EXHIBIT 4.1

                NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
               INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

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                                                            CUSIP NO. 4624M 10 S
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Number                                                            Shares
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                          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
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                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
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 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)

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

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Attorney 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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                                      X
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         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.