EXHIBIT 4.1

              Sample Common Stock Certificate of FPB Bancorp, Inc.


























Front of Certificate:                                                Exhibit 4.1

Common Stock Number
Number of Shares
FPB Bancorp, Inc.
Incorporated under the laws of the State of Florida
This  Certifies  that  _______________  is the  owner of ______  fully  paid and
non-assesssable  shares of  common  stock of the par value of $0.01 per share of
FPB Bancorp,  inc., Port St. Lucie,  Florida,  transferable only on the books of
the  corporation by the registered  owner hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.

In Witness  Whereof,  the said  Corporation  has caused this  certificate  to be
signed by its duly  authorized  officers  and to be sealed  with the Seal of the
Corporation.
Dated _________________
Authorized Signatures ____________________

Back of Certificate:

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

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  ______________  (Minor)  under
Uniform  Gifts to Minors  Act  _____________  (State)  For value  received,  the
undersigned hereby sells, assigns and transfers unto ____________________ Please
insert   social   security   or   other    identifying    number   of   assignee
________________________   _______________  shares  represented  by  the  within
Certificate,     and    hereby    irrevocably     constitutes    and    appoints
________________________________  Attorney  to  transfer  the said shares on the
books of the  within-named  Corporation  with full power of  substitution in the
premises.
Dated _____________________
In the presence of ____________________________________