Exhibit 4.1

                            Form of Share Certificate

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

                                     [LOGO]

                     CUSIP NO. [sample] Ukragro Corporation

                   AUTHORIZED COMMON STOCK: 75,000,000 SHARES
                          PAR VALUE: $0.00001 PER SHARE

                               THIS CERTIFIES THAT

                                    [SAMPLE]

                   IS THE RECORD HOLDER OF __________________

Shares of UKRAGRO CORPORATION Common Stock transferable on the books of the
Corporation in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

- ---------------------------------          -------------------------------------
Secretary                                  President

                   [UKRAGRO CORPORATION CORPORATE SEAL NEVADA]

"The shares represented by this certificate have not been registered under the
Securities Act of 1933. The shares have been acquired for investment and may not
be offered, sold, or otherwise transferred in the absence of an effective
registration statement for the shares under the Securities Act of 1933, or a
prior opinion of counsel satisfactory to the issuer, that registration is not
required under the Act."

Signature must be guaranteed by a firm which is a member of a registered
national stock exchange, or by a bank (other than a savings bank), or a trust
company. 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.

Additional abbreviations may also be used though not on the above list.

For Value Received, _______ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

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(Please print or typewrite name and address, including zip code or assignee)

                                                                      Shares
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of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint

                                                                      Attorney
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to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated:
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NOTICE: 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 whatever