EXHIBIT 2.1
NUMBER                                                                    SHARES
             INCORPORATED  (BY  CONTINUANCE)  UNDER  THE  BUSINESS
                     CORPORATIONS  ACT  (YUKON TERRITORY)

                              INSIDE HOLDINGS INC.

                                                               CUSIP 45769S 10 4

THIS CERTIFIES THAT


Is the registered holder of


     FULLY  PAID  AND  NON-ASSESSABLE  COMMON  SHARES  WITHOUT  PAR  VALUE

in  the  Capital  of  the  above  named  Corporation  subject to the Articles of
Continuance  and  By-Laws  of  the  Corporation transferable on the books of the
Corporation by the registered holder in person or by Attorney duly authorized in
writing  upon  surrender  of  this  certificate  properly  endorsed.

This  certificate  is  not  valid unless countersigned by the Transfer Agent and
Registrar  Of  the  Corporation.

IN  WITNESS  WHEREOF the Corporation has caused this certificate to be signed on
its  behalf  by  the  facsimile  signatures  or  its duly authorized officers at
Vancouver,  British  Columbia.

                                 DATED


/s/  Leonard Peterson
President                             MONTREAL TRUST COMPANY OF CANADA VANCOUVER
                                      TRANSFER  AGENT  AND  REGISTRAR



                                                By            SPECIMEN
                                                  ------------------------------
                                                         Authorized Officer


/s/  Paul A. Visosky
Secretary


   The Shares represented by this certificate are transferable at the offices
               of Montreal Trust Company of Canada, Vancouver, B.C.


                                      -78-

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

               PLEASE INSERT SOCIAL INSURANCE NUMBER OF TRANSFEREE

                              -                 -
               ---  ---  ---     ---  ---  ---     ---  ---  ---

________________________________________________________________________________
                         (Name and address of transferee)

________________________________________________________________________________


________________________________________________________________________________



______________________________________________  shares registered in the name of
the  undersigned  on  the  books  of  the Corporation named on  the face of this
certificate and represented hereby, and irrevocably constitutes and appoints


________________________________________________ the attorney of the undersigned
to  transfer  the  said  shares  on  the  register of transfers and books of the
Corporation  with  full  power  of  substitution  hereunder.


DATED:



______________________________________    ______________________________________
      (Signature  of  Witness)                 (Signature  of  Shareholder)




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  whatsoever,  and
            must be guaranteed by a chartered  bank  or  an  eligible  guarantor
            institution  with  membership  in  an approved  signature  guarantee
            medallion  program.

            Signature  Guaranteed  by:


                                      -79-