Exhibit  4.1:  Form  of  Series  A  Preferred  Stock  Certificate


             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                              September 14, 1975
    NUMBER                                                              SHARES


                                   NBI, INC.


20,000,000  SHARES  COMMON  STOCK              5,000,000 SHARES PREFERRED STOCK
      $.01  PAR  VALUE                                      $.01 PAR VALUE



THIS  CERTIFIES  THAT __________________ IS  THE  REGISTERED  HOLDER  OF:
Shares  of  the  Series  A  Cumulative  Preferred  Stock  of

                                   NBI, INC.


HEREINAFTER  DESIGNATED  "THE CORPORATION", TRANSFERABLE ON THE SHARE REGISTER
OF  THE  CORPORATION  UPON  SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED OR
ASSIGNED.

     This certificate and the shares represented thereby shall be held subject
to  all  of the provisions of the Articles of Incorporation and the By-laws of
said  Corporation,  a  copy  of  each of which is on file at the office of the
Corporation  and  made a part hereof as fully as though the provisions of said
Articles  of  Incorporation  and  By-laws  were  imprinted  in  full  on  this
certificate,  to  all  of  which the holder of this certificate, by acceptance
hereof,  assents  and  agrees  to  be  bound.

     Any  shareholder may obtain from the principal office of the Corporation,
upon  request  and  without  charge,  a  statement  of  the  number  of shares
constituting  each class or series of stock and the designation thereof, and a
copy  of  the  rights, preferences, privileges, and restrictions granted to or
imposed  upon  the  respective classes or series of stock and upon the holders
thereof  by  said  Articles  of  Incorporation  and  the  By-laws.


  WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE SIGNATURES OF
                         ITS DULY AUTHORIZED OFFICERS.


     DATED:


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          SECRETARY                                                  PRESIDENT