Exhibit
      4.1

    


    
      	
              NUMBER

            	
              UNITS
                

            
	
              U-
                

            	 
	
              SEE
                REVERSE FOR

              CERTAIN
                DEFINITIONS 

            	 


    

    


    PACIFIC
      RESTAURANTS HOLDINGS, INC.

     

    CUSIP
      

    


    UNITS

     

    CONSISTING
      OF ONE SHARE OF COMMON STOCK

     

    AND

     

    ONE
      WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

     

    


    THIS
      CERTIFIES THAT _____________________ is the owner of
      ____________Units.

    


    Each
      Unit
      ("Unit") consists of one (1) share of common stock, par value $0.001 per
      share (the "Common Stock"), of Pacific Restaurant Holdings, Inc., a Delaware
      corporation (the "Company") and one (1) warrant (the "Warrants"). Each
      Warrant entitles the holder to purchase one (1) share of Common Stock for
      $7.20 per share (subject to adjustment). Once
      the
      securities comprising the units begin separate trading, the common stock and
      warrants will be traded on the American Stock Exchange. The
      Common Stock and Warrants comprising the Units represented by this certificate
      will
      trade only as a part of the Units for a minimum of 30 days and up to 6 months
      following       
           , 2007 (the
“Issuance Date”),
      subject
      to earlier separation at the discretion of Jesup & Lamont Securities
      Corporation.

    


    None
      of
      the Warrants included in the units offered by this prospectus will be
      exercisable unless (i) at the time a holder seeks to exercise such Warrant,
      a
      registration statement is effective with respect to the Common Stock underlying
      the Warrants and (ii) the Common Stock has been registered or qualified or
      deemed to be exempt under the securities laws of the state of residence of
      the
      holder of the Warrants. The Warrants will expire five years from the Issuance
      Date at 5:00 p.m., New York City time. The
      terms
      of the Warrants are governed by a Warrant Agreement, dated as
      of      
          ,
      2007,
      between the Company and American
      Stock Transfer & Trust Company,
      as
      Warrant Agent, and are subject to the terms and provisions contained therein,
      all of which terms and provisions the holder of this certificate consents to
      by
      acceptance hereof. Copies of the Warrant Agreement are on file at the office
      of
      the Warrant Agent at 59
      Maiden
      Lane, Plaza Level, New York, New York 10038,
      and are
      available to any Warrant holder on written request and without
      cost.

    


    This
      certificate is not valid unless countersigned by the Transfer Agent and
      Registrar of the Company.

    


    Witness
      the facsimile seal of the Company and the facsimile signature of its duly
      authorized officers.

    


    
      	
               

               

               

               

               

              By:
                ________________________

            	
              PACIFIC
                RESTAURANT 

              HOLDINGS,
                INC.

               

               

              CORPORATE
                SEAL

              2007

              DELAWARE

            	
               

               

               

               

               

              By:
                ________________________

            
	
              President
                

            	 	
              Secretary

            


    


    
      
         

      

      
         

        
          

        

      

      
         

         

      

    


    PACIFIC
      RESTAURANT HOLDINGS, INC.

    


    The
      Company will furnish without charge to each unitholder 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
      Company 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

            
	
              TEN
                ENT — 

            	
              as
                tenants by the entireties

            
	
              JT
                TEN — 

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	
              UNIF
                GIFT MIN ACT — 

            	 	
              Custodian

            	 	 
	 	
              (Cust)

            	 	
              (Minor)

            	 
	 	
              Under
                Uniform Gifts to Minors 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)

    


    Units
      represented by the within Certificate, and do hereby irrevocably constitute
      and
      appoint Attorney to transfer the said Units on the books of the within named
      Company with full power of substitution in the premises.

    


    


    


    
      	
              Dated:
                

            	
              _______________________

            	 	 
	 	 	
              Notice:

            	
              The
                signature to this assignment must correspond with the name as written
                upon
                the face of the certificate in every particular, without alteration
                or
                enlargement or any change whatever.

            


    

    


    


    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).