EXHIBIT 4.1

NO.  6                                                         1,010,000  SHARES


                       EUROPE INVESTOR DIRECT.COM LIMITED

                 Incorporated under the Companies Acts, 1985-89

                         Capital - - - - (pound)200,000

              Divided into 20,000,000 ORDINARY SHARES OF 0.01p EACH


This is to Certify  that Pet  Health  Systems,  Inc.  of 4400 Route 9, 2nd Floor
Freehold  NJ07728,  USA is the  Registered  Proprietor  of  1,010,000  shares of
(pound)0.01p  each, in the  above-named  Company,  subject to the Memorandum and
Articles of  Association  of the Company,  and that upon each of such Shares the
sum of (pound)0.01 has been paid.

  Given under the common seal of the above Company, this 24th day of March 2000

OR under the  signatures  of a director and the secretary or  alternatively  two
directors of the company in accordance  with the provision Of section 36A (4) of
the Companies Act 1985, there being no requirement for a common seal.



                                          /s/ FOR AND ON BEHALF OF
                                        JODY ASSOCIATES LIMITED Secretary
                                      ----------------------------------------
Directors

/s/ Illegible
- ---------------------

NOTE-No  transfer of any of the above-  mentioned shares can be registered until
this Certificate has been deposited at the Company's Registered Office