Form of Registrant's Common Stock Certificate



 Exhibit 4.1 
  


					
	COMMON SHARES	  	 	  	COMMON SHARES
			
	DMGI	  	[Digital Music Group, Inc. Logo]	  	 
			
	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF DELAWARE
	  	 	  	 SEE REVERSE FOR
 CERTAIN DEFINITIONS

	 	  	 	  	CUSIP 25388X 10 6

  
  
  
 This Certifies that 
  
  
  
  
  
  
  
  
  
 is the owner of 
  
 FULLY
PAID AND NONASSESSABLE COMMON SHARES, $0.01 PAR VALUE PER SHARE OF 
  
 DIGITAL MUSIC GROUP, INC. 
  
 transferable on the books of the
Company by the holder hereof in person or by a duly authorized attorney upon 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
Company and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  

					
	 	 	

	 	 
	  	 	 	  
	TO APPEAR HERE	 	 	TO APPEAR HERE
	  
 SECRETARY
	 	 	PRESIDENT

  

			
	 COUNTERSIGNED AND REGISTERED:
 U.S. STOCK TRANSFER CORPORATION
 TRANSFER AGENT

		
	BY:	 	 
	 	 	AUTHORIZED SIGNATURE









  
 DIGITAL MUSIC GROUP, INC.

  
 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 and the qualifications, limitations or restrictions of such preferences and/or rights. Such
requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. 

 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
	 	 	 	 under Uniform Gifts to Minors

	 	 	right of survivorship and	 	 	 	Act
                                        
                            
	 	 	 not as tenants in common
	 	 	 	(State)
	 	 	 	 	UNIF TRF MIN ACT-	 	 ______________Custodian (until age_______)

	 	 	 	 	 	 	        (Cust)
	 	 	 	 	 	 	 ___________________ under Uniform Transfers

	 	 	 	 	 	 	             (Minor)

	 	 	 	 	 	 	 to Minors Act
                                        
          

	 	 	 	 	 	 	                                        
         (State)


  
 Additional
abbreviations may also be used though not in the above list. 
  
 FOR VALUE RECEIVED, ____________________________________ hereby sell, assign and transfer(s) 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 Common Stock represented by the
within Certificate, and do(es) 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	 	 	 	 	 	X	 	 
					
	 	 	 	 	 	 	X	 	 
	 	 	 	 	 	 	 	 	NOTICE: THE SIGNATURE 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.