Temporary Certificate – Exchangeable for Definitive Engraved Certificate When Available for Delivery
	 
	
                         
 	
                         
 	
                         
 
	
                         
 	FREDERICK’S OF HOLLYWOOD GROUP INC.
	
                        
 
 
	
                         
 	
                         
 
	
                         
 	
                        INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
 
	
                         
 	
                         
 	
                        SEE REVERSE FOR
 CERTAIN DEFINITIONS
 
	
                         
 	
                        COMMON STOCK
 	
                         
 
	
                         
 	
                         
 	
      CUSIP 35582T 10 8
 
	
                         
 	
                        
 
 
	
                         
 
	
                         
 
	
                         
 
	
                         
 
	
                         
 
	
                         
 
	
                         
 
	
                         
 	
                        FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, OF THE PAR VALUE OF ($.01) EACH OF
 
	
                         
 	
                        Frederick’s of Hollywood Group Inc. transferable on the books of the corporation in person or by his 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 said corporation and the facsimile signatures of its duly authorized officers.
 
	
                         
 	
                        Dated:
 
	
                         
 	
                        COUNTERSIGNED AND REGISTERED:
 
	
                         
 	
                        
						
SECRETARY
 	
                              
 
 	
                        

						
CHAIRMAN
 
							
	
                         
 	
                        COUNTERSIGNED AND REGISTERED:
 
	
                         
 	
                        AMERICAN STOCK TRANSFER & TRUST COMPANY
 (New York, NY)
 
	
                         
 	
                        BY
 	
                        TRANSFER AGENT

                          AND REGISTRAR
 
	
                         
 	
                        AUTHORIZED SIGNATURE
 






 

 















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)
 




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 POSTAL 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) 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