NUMBER SHARES MXP MAXUM PETROLEUM HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE PAR VALUE OF $0.01 COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR CERTAIN DEFINITIONSNEW YORK, NEW YORK CUSIP [ ]

Exhibit 4.1

		NUMBER		SHARES
MXP

MAXUM PETROLEUM HOLDINGS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

PAR VALUE OF $0.01		COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN		SEE REVERSE FOR CERTAIN DEFINITIONS
NEW YORK, NEW YORK		CUSIP [          ]

[GRAPHIC]

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01, OF

MAXUM PETROLEUM HOLDINGS, INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

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

Dated:

CERTIFICATE OF STOCK

[CORPORATE SEAL]

CHIEF FINANCIAL OFFICER AND SECRETARY		CHIEF EXECUTIVE OFFICER

COUNTERSIGNED AND REGISTERED:

     AMERICAN STOCK TRANSFER & TRUST COMPANY

		TRANSFER AGENT AND REGISTRAR

BY
		AUTHORIZED SIGNATURE

     The Corporation will furnish without charge to each stockholder who so requests a copy of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof, which the Corporation is authorized to issue, and the qualifications, limitations or restrictions of such preferences and/or rights. Any such request may be made in writing to the office of the Secretary of the Corporation or the transfer agent.

     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)

JT TEN

–

as joint tenants with right of survivorship and not as tenants in common

under Uniform Gifts to Minors

Act

(State)

Additional abbreviations may also be used though not in the above list.

     For Value Received,                                          hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
		shares
of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint
		Attorney
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.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.