EXHIBIT 4.1

                       INCORPORATED UNDER THE LAWS OF THE
                                STATE OF NEVADA
NUMBER                                                                  SHARES

                                 M.E.R. CORPORATION

                  25,000,000 AUTHORIZED SHARES $.001 PAR VALUE
                                                                       CUSIP NO.

This is to certify that




is the record holder of


shares of                          M.E.R. Corpoation                Common Stock
transferrable  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:


/s/ Ron Mercier                M.E.R. CORPORATION                /s/ Ron Mercier
Secretary                          CORPORATE                     President
                                      Seal
                                     NEVADA

COUNTERSIGNED AND REGISTERED BY
FIRST AMERICAN STOCK TRANSFER, INC.
706 EAST BELL ROAD, Suite 202, PHOENIX, ARIZONA 85022


AUTHORIZED SIGNATURE