Exhibit 4.1



	
		 

		
		SUNSET BRANDS, INC.

		
		INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

		
		CERTIFICATE NUMBER: B-1                                                                          
		SHARES:                                  
		321,429 
		

		
		 

		 

		
		DESIGNATED SHARES: 800,000 SERIES B CONVERTIBLE
		PREFERRED STOCK,

		PAR VALUE $0.001 PER SHARE

		
		 

		

		THIS CERTIFIES THAT:

		
		IBF FUND LIQUIDATING LLC, a Delaware limited liability
		company

		 IS THE RECORD HOLDER OF

		

		
		THREE HUNDRED TWENTY ONE THOUSAND FOUR HUNDRED TWENTY
		NINE (321,429)

		  

		
		 

		
		SHARES OF SUNSET BRANDS, INC. SERIES B CONVERTIBLE
		PREFERRED STOCK

		
			transferable only on the books of the Corporation by the holder
			hereof, in person or by duly authorized attorney upon surrender of
			the Certificate properly endorsed.  This certificate and the
			shares represented hereby are issued and shall be held subject to
			all of the provisions of the Corporation's Articles of
			Incorporation, as amended, the Corporation's Bylaws, as amended, and
			the Certificate of Designation of the Series B Convertible Preferred
			Stock of Sunset Brands, Inc., to all of which the holder by
			acceptance assents.  

		
		
		Dated: ____________________

		
		 

		
		____________________________                                                                                                                      
		_________________________

		                               
		, Secretary                                                                                                                       
		Todd Sanders, President & CEO

		 

		 

		
		 

		 




 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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	 





 

 

 

 

FOR VALUE RECEIVED, ________________________________ hereby sells,
assigns and transfers unto Shares represented by the within Certificate, and do
hereby irrevocably constitute and appoint ______________________________________
Attorney to transfer said Shares on the books of the within named Corporation
with full power of substitution in the premises.

Dated: _____________________


In Presence of

_________________________________

 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY
NOT BE SOLD, OR OFFERED FOR SALE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OR AN EXEMPTION
THEREFROM UNDER THE SECURITIES ACT OR SAID LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF THE CERTIFICATE OF DESIGNATION OF THE SERIES B CONVERTIBLE
PREFERRED STOCK OF SUNSET BRANDS, INC. DATED AS OF NOVEMBER 10, 2005, AS MAY BE
AMENDED FROM TIME TO TIME, AND AN INVESTOR RIGHTS AGREEMENT, DATED AS OF
NOVEMBER 10, 2005, BETWEEN SUNSET BRANDS, INC. AND CERTAIN HOLDERS OF ITS SERIES
B CONVERTIBLE PREFERRED STOCK, AS MAY BE AMENDED FROM TIME TO TIME, INCLUDING
CERTAIN RESTRICTIONS OF TRANSFER. COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
SECRETARY OF THE CORPORATION. 

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