Prepared by R.R. Donnelley Financial -- Form of Specimen Stock Certificate




 Exhibit 4.1 
  

(CALLWAVE, INC. LOGO) 
  

			
	COMMON SHARES	 	COMMON SHARES
	 	 	CUSIP 13126N 10 1
	 	 	See Reverse for Certain Definitions

  
 CALLWAVE, INC.

 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  
 This Certifies that 
  
  
 is the record holder of 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, 
 PAR VALUE $0.001 PER SHARE, OF 
 CALLWAVE, 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 unless countersigned and registered by the Transfer Agent and Registrar. 
  
 In Witness Whereof, the Corporation has caused this Certificate to be executed and attested to by the facsimile signatures of its duly
authorized officers. 
  
 Dated: 
  

			
	/s/ DAVID S. TRANDAL	 	/s/ DAVID F. HOFSTATTER
	SECRETARY	 	PRESIDENT

  
 COUNTERSIGNED AND REGISTERED:

 BY        MELLON INVESTOR SERVICES LLC 
  
 TRANSFER AGENT 
 AND REGISTRAR AUTHORIZED
OFFICER 








 CALLWAVE, INC. 
  
 Upon request the Corporation will furnish any holder of shares of Common Stock of the Corporation, without charge, with a full statement of the powers,
designations, preferences, and relative, participating, optional or other special rights of any class or series of capital stock of the Corporation, 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
	 	 	 	                                       
 (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 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                                      
                  
		
	 	  	 THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS NOTICE: 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) 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 SEC RULE 17Ad-15.