EXHIBIT 4.1
FORM OF COMMON STOCK CERTIFICATE
NUMBER SHARES
WIN OR LOSE ACQUISITION CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP ________
THIS CERTIFIES THAT:
Is the owner of:
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER
SHARE OF WIN OR LOSE ACQUISITION CORPORATION
(hereinafter called the "Corporation"), transferable upon the books of the
Corporation by the holder hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued under and shall be subject to all the provisions
of the Certificate of Incorporation and By-Laws of the Corporation (copies of
which are on file at the office of the Transfer Agent of the Corporation), to
all of which the holder by acceptance hereof assents.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
Sally Fonner [SEAL] RACHEL A. FEFER
President SECRETARY
<PAGE>
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:
<TABLE>
<S> <C>
TEN COM - as tenants in common unif gift min act - _________ custodian _________
TEN ENT - as tenants by the entireties (cust) (minor)
JT TEN - as joint tenants with right of under uniform gifts to minors
survivorship and not as tenants act ______________
in common (state)
</TABLE>
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 ____________________
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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.
