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                                                                    EXHIBIT 4.01


HAWTHORNE FINANCIAL CORPORATION

INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE

HAWTHORNE FINANCIAL CORP

TRUSTEES THE HAWTHORNE SAVINGS &

LOAN ASSOCIATION EMPLOYEE

STOCK OWNERSHIP PLAN

SEVENTY FIVE THOUSAND SEVENTY SEVEN

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF

HAWTHORNE FINANCIAL CORPORATION

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 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:  03/01/01

SECRETARY

PRESIDENT
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The Corporation shall furnish without charge to each stockholder who so requests
a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporation's Secretary at the principal office of the Corporation.

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           under Uniform Gifts to Minors
          survivorship and not as tenants    Act
          in common                          (State)
                                             UNIF TRF MIN ACT - Custodian (until
                                                                age Cust)
                                                       under Uniform Transfers
                                                                 (Minor)
                                                       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 common 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

X
X

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

Signature(s) Guaranteed

By

THE SIGNATURE(S) SHOULD 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.