EXHIBIT 4.1
                                    [Picture of]
                                  [United States]
                                       [ACTI]

         NUMBER                                                           SHARES

                           American Card Technology, Inc.

                      INCORPORATED UNDER THE LAWS OF DELAWARE

         COMMON STOCK                            CUSIP 025040  10  6

THIS CERTIFIES THAT-------------------------------------------------------------
                        (SEE REVERSE FOR CERTAIN CONDITIONS)

IS THE OWNER OF ----------------------------------------------------------------

FULLY PAID AND NON-ASSESSABLE SHARES OF THE $.001 PAR VALUE COMMON STOCK

                           AMERICAN CARD TECHNOLOGY, INC.

Transferable only on the books of the Corporation by the holder hereof in person
or by a duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned by the Transfer
Agent. This certificate and the shares represented hereby are issued and shall
be held subject to all of the provisions of the Certificate of Incorporation and
By-Laws of the Corporation and all amendments thereto, copies of which are on
file with the Transfer Agent, to all of which the holder of this certificate, by
acceptance hereof assents.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
the facsimile signatures of its duly authorized officers and to be sealed with
the facsimile seal of the Corporation.


Dated:

           ---------------------------                     ---------------------
           SECRETARY                                       PRESIDENT

                      [Seal of American Card Technology, Inc.]







                           American Card Technology, Inc.

The Corporation will furnish without charge to each stockholder who so requests
a copy of the provisions setting forth the powers, designations, preferences and
relative , participating, optional, or other special rights of each class of
stock or series thereof which the Corporation is authorized to issue and the
qualifications, limitations or restrictions of such preferences and or rights.

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
TEN ENT: as tenants by the entireties
JT TEN:  as joint tenants with the right
 of survivorship and not as tenants in common

UNIF GIFT ACT:------- Custodian -------- under Uniform Gifts to Minors Act -----
                  (CUST)            (MINOR)                              (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 ----------------------------------------

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

SIGNATURE(S) GUARANTEED:

- --------------------------------------------------------------------------------
THE SIGNATURE (S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVING AND LOAN ASSOCIATIONS AND CREDIT UNION WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO SEC
RULE 17Ad-15.