EXHIBIT
      4.1

    


    
      	
              NUMBER

            	 	
              SHARES

            
	
              ***

            	 	
              ***

            


    

    


    ORGANIZED
      UNDER THE LAWS OF THE STATE OF DELAWARE

     

    SOLERA
      NATIONAL BANCORP. INC.

     

    VOTING
      COMMON STOCK

     

    AUTHORIZED
      4,000,000     $0.01 PAR
      VALUE

    *SPECIMEN*

    *ZERO*

     

    
This
      Certifies that _______________________ is the
      registered holder of ____________________ shares of fully paid and nonassessable
      Common Stock of Solera National Bancorp, Inc. transferable only on the books
      of
      the Corporation by the holder hereof in person or by Attorney upon surrender
      of
      this Certificate properly endorsed.

     

    In
      Witness Whereof, the said Corporation has caused this
      Certificate to be signed by its duly authorized officers and its Corporate
      Seal
      to be hereunto affixed this _________________ day of ____________________
      A.D.

     

    
      
        	      	 	      
	
                President

              	 	
                Secretary

              
	 	 	 
	 	
                [SEAL]

              	 


      

    

     

    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

              TEN
                ENT - as tenants by the entireties

              JT
                TEN - as joint tenants with right of survivorship
                and not as tenants in
                common

            	
              UNIF
                GIFT MIN ACT - _________ Custodian _________

                                                              
                (Cust)                          
                (Minor)

                                                             
                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
      represented by the within Certificate, and do hereby irrevocably constitute
      and
      appoint Attorney to transfer the said shares on the books of the within-named
      Corporation with full power of substitution in the premises.

     

    Dated
      ____________________

    
      

    

     

    In
      presence of