Exhibit
      4.2

    


    


    
      	
              NUMBER

            	
               

            	
               

            	
               

            	
              SHARES

            
	 	 	 	 	 
	
              [SYMBOL]

            	
               

            	 	 	 
	
               

              Pacific
                Restaurant Holdings, Inc.

              Incorporated
                Under the Laws of the State of Delaware

              COMMON
                STOCK

               

            
	 	
               

            	 	 	
              SEE
                REVERSE FOR 

              CERTAIN
                DEFINITIONS

            
	 	 	 	 	 
	 	 	 	 	
                                          CUSIP

            


    

     

    This
      Certifies
      that_______________________________________________________________________________

     

    is
      the owner
      of__________________________________________________________________________________

     

    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.001 EACH OF
      THE

    COMMON
      STOCK OF

     

    Pacific
      Restaurant Holdings, Inc.

    


    transferable
      on the books of the Corporation in person or by duly authorized attorney upon
      surrender of this certificate properly endorsed. This certificate is not valid
      unless countersigned by the Transfer Agent and registered by the Registrar.
      Witness the seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

     

    
      	
              By:

            	
               

            	
              PACIFIC
                RESTAURANT HOLDINGS, INC.

              CORPORATE
                SEAL

               

              DELAWARE

            	
               

            	
               

            
	
              ___________________

               

              President

            	
               

            	
               

            	
               

            	
              ___________________

               

              Secretary

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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.

    
      
        

      

    

    


    PACIFIC
      RESTAURANT HOLDINGS, INC.

     

    The
      Corporation will furnish without charge to each stockholder who so requests
      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. This certificate and the shares represented thereby are issued and
      shall
      be held subject to all the provisions of the Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Common Stock (copies of which may be obtained from the
      secretary of the Corporation), to all of which the holder of this certificate
      by
      acceptance hereof assents.

    


    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
      Common Stock represented by the within Certificate, and do hereby irrevocably
      constitute and appoint _____________________________ Attorney to transfer
      the said shares of Common 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 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).

    


    The
      holder of this certificate shall be entitled to receive funds from the trust
      fund only in the event that the holder seeks to convert his respective shares
      into cash upon an initial transaction which he voted against and which is
      actually completed by the Corporation. In no other circumstances shall the
      holder have any right or interest of any kind in or to the trust
      fund.

     

      
        

      

    

    


    
      
         

      

      
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