EXHIBIT 4.01


NUMBER________________       INSYNC SYSTEMS, INC.                         SHARES
                           A CALIFORNIA CORPORATION

                          INCORPORATED IN CALIFORNIA
                                AUGUST 30, 1989

                        CAPITAL STOCK 54,000,000 SHARES

COMMON STOCK 50,000,000 SHARES, PAR VALUE $.01  PREFERRED STOCK 4,000,000, PAR
  VALUE $.01

     THIS CERTIFIES THAT *NAME* is the record holder of *SHARES* fully paid and
nonassessable Shares of the Common Stock of Incync Systems, Inc. a California
corporation, transferable only on the books of the corporation by the holder
hereof in person or by duly authorized attorney, upon surrender of this
certificate properly endorsed or assigned.

     This certificate and the shares represented hereby are issued and shall be
held subject to all the provisions of the Articles of Incorporation and the
Bylaws of said corporation and any amendments thereto, to all of which the
holder(s) of this certificate, by acceptance hereof, assent(s).  The shares
represented by this certificate are subject to the legends affixed to the back
of this certificate.

     A statement of all of the rights, preferences, privileges and restrictions
granted to or imposed upon the respective classes and/or series of shares of
stock of the corporation and upon the holders thereof may be obtained by any
shareholder upon request and without charge, at the principal office of the
corporation, and the corporation will furnish any shareholder, upon request and
without charge, a copy of such statement.


_____________________________________       ____________________________________
Terence J. Griffin, CFO and Secretary       Stanley L. Leopard, Chairman and CEO

 
FOR VALUE RECEIVED____________________ HEREBY SELLS, ASSIGNS, AND TRANSFERS
UNTO__________________ SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DO
HEREBY IRREVOCABLY CONSTITUTE AND APPOINT__________________, ATTORNEY TO
TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION THE PREMISES.


DATED_____________, 19___


IN PRESENCE OF _______________________________________        
                    (Witness) (Stockholder)


                       ________________________
                        (Stockholder)


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