Exhibit 4.1

INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

SEAOSPA INC.

TOTAL AUTHORIZED ISSUE 150,000,000 SHARES

See Reverse for

                                                             Certain Definitions

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

This is to Certify that ______________________________________ is the owner of


     FULLY PAID AND NONASSESABLE SHARES OF PREFERRED STOCK OF SEAOSPA INC.

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

DATED


SECRETARY PRESIDENT

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....Custodian
TEN ENT - as tenants by the entireties                            (Cust) (Minor)
JT TEN  - as joint tenants with right
          of survivorship and not as                      Act____________
          tenants in common                                    (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

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________  shares
represented by the within Certificate,  and do hereby irrevocably constitute and
appoint  _______________________________________________________________________
Attorney  to  transfer  the  said  Shares  on  the  books  of the  within  named
Corporation with full power of substitution in the premises.

Dated: _____________________ ___________

In presence of