EXHIBIT 4.1

                             [FRONT OF CERTIFICATE]

       NUMBER                                                     SHARES

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

                                NB TELECOM, INC.
         The Corporation is authorized to issue 110,000,000 total Shares
                     100,000,000 Share of Common $.0001 par
                    10,000,000 Shares of Preferred $.0001 par

THIS CERTIFIES THAT  __________________________________________  IS THE OWNER OF
___________________  SHARES OF THE  CAPITAL  STOCK OF TB  TELECOM,  INC.,  WHICH
SHARES ARE FULLY PAID,  NON-ASSESSABLE AND TRANSFERABLE ONLY ON THE BOOKS OF THE
CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY  AUTHORIZED  ATTORNEY,  ON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

IN WITNESS  WHEREOF,  THE DULY  AUTHORIZED  OFFICERS  OF THIS  CORPORATION  HAVE
HEREUNTO  SUBSCRIBED  THEIR  NAMES AND  CAUSED THE  CORPORATE  SEAL TO BE HERETO
AFFIXED  AT  _________________________  THIS  _________________________  DAY  OF
______________________, A.D. _______________


----------------------------                       -----------------------------
Secretary                                                     President



                               Shares $.0001 Each.
                                    Par Value

















                              [BACK OF CERTIFICATE]



         FOR VALUE  RECEIVED,  _____  HEREBY  SELL,  ASSIGN  AND  TRANSFER  UNTO
__________________ _________________________________ SHARES OF THE CAPITAL STOCK
REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE, AND
APPOINT  __________________________  TO TRANSFER  THE SAID STOCK ON THE BOOKS OF
THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED _____________________, 20_____


IN PRESENCE OF ______________________________     ______________________________



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


                                   CERTIFICATE

                                       FOR


                                     SHARES

                                     OF THE

                                  CAPITAL STOCK




                                    ISSUED TO

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


                                      DATED

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




{A0032081.DOC}