Exhibit 4.1 [audiohighway.com Logo] COMMON STOCK COMMON STOCK NUMBER SHARES INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 050740 10 9 THIS CERTIFIES THAT IS THE RECORD HOLDER OF FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE, OF AUDIOHIGHWAY.COM 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. The holder of this Certificate by accepting it assents to and agrees to be bound by all of the provisions of the Articles of Incorporation and Bylaws of the corporation as amended from time to time. This Certificate is not valid until 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: SECRETARY PRESIDENT [CORPORATE SEAL] COUNTERSIGNED AND REGISTERED: U.S. STOCK TRANSFER CORPORATION (GLENDALE, CA) TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE AUDIOHIGHWAY.COM A statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes of shares and upon the holders of shares of the corporation may be obtained, upon request and without charge, from the corporation at its principal executive office or from the Transfer Agent. The Board of Directors of the Corporation may require the owner of a lost or destroyed stock certificate, or his legal representative, to give the Corporation a bond to indemnify it and its transfer agent and registrar against any claim that may be made against them on account of the alleged loss or destruction of any such certificate. 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 UNIF GIFT MIN ACT - Uniform Gift to Minors Act TEN ENT - as tenants by the entireties UNIF TRAN MIN ACT - Uniform Transfers to Minors Act JT TEN - as joint tenants with right of CUST - Custodian survivorship and not as tenants in common 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 capital 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 ------------------------ X -------------------------------------- -------------------------------------- THE SIGNATURE TO 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. Signature(s) Guaranteed: - -------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15).