EXHIBIT 4.1 NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE -------------------- CUSIP NO. 4624M 10 S -------------------- Number Shares - ------ ------ IR BIOSCIENCES HOLDINGS, INC. AUTHORIZED COMMON STOCK; 100,000,000 SHARES PAR VALUE: $0.001 THIS CERTIFIES THAT ____________________________ Countersigned & Registered: Stalt, Inc. 848 Tanager Street, Suite N Incline Village, NV 89451 (775) 831-3335 By:___________________________ Authorized Signature IS THE RECORD HOLDER OF ________________________ Shares of IR BIOSCIENCES HOLDINGS, 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. IR BIOSCIENCES HOLDINGS, INC. CORPORATE DATED: SEAL DELAWARE - ------------------------- --------------------------- Secretary President 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 to Minor survivorship and not as tenants Act......................... in common (State) Additional abbreviations may also be used though no 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, 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) AGREMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OF ENLARGEMENT OR ANY CHANGE WHATEVER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE.