EXHIBIT 4.1


                FORM OF COMMON STOCK CERTIFICATE


Number                                                     Shares
/---------/                                            /--------/
                  FENTON GRAHAM MARKETING, INC.
       INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
      100,000,000 AUTHORIZED COMMON SHARES $0.001 PAR VALUE


                                                CUSIP /----------/

                                                SEE REVERSE
                                          FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

Is The Owner of

 FULLY PAID AND NON-ASSESSABLE SHARES OF $0.001 PAR VALUE COMMON STOCK OF
                      FENTON GRAHAM MARKETING, INC.

transferable only 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 unless
countersigned by the Transfer Agent and Registrar.

     IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be executed by the facsimile signatures of its
duly authorized officers and to be sealed with the facsimile seal
of the Corporation.

Dated:


/s/ J.P. Schrage                                       /s/ Ken Greble
----------------------                                 ---------------------
Secretary                                              President

                                                           Countersigned by:
                               Executive Registrar and Transfer Agency, Inc.
                               ---------------------------------------------


                  FENTON GRAHAM MARKETING, INC.

                            CORPORATE
                              SEAL
                             NEVADA


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                  FENTON GRAHAM MARKETING, INC.

         TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED

     NOTICE: The Corporation will furnish to any shareholder upon
request and without charge, a full statement of the designations,
preferences, limitations and relative rights of the shares of
each class of stock authorized to be issued, and a like full
statement relative to any preferred or special class of stock in
series which the Corporation is or may be authorized to issue, or
has issued as to variations in the relative rights and
preferences between the shares of each such series so far as the
same have been fixed and determined and the authority of the
Board of Directors to fix and determine the relative rights and
preferences of subsequent series.

     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)
JF TEN - as joint tenants with right of       under Uniform Gifts to Minors
         survivorship and not as tenants      Act..........................
         in common                                      (State)

Additional abbreviations may also be used though not in the above list.
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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, OF ASSIGNEE)

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_______________________________________________________________________Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint___________________________________________
attorney-in-fact to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated _______________________


          -----------------------------------------------------

          -----------------------------------------------------

          NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                  CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                  FACE OF THE CERTIFICATE IN EVERY PARTICULAR
                  WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                  WHATEVER

Signature(s) Guaranteed:

-----------------------------------
the signature(s) must be guaranteed by an eligible guarantor
institution (Banks, Stockbrokers, Savings and Loan Associations
and Credit Unions with membership in an approved signature
guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.


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