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Exhibit 4.1    
  


        HUDSON HIGHLAND GROUP, INC.  



	INCORPORATED UNDER THE LAWS OF

THE STATE OF DELAWARE	 	COMMON STOCK
	
This certifies that	
 	

CUSIP 443792 10 6
 SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	is the owner of	 	 




FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER SHARE, OF 


HUDSON HIGHLAND GROUP, INC. 


(hereinafter the "Corporation"), transferable on the books of the Corporation by the holders hereof in person or by duly authorized attorney upon
surrender

of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and Registrar.

        WITNESS the facsimile signatures of the duly authorized officers of the Corporation. 


Dated:




	 	 	 
	CHIEF EXECUTIVE OFFICER	 	SECRETARY






	COUNTERSIGNED AND REGISTERED	THE BANK OF NEW YORK

(NEW YORK, N.Y)	 
	 	 	TRANSFER AGENT

AND REGISTRAR
	By	 	 
	 	 	AUTHORIZED SIGNATURE







 
 

HUDSON HIGHLAND GROUP, 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. 



        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	 	under Uniform Gifts to Minors Act
	 	 	survivorship and not as tenants	 	 	 	 
	 	 	in common	 	
	 
	 	 	 	 	(State)	 




Additional abbreviations may also be used though not in the above list. 


        Important Notice: When you sign your name to this Assignment Form without filling in the name of your "Assignee" or "Attorney", this stock
certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you either (i) fill in the name of the new owner
in the "Assignee" blank, or (ii) if you are sending the signed certificate to your bank or broker, fill in the name of the bank or broker in the "Attorney" blank. Alternatively, instead of
using the Assignment Form, you may sign a separate "stock power" form and then mail the unsigned stock certificate and the signed "stock power" in separate envelopes. For added protection, use
certified or registered mail for a stock certificate. 



	For value received,	 	hereby sell, assign and transfer unto
	 	
	 





	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	 	 
	


	

 Please print or typwrite name and address, including postal zip code, of assignee
	


	

	

Shares
	of the Common 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	 	 	 
	 	
	 	 
	 	 	 	 
	 	 	 	






        NOTICE: The signature to this assignment must correspond with the names as written

upon the face of the Certificate, in every particular, without alteration or enlargement, or

any change whatever. 









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Exhibit 4.1


HUDSON HIGHLAND GROUP, INC.