SPECIMAN STOCK CERTIFICATE



 Exhibit 4.1 
  
 

 
  

			
	 NUMBER
 B
	 	SHARES        

  
 CUSIP 532192 10 1

 SEE REVERSE SIDE FOR 
 CERTAIN
DEFINITIONS 
  
 INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS 
  
 THIS CERTIFIES that 
  
 is the owner of 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.02  PER SHARE, OF 
 LIFELINE HOLDINGS, INC. 
 transferable on the books of
the Corporation at the office of its Transfer Agent by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This Certificate and the shares represented by it are hereby issued and shall be
held subject to all of the provisions of the Articles of Organization and Bylaws of the Corporation and any amendments thereto, each of which the holder assents to by acceptance hereof. 
 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: 
  
 [Lifeline Holdings, Inc. Seal] 
  

			
	/s/ Mark G. Beucler	 	      /s/ Ronald Feinstein
	Treasurer	 	      President and Chief Executive Officer

  

					
	 COUNTERSIGNED AND REGISTERED:

	 	 	 REGISTRAR AND TRANSFER COMPANY
	 	 
	 	 	                                        
            TRANSFER AGENT
	 	 
	 	 	                                        
               AND REGISTRAR
	 	 
	 BY
	 	 	 	 
	 	 	                                     AUTHORIZED
SIGNATURE
	 	 









 LIFELINE HOLDINGS, INC. 
  
 This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement
between Lifeline Holdings, Inc. (the “Corporation”) and Registrar and Transfer Company (the “Rights Agent”) dated as of
                                , 2004, as the same may be amended, restated or
renewed from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Corporation. Under certain circumstances, as set forth in the
Rights Agreement, such rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. 
  
 The Corporation is authorized to issue more than one class and series of stock. The Corporation will furnish without charge
to each shareholder who so requests a copy of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof, which the Corporation is authorized to issue, and the
qualifications, limitations or restrictions of such preferences and/or rights. Any such request may be made to the Corporation or its Transfer Agent. 
  
 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	  	 under Uniform Gifts to
Minors              

	 	  	 	  	in common	  	 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 capital stock
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:                             
  

			
	 	  	__________________________________________________________
	NOTICE:	  	THE SIGNATURE OF 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.
		
	Signatures 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.