Exhibit
4.1


 


	
  COMMON STOCK

  

  N U M B E R

  

  HSW

  	
   

  	
  

  	
   

  	
  COMMON STOCK

  

  S H A R E S

  
	
  INCORPORATED UNDER

  	
   

  	
   

  	
   

  	
  CUSIP 40431N 10 4

  
	
  THE LAWS OF THE
  STATE OF DELAWARE

  	
   

  	
   

  	
   

  	
  SEE REVERSE FOR
  CERTAIN DEFINITIONS

  



 


HSW
INTERNATIONAL, INC.


 


THIS CERTIFIES THAT


 


 


 


 


 


is the record holder of


 


FULLY PAID
AND NONASSESSABLE SHARES OF THE COMMON STOCK, $.001 PAR VALUE, OF


 


HSW
INTERNATIONAL, INC.


 


transferable on the books of the Corporation by the holder hereof in
person or by a 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.
                 WITNESS the facsimile seal
of the Corporation and the facsimile signatures of its duly authorized
officers.


 


Dated:


 


 


	
   

  	
   

  	
  

  	
   

  	
   

  
	
  SECRETARY

  	
   

  	
   

  	
   

  	
  PRESIDENT

  



 


 


 


COUNTERSIGNED AND
REGISTERED:


 


	
  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 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 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

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature(s):

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
   

  	
  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) 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.

  	
   

  



 


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST,
STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF
INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.