Exhibit 4.1 NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE GPN NETWORK, INC. CUSIP 36226E 10 1 NUMBER __________ SHARES __________ AUTHORIZED COMMON STOCK: 50,000,000 SHARES PAR VALUE: $.001 THIS CERTIFIES THAT ----------------------------------------------------------- SPECIMEN IS THE RECORD HOLDER OF ------------------------------------------------------- SHARES OF GPN NETWORK, INC. 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: SEAL /S/ TODD M. FICETO /S/ TODD M. FICETO - ------------------------------------ -------------------------------- Secretary President Countersigned and Registered: Stalt, Inc. 848 Tanager Street, Suite N Incline Village, NV 89451 (775) 831-3335 By: --------------------------------- Authorized Signature NOTICE: 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. 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 under Uniform Gifts survivorship and not as tenants to Minors Act 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 PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR 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 ------------------------------------- - ------------------------------------- ------------------------------------- SIGNATURE GUARANTEE NOTICE: THE SIGNATURE TO THIS (BY BANK, BROKER, CORPORATE OFFICER) AGREEMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER