Exhibit 4.1  



	COMMON STOCK	 	 	 	COMMON STOCK
	NUMBER	 	 	 	SHARES
	 	 	[CREDITCARDS.COM, INC. LOGO]	 	 
	 	 	 	 	CUSIP 22546J 103
	 	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	SEE REVERSE FOR

CERTAIN DEFINITIONS





This
Certifies that 


is
the owner of 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,

$0.001 PAR VALUE, OF 


CREDITCARDS.COM, INC.



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. 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
________________________ 


[CREDITCARDS.COM, INC.
Corporate Seal] 



	/s/ CHRISTOPHER J. SPELTZ

SECRETARY	 	/s/ ELISABETH H. DEMARSE

PRESIDENT AND CHIEF EXECUTIVE OFFICER
	

 	
 	

COUNTERSIGNED AND REGISTERED:
	AMERICAN STOCK TRANSFER AND TRUST COMPANY
	 	 	TRANSFER AGENT AND REGISTRAR





	 	 	BY	 	 
	 	 	 	 	
 AUTHORIZED SIGNATURE









CREDITCARDS.COM, INC.  


        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 to each class of stock or series thereof, and the qualifications, limitations, or restrictions of such preferences and/or rights. 



        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	 	 	 	 	 	
	 	 	 	

	JT TEN —	 	as joint tenants with right of	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	 	 	survivorship and not as tenants in	 	 	 	 	 	under Uniform Trans to Minors Act
	 	 	common	 	 	 	 	 	    
 (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
	
 represented by the within Certificate, and do hereby irrevocably constitute and appoint	 





	

 	

Attorney
	
	 
	to transfer the said shares on the books to 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.





	

THE SIGNATURES(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.
	

SIGNATURE(S) GUARANTEED BY: