Exhibit 4.1

                       INCORPORATED UNDER THE LAWS OF THE
                                STATE OF NEVADA

                           Your Digital Memories, Inc.

                   TOTAL AUTHORIZED ISSUE 150,000,000 SHARES



                                            
100,000,000 SHARES PAR VALUE $.0001 EACH          50,000,000 SHARES PAR VALUE $.0001 EACH
          COMMON STOCK                                        PREFERRED STOCK


This is to certify that ________________________________________ is the owner of


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           FULLY PAID AND NON-ASSESABLE SHARES OF PREFERRED STOCK OF
                           Your Digital Memories, Inc.

transferrable  on the books of the corporation by the holder hereof in person or
by  duly  authorized  Attorney  upon  surrender  of  this  Certificate  properly
endorsed.

Witness the seal of the  corporation  and the signatures of its duly  authorized
officers.

Dated:


Secretary                                                              President

                                      Seal