Exhibit 4.1

No.		Incorporated under the Laws of the State of Delaware		SHARES

COMMON STOCK

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT                                                                

IS THE OWNER OF                                                                      

FULLY PAID AND NON-ASSESSABLE SHARES, PAR VALUE $0.0001 PER SHARE, OF COMMON STOCK OF

PLANET BEACH FRANCHISING CORPORATION

transferable on the books of the Corporation by said owner in person or by his duly authorized attorney upon the surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

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

Dated:                     

President		PLANET BEACH FRANCHISING CORPORATION		Secretary
		CORPORATE SEAL
		Delaware

     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		tenants by the entireties				(Cust)   (Minor)
JT TEN		as joint tenants with right of survivorship
		and not as tenants in common				Under Uniform Gifts to Minors Act:
						(State)

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

PLANET BEACH FRANCHISING CORPORATION

     The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, option 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 hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the shares.

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