Exhibit 4.1 [LOGO] NUMBER SHARES AA SPECIMEN COMMON STOCK COMMON STOCK ITC LEARNING CORPORATION Incorporated under the laws of the State of Maryland THIS CERTIFIES that CUSIP 45031S 10 6 See reverse for certain definitions SPECIMEN is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF TEN CENTS ($.10) EACH OF THE COMMON STOCK OF ITC LEARNING CORPORATION transferable on 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 is not valid until countersigned and registered by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: [SEAL] Authorized Signature: /s/Anne J. Fletcher /s/James H. Walton Secretary Chief Executive Officer Countersigned and Registered: American Securities Transfer & Trust, Inc. P.O. Box 1596 Denver, Colorado 80201 By:____________________________________________ Transfer Agent & Registrar Authorized Signature ITC LEARNING CORPORATION 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. TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian ------------------------- (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act ------------------------- JT TEN - as joint tenants with right of (State) survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions or such preferences and/or rights. Requests may be directed to the office of the Corporation or to the Transfer Agent. For value received, hereby sell, assign and transfer unto -------------------- PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] ------------------------------------- - ------------------------------------------------------------------------------- Please print or typewrite name and address including postal zip code of assignee - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------ 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.