Exhibit 4.1  



	NUMBER	 	 	 	SHARES
	

HY	
 	

 	
 	

 
	 	 	

 	 	 
	
COMMON STOCK	
 	
HYTHIAM, INC.
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	
 	

SEE REVERSE FOR CERTAIN DEFINITIONS

AND LEGENDS
 CUSIP 44919F 10 4
	

    THIS CERTIFIES THAT	
 	

 	
 	

 
	

    IS THE OWNER OF	
 	

 	
 	

 
	

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE: $.0001 PER SHARE OF THE COMMON STOCK OF
	
HYTHIAM, INC.
	
transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued
and shall be held subject to the provisions of the law of the State of Delaware and to all of the provisions of the Certificate of Incorporation and the Bylaws of the Corporation as amended from time to time (copies of which are on file at the office
of the Corporation) all of which the holder of this certificate by acceptance hereof assents. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
	

        IN WITNESS WHEREOF the said Corporation has caused this certificate to be signed by its duly authorized officers and its corporate seal to be hereinto affixed.
	

    	
 	

 	
 	

 
	



 



	

 	



 	

 	



 





	

 	
 	

 	
 	
COUNTERSIGNED AND REGISTERED:	
 	

 
	 	 	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY
	 	 	 	 	 	 	TRANSFER AGENT	 	 
	 	 	 	 	 	 	AND REGISTRAR	 	 
	 	 	 	 	 	 	By	 	 
	

        	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

AUTHORIZED SIGNATURE



	
 	

 





	

    	
 	

 	
 	

 
	

    	
 	

 	
 	

 
	
SECRETARY	
 	

[SEAL]	
 	

CHAIRMAN AND CHIEF EXECUTIVE OFFICER










HYTHIAM, INC.  


        THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF 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	 	

	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(s), assign(s) 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 capital 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	
 	

    
	
 	

 
	

 	
 	

 	
 	

SIGNATURE OF REGISTERED OWNER(S)
	

 	
 	
X	
 	

    


(SIGNATURE)
	 	 	X	 	    


(SIGNATURE)
	

 	
 	
NOTICE	
 	

THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) OF THE REGISTERED OWNERS AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
	

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, between the Corporation and American Stock Transfer & Trust Company, dated as of November 5, 2001, as it may be amended
(the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive 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 without charge after receipt of a written request
therefore. As described in the Rights Agreement, Rights issued to or acquired by any Acquiring Person or any Affiliate or Associate thereof (each as defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any
subsequent holder, shall, under certain circumstances, become null and void.	
 	

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 RULE 17Ad-15
UNDER THE SECURITIES EXCHANGE ACT OF 1934.
 SIGNATURE(S) GUARANTEED BY: