EXHIBIT 4


            NO.                                                 SHARES



                         VICTOR EBNER ENTERPRISES, INC.,
                             A NEW YORK CORPORATION


THIS  CERTIFIES  THAT ________________________________________ is the registered
holder  of__________________________  Shares  of  Class ________________________
voting  shares  of  the  common  stock of Victor Ebner Enterprises, Inc., no par
value  _______________________,  FULLY  PAID  AND NON-ASSESSABLE,
transferable  only  upon  the  books  of the Corporation by the holder hereof in
person  or  by  Attorney  upon  surrender of this Certificate properly endorsed.

          IN  WITNESS  WHEREOF, the said Corporation has caused this Certificate
          to  be signed  by  its duly authorized officers and its Corporate Seal
          to be hereunto affixed this  ___  day  of  ________  A.D.  ____.

(SEAL)

            ___________________________            ___________________________
            President                              Secretary
                                     no par value



THE  SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933 OR ANY APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY
BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
(A)  THERE  IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR
(B)  THIS  CORPORATION  RECEIVES  AN  OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE  SECURITIES  (CONCURRED IN ANY LEGAL COUNSEL FOR THIS CORPORATION) STATING
THAT  SUCH  TRANSACTION  IS  EXEMPT  FROM  REGISTRATION, OR (C) THIS CORPORATION
OTHERWISE  SATISFIES  ITSELF  THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

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

     The  following  abbreviations,  when used in the inscription on the fact 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
     TEN ENT    - as tenants by the entireties
     JT  TEN    - as joint tenants with rights of
                  survivorship  and  not  as  tenants
     UNIF GIFT MIN ACT - ____ Custodian  _______
                        (Cust)          (Minor)
                        Act_______________

     Additional abbreviations may also be used though not in the above list.

     For  Value  Received,  ______,  hereby  sell,  assign,  and  transfer  unto
__________________________________ Sharesof the Capital Stock represented by the
within   Certificate,   and   to   hereby  irrevocably  constitute  and  appoint
__________________________________Attorney  to transfer  the said Stock  on  the
books  of  the  within named Company with full power of substitution in the
premises.
     Dated ____________________          ____________
           In  presence  of

                                         ___________________________________

          ______________________