from SB-2/A
1 page
<page> Ex-4.1 Certificate Mpel Holdings Corp. Incorporated Under the Laws of the State of New York Common Stock Transfer Subject to Legend on Reverse Side See Reverse Number for Certain Cts2105 Definitions Shares This Certifies That Is the Owner of Fully Paid and Non-Assessable Shares of the Common Stock $.01 Par Value, of Mpel Holdings Corp., (Hereinafter Called the "Corporation"), Transferable on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney, Upon Surrender of the Certificate Properly Endorsed. This Certificate and the Shares Represented Hereby Are Issued to All the Provisions of the Certificate of Incorporation, as Amended, and the Bylaws of the Corporation, as Amended (Copies of Which Are on File at the Offices of the Transfer Agent), to All of Which the Holder of This Certificate by Acceptance Hereof Assents. This Certificate Is Not Valid Unless Countersigned and Registered by the Transfer Agent and Registrar. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Daily Authorized Officers. Date: March 31st, 1998 /S/ Illegible - President /S/ Illegible - Secretary Mpel Holdings Corporation Corporate Seal New York Countersigned: Securities Transfer Corporation P.O. Box 701629 Dallas, Tx. 75170 By: /S/ Jean Hoffer Transfer Agent - Authorized Signature
