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                                                                     EXHIBIT 4.1

[FACE OF CERTIFICATE]
COMMON STOCK
NUMBER [Alpha letter]
PAR VALUE $0.001
FORMED UNDER THE LAWS OF THE STATE OF MARYLAND Sunset Financial Resources, Inc.
A MARYLAND CORPORATION
COMMON STOCK
SHARES
PAR VALUE $0.001
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY OR RIDGEFIELD PARK, NJ
CUSIP 867708 10 9
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF Sunset Financial
Resources, Inc. (the "Company"), transferable on the books of the Company 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 by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Company and the facsimile signatures of its
duly authorized representatives.
Dated:
Secretary
Chairman
[CORPORATE SEAL]
COUNTERSIGNED AND REGISTERED:
Mellon Investor Services LLC
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
THERE ARE RESTRICTIONS ON THE TRANSFER OF THE SHARES EVIDENCED BY THIS
CERTIFICATE AS MORE FULLY SET FORTH ON THE REVERSE HEREOF.

[BACK OF CERTIFICATE]
SUNSET FINANCIAL RESOURCES, INC.

     This Certificate and the shares represented hereby are subject in all
respects to the laws of the State of Maryland and to the Articles of
Incorporation and Bylaws of the Company and any amendments thereto. The Articles
of Incorporation, as amended, provide that no shareholder shall have any
preemptive rights to acquire unissued or treasury shares of the Company. The
Articles of Incorporation also restrict the transfer of the shares of common
stock evidenced by this Certificate in connection with the qualification by the
Company as a real estate investment trust. Copies of the Company's Articles of
Incorporation are on file with the State of Maryland Department of Assessments
and Taxation and will be furnished to any shareholder of record without charge
upon written request to the Company at its principal place of business or
registered office.

     The Company will furnish a full statement of the designations and any
preferences, conversion and other rights, voting powers. restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption of the shares of each class which the Company is authorized to issue
and the difference in the relative rights and preferences between the shares of
each series of any preferred class to the extent they have been set and the
authority of the company managers to set the relative rights and preferences of
subsequent series to any holder of shares without charge on written request to
the Company at its principal place of business or registered office.

The shares represented by this Certificate are subject to restrictions on
Beneficial Ownership and Constructive Ownership and Transfer for the purpose of
the Company's maintenance of its status as a Real Estate Investment Trust under
the Internal Revenue Code of 1986, as amended (the "Code"). Subject to certain
further restrictions and except as expressly provided in the Company's Articles
of Incorporation, (i) no Person may Beneficially Own or Constructively Own
shares of any class or series of the Company's Capital Stock in excess of 9.8%
of the aggregate value of the outstanding shares of any such class or series of
Capital Stock unless such Person is an Excepted Holder (in which case the
Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own
or Constructively Own Capital Stock that would result in the Company being
"closely held" under Section 856(h) of the Code or otherwise cause the Company
to fail to qualify as a REIT; and (iii) no Person may Transfer shares of Capital
Stock if such Transfer would result in the Capital Stock of the Company being
owned by fewer than 100 Persons. Any Person who Beneficially Owns or
Constructively Owns or attempts to Beneficially Own or Constructively Own shares
of Capital Stock which causes or will cause a Person to Beneficially Own or
Constructively Own shares of Capital Stock in excess or in violation of the
above limitations must immediately notify the Company. If any of the
restrictions on transfer or ownership are violated, the shares of Capital Stock
represented hereby will be automatically transferred to a Trustee of a Trust for

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the benefit of one or more Charitable Beneficiaries. In addition, upon the
occurrence of certain events, attempted Transfers in violation of the
restrictions described above may be void ab initio. All capitalized terms in
this legend have the meanings defined in the Articles of Incorporation of the
Company, as the same may be amended from time to time, a copy of which,
including the restrictions on transfer and ownership, will be furnished to each
holder of Capital Stock of the Company on request and without charge.

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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - (Cust) Custodian (Minor) 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 Common 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 Company with full power of substitution in the
premises.
Dated,
SIGNATURE(S)
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: THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, AS DEFINED
IN RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.