DARBY ACQUISITION CORP
SB-2, EX-4.1, 2000-11-22
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SAMPLE STOCK CERTIFICATE

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

DARBY ACQUISITION CORPORATION

AUTHORIZED CAPITAL STOCK 50,000, PAR VALUE $.001 PER SHARE

THIS CERTIFIES THAT is the owner of fully paid and  nonassessable  shares of the
Capital Stock of the above named  Corporation  transferable only on the books of
the  Corporation by the holder hereof in person or by duly  authorized  Attorney
upon surrender of this Certificate properly endorsed.

IT WITNESS  WHEREOF,  the said  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officers and its  Corporate  Seal to be hereunto
affixed this ___ day of ____, 2000.


--------------------------
Secretary



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