EXHIBIT 4.1


 


[CARTESIAN LOGO]


 


	COMMON STOCK	COMMON STOCK
	 	 
	 PAR VALUE $0.005	THIS CERTIFICATE IS TRANSFERABLE
	 	IN CANTON, MA, JERSEY CITY, NJ AND
	 	COLLEGE STATION, TX


 


CERTIFICATE


   NUMBER


 


 


THE MANAGEMENT NETWORK GROUP, INC.


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE


 


	 	CUSIP 561693 20 1
	 	SEE REVERSE FOR CERTAIN DEFINITIONS


 


THIS CERTIFIES THAT


 


 


IS THE OWNER OF


 


 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF
COMMON STOCK, PAR VALUE OF $0.005 PER SHARE, OF


 


The Management Network Group, Inc. transferable
on the books of the Corporation by the owner hereof in person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless 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:
	 	 
	            [Signature]	COUNTERSIGNED AND REGISTERED
	 President & Chief Executive Officer	COMPUTERSHARE TRUST COMPANY, N.A.
	 	TRANSFER AGENT AND REGISTRAR


 


[SEAL]


 


 


	            [Signature]	By__________________________________
	 Secretary and General Counsel	                AUTHORIZED SIGNATURE


 


 


 




    	 



    	 



    

 


THE MANAGEMENT NETWORK GROUP, INC.


THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES
THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT BETWEEN THE MANAGEMENT NETWORK GROUP, INC. (THE "CORPORATION")
AND COMPUTERSHARE TRUST COMPANY, N.A. (THE "RIGHTS AGENT"), DATED AS OF MARCH 27, 2008, AS IT MAY BE AMENDED 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
BENEFICIALLY OWNED 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 BENEFICIALLY OWNED OR HELD BY OR ON BEHALF OF SUCH PERSON OR
BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID AND MAY NOT THEREAFTER BE EXERCISED OR TRANSFERRED.


 


THE CORPORATION WILL FURNISH WITHOUT CHARGE
TO EACH STOCKHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL 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. SUCH REQUEST MAY BE MADE TO THE CORPORATION OR THE 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 _________________
	 	                                                 (Cust)                                            (Minor)
	TEN ENT - as tenants by the entireties	under Uniform Gifts to Minors Act _____________________
	 	                                                                            (State)
	JT TEN - as joint tenants with right of survivorship	UNIF TRF MIN ACT ______________Custodian (until age) _________________
	                 and
    not as tenants in common	                                                 (Cust)                                                          (Minor)
	 	under Uniform Transfers to Minors Act _____________________
	 	                                                                                  (State)


 


Additional abbreviations may also be used
though not in the above list.








	 	 
	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	IDENTIFYING NUMBER OF ASSIGNEE







 


For Value received, _________________________hereby sell, assign
and transfer unto _______________________________________


 


___________________________________________________________________________________________________________


(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:                                              20                                 	Signatures Guaranteed: Medallion Guarantee Stamp 
	 	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.


Signature: ___________________________________


 


 


Signature: ___________________________________


                   Notice: The signature to this assignment must


                   correspond with the name as written upon the


                   face of this certificate, in every particular,


                   without
alteration or enlargement, or any change


                   whatever.