Exhibit 4.1

                        SEE RESTRICTIONS ON REVERSE SIDE
                               OF THIS CERTIFICATE

  NUMBER                                                               SHARES
  ------                                                               ------
___________                                                          ___________


                             ZEWAR JEWELLERY, INC.

This Certifies That ____________________________________________________________
is the owner of ___________________________________ full paid and non-assessable
SHARES OF COMMON STOCK OF ______________________________________________________
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized  Attorney upon the surrender of this Certificate  properly
endorsed.

The corporation  will furnish without charge to each stockholder who so requests
the powers, designations,  preferences and relative, participating,  optional or
other  special  rights  of  each  class  of  stock  or  series  thereof  and the
qualifications, limitations, or restrictions of such preference and/or rights.

IN WITNESS  WHEREOF,  the said  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officers  and to be sealed  with the Seal of the
Corporation, this ____ day of ______________ A.D. _________.



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Mohsin Mulla, Secretary                          Mohsin Mulla, President