Exhibit 4.5  



	NUMBER
 PEN0176	 	POWER EFFICIENCY CORPORATION
 INCORPORATED UNDER THE LAWS OF

THE STATE OF DELAWARE	 	SHARES
	    	 	 	 	 
	COMMON STOCK	 	 	 	CUSIP 739268 20 9
	    	 	 	 	 
	THIS CERTIFIES that	 	 	 	SEE REVERSE FOR

CERTAIN DEFINITIONS





is the owner of  


FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
  POWER EFFICIENCY CORPORATION  


transferable on the books of the Corporation by the holder 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.

        WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 


Dated: 



	

 

CHIEF EXECUTIVE OFFICER	 	

 	 	

 

CHAIRMAN OF THE BOARD
















COUNTERSIGNED:



CONTINENTAL STOCK TRANSFER & TRUST COMPANY
  (JERSEY CITY, NJ) 


TRANSFER
AGENT 


BY



AUTHORIZED
OFFICER 





















        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)(TRANS) MIN ACT	 	–	 	                  	 	Custodian	 	                  
	TEN ENT	 	–	 	as tenants by the entireties	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN	 	–	 	as joint tenants with right of	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	survivorship and not as	 	 	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	tenants in common	 	 	 	 	 	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 with full power of substitution in the premises. 


Dated
                                         
  



	 	 	

	SIGNATURE(S) GUARANTEED:	 	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 S.E.C. RULE 17Ad-15.