED:



By:
    ---------------------------------------
    Transfer Agent and Authorized Signature


<PAGE>






                                Twin Lakes, Inc.

                            Transfer Fee: As Required

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

     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 ACT-_____ Custodian for _______
                                                  Cust.)              (Minor)
                                                   under Unform Gifts to Minors

TEN ENT  - as tenants by the entireties

JT TEN   - as joint tenants with right of     Act of  ________________________
           survivorship and not as tenants               (State)
           in common

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

For value received _____________________ hereby sell, assign and transfer unto

                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE

                    ________________________________________

                    ________________________________________

                Please print or type name and address of assignee

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________


________________________________________________________________  Shares  of the
Common Stock  represented by the within  Certificate  and do hereby  irrevocably
constitute                              and                              appoint
____________________________________________________________________ Attorney to
transfer the said stock on the books of the within_named Corporation,  with full
power of substitution in the premises.

Dated                     20
     ---------------------  ----

SIGNATURE GUARANTEED:                         X
                                               ---------------------------------

                                              X
                                               ---------------------------------


     THE SIGNATURE TO THIS  ASSIGNMENT  MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS  CERTIFICATE IN EVERY  PARTICULAR,  WITHOUT  ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.  THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE  GUARANTOR   INSTITUTION   (Banks,   Stockbrokers,   Savings  and  Loan
Associations  and  Credit  Unions)  WITH  MEMBERSHIP  IN AN  APPROVED  SIGNATURE
GUARANTEE MEDALLION PROGRAM.




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