Exhibit 4.1


                               MANSUR INDUSTRIES

                    INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA

NUMBER                                                         SHARES
MI
                                                          CUSIP 564491 10 8

THIS CERTIFIES THAT_____________________________________________________

IS THE OWNER OF ________________________________________________________


FULLY-PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF
MANSUR INDUSTRIES INC.

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 and the shares represented hereby are issued and
shall be held subject to all the provisions of the Articles of Incorporation, as
amended, and the Bye-Laws of the Corporation, as amended (copies of which are on
file at the office of the Transfer Agent), to all of which the holder of this
Certificate by acceptance hereof assents. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar. WITNESS the
facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.

Dated:

Paul I. Mansur
Chief Executive Officer

Pierre G. Mansur
Chairman of the Board

Countersigned and registered 
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
TRANSFER AGENT AND REGISTRAR 


                      

                            MANSUR INDUSTRIES INC.

THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE
A FULL STATEMENT OF (A) THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS APPLICABLE TO EACH CLASS OF CAPITAL STOCK AUTHORIZED TO BE ISSUED;
(B) THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH
SERIES AUTHORIZED TO BE ISSUED WITHIN EACH SUCH CLASS AND (C) THE AUTHORITY
OF THE BOARD OF DIRECTORS TO DETERMINE SUCH VARIATIONS FOR SUBSEQUENT SERIES.

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             UNIT 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)

    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

_______________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Shares of the common stock evidenced by this Certificate, and do hereby 
irrovocably constitute and appoint
_______________________________________________________________________Attorney,
to transfer the said shares on the books of the Corporation with full power
of substitution.

Dated________________________

NOTICE ________________________________________________________________________
       THE SIGNATURE TO THIS AGREEMENT MUST CORRESPOND WITH THE NAME AS WRITTEN 
       UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
       OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature Guaranteed:

_______________________________________________________________________________
THE SIGNATURES(S) SHOULD BE GUARANTEED BY AN ELIGBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15