EXHIBIT 4.1



NUMBER                               [EAGLE]                              SHARES
------                                                                    ------


              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                    NMHH CO.

                     Common Stock, par value $.01 per share


THIS CERTIFIES  THAT  -Specimen- is the owner of  _______________________  fully
paid and non-assessable  shares of common stock of the par value of $.01 each of
                                    NMHH CO.

transferable only on the books of the Corporation by the holder hereof in person
or by duly  authorized  Attorney  upon  surrender of this  Certificate  properly
endorsed.

     WITNESS the seal of the Corporation and the signatures of its duly
authorized officers.



Dated _______________________________



________________________________             ________________________________
                       Secretary                                    President


                      SEE REVERSE FOR CERTAIN DEFINITIONS