Exhibit 4.0
                       Specimen Common Stock Certificate




                                 FEDERAL TRUST
                                  CORPORATION
                              WINTER PARK, FLORIDA
              INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA

COMMON STOCK

THIS CERTIFIES THAT
is the owner of

FULLY PAID AND NON-ASSESSABEL SHARES OF COMMON STOCK,
$.01 PAR VALUE PER SHARE OF
FEDERAL TRUST CORPORATION

The shares  represented by this Certificate are  transferable  only on the stock
transfer books of the Corporation by the holder of record hereof, or by his duly
authorized  attorney  or  legal  representative,  upon  the  surrender  of  this
Certificate  properly  endorsed.  This  Certificate  and the shares  represented
hereby are issued and shall be subject to all the  provisions of the Articles of
Incorporation of the Corporation and any amendments thereto (copies of which are
on file  wiht the  Transfer  Agent)  to all of which  provisions  the  bolder by
acceptance hereof,  assents.  This Certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar.

IN WITNESS WHEREOF,  FEDERAL TRUST  CORPORATION has caused the signatures of its
duly  authorized  officers  and the  facsimilie  seal of the  Corporation  to be
affixed to this Certificate.


Dated

President           Secretary


(Seal)




The Board of  Directors  of the  Corporation  is  authorized  by  resolution  or
resolutions,  from time to time adopted,  to provide  forthe  issuance of serial
preferred stock in series and to fix and state the voting powers,  designations,
preferneces and relative,  participating,  optional,  or other special rights of
the  shares  of  each  such  series  and  the  qualifications,  limitations  and
restrictions  thereof.  The  Corporation  will furnish to any  stockholder  upon
request and  without  charge a full  description  of each class of stock and any
series thereof.

The shares  represented by this  Certificate  may be  cumulatively  voted on any
matter.

The following  abbreviations,  when used in the  inscription on the face of this
Certificate, shall be contrued as though they were written out in full according
to applicable laws or regulations.

TEN COM - as tenants in common
TEN ENT - as tenants by the entireeties
JT TEN - as joint  tenants  with  right of  survivorship  and not as  tenants in
         common

UNIF GIFT ACT -  ____________ Custodian _________
                 (Cust)                 (Minor)

               Under Uniform Gifts to Minors
               Act ______________________________
                         (State)


Additional abbreviations may also be used though not in the above list
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
For value received,  ________________________  hereby sell,  assign and transfer
unto
________________________________________________________________________________
________________________________________________________________________________
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 inthe premises.


Dated:________________________