exv4w1






Exhibit 4.1




					
	 	 	 	 	 
	No.                     
	 	Incorporated under the Laws of the State of Delaware
	 	                     SHARES






COMMON STOCK




SEE REVERSE FOR CERTAIN DEFINITIONS


THIS CERTIFIES THAT          
                      
                      
       



IS THE OWNER OF          
                      
                      
             




FULLY PAID AND NON-ASSESSABLE SHARES, PAR VALUE $0.0001 PER SHARE, OF COMMON STOCK OF




PLANET BEACH FRANCHISING CORPORATION


transferable on the books of the Corporation by said owner in person or by his duly authorized
attorney upon the 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 the Corporation and the facsimile signatures of its duly authorized
officers.




Dated:                     




	 	 	 	 	 

	 	 	 	 	 
	 

President
	 	PLANET BEACH FRANCHISING

CORPORATION
	 	 

Secretary
	 	 	 	 	 
	 
	 	CORPORATE SEAL	 	 
	 	 	 	 	 
	 
	 	Delaware	 	 






 









 






     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

	 	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.



PLANET BEACH FRANCHISING CORPORATION




     The Corporation will furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, option or other special rights of each class
of stock or series thereof of the Corporation and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented hereby are issued
and shall be held subject to the terms and conditions applicable to the securities underlying and
comprising the shares.


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 	 	 	By:  	 	 
	 	 	 	 	 	 
	 	 	 
	 	 	 	By:  	 	 
	 	 	 	 	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. 	 
	 



	 	 	 	 	 
	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 S.E.C. RULE 17Ad-15.