SWORD COMP SOFT CORP
SB-2, EX-4, 2000-10-19
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                                  Exhibit 4.1

                          FORM COMMON STOCK CERTIFICATE

                              SWORD COMP-SOFT CORP.
              Incorporated under the Laws of the State of Delaware
               Authorized Capital Stock 70,000,000 Shares Common Stock
                                Par Value $0.0001

         No.                                                 Shares

                                                             CUSIP _____________

THIS CERTIFIES THAT             IS THE OWNER OF

Fully paid and non-assessable  shares of SWORD COMP-SOFT CORP. Common Stock
transferable  only  on the  books  of the  Corporation,  in  person  or by  duly
authorized attorney upon surrender of this Certificate  properly endorsed.  This
Certificate  and the  shares  represented  hereby  are  issued and shall be held
subject to all of the  provisions of the  Certificate of  Incorporation  and the
Bylaws of this Corporation,  and all amendments thereto,  copies of which are on
file at the principal office of this Corporation.  In Witness Whereof,  the said
Corporation has caused this Certificate to be signed by the facsimile signatures
of its duly authorized officers and to be sealed with the facsimile seal of this
Corporation.  This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.

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

Dated:
                             [SEAL]
         /s/                                                   /s/
      Secretary                                                President


                              Countersigned
                              Intercontinental Registrar and Trust Agency, Inc.


                            By:_______________________________________
                                Transfer Agent and Registrar Authorized Person



<PAGE>

Reverse Side of Stock Certificate

         Signatures  must  be  guaranteed  by a  firm  which  is a  member  of a
registered  national  stock  exchange;  or by a bank  or a  trust  company.  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.

<PAGE>


TEN COM - as tenants in common     UNIF FIT MIN ACT-________Custodian__________
                                                     (Cust)            (Minor)
TEN ENT - as tenants by the
          entireties under Uniform Gifts to Minors

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

<PAGE>

     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

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(Please print or typewrite name and address including zip code of assignee)

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__________________________________________________________ shares

of the  capital  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_________________________

               -------------------------------------------------
               NOTICE: The signature to this assignment must correspond with the
               name as  written  upon  the  face of the  Certificate,  in  every
               particular,  without  alteration  or  enlargement  or any  change
               whatever.  The  signature  must  be  medallion  guaranteed  by an
               eligible  guarantor  institution  with  membership in an approved
               signature  medallion  guarantee  program pursuant to S.E.C.  Rule
               17AD-15.



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