Specimen Certificate for Shares of Common Stock of Registrant



 Exhibit 4.1 
 Pro-Pharmaceuticals, Inc. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA 
  

			
	NUMBER	 	TOTAL SHARES

 SEE REVERSE FOR CERTAIN DEFINITIONS 
 COMMON STOCK 
 This certifies that:
                                         
                                         
                   
 is the owner of:
                                         
                            
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.001 PAR VALUE EACH OF 
 PRO-PHARMACEUTICALS, INC.

 transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned.

 This certificate and the shares represented hereby are subject to the laws of the State of Nevada, and to the Articles of Incorporation and
Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. 
 Witness
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

					
	 Dated:
	 		  	      Countersigned:
		 		  	Continental Stock Transfer & Trust Company
		 		  	Jersey City, NJ
		 		  	Transfer Agent

  

					
	 	 		  	 
	Secretary	 		  	President








 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 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 will full power of substitution in the premises.
	  	

  

							
		 		 	
				
	Dated__________________	 		 	By:	 	 
		 		 	NOTICE: The signature to 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 whatsoever.
		 		 		 	

  

	
	THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST
BE GUARANTEED BY COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.