1 Exhibit 4.1 - ---------------- ---------------- NUMBER SHARES [LOGO OF CREDENTIALS SERVICES CS INTERNATIONAL, INC.] - ---------------- ---------------- INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR CERTAIN THE CITY OF CHICAGO OR THE CITY OF DEFINITIONS AND RESTRICTIONS NEW YORK CUSIP 225307 10 7 COMMON STOCK -------------------------------------------------------- THIS CERTIFIES THAT IS THE RECORD HOLDER OF -------------------------------------------------------- fully paid and non-assessable shares of Common Stock, par value $.01 per share, of CREDENTIALS SERVICES INTERNATIONAL, INC. (the "Corporation"), a Delaware corporation. The shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by his duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Corporation's transfer agent and registrar. This security is not a deposit or account and is not federally insured or guaranteed. In Witness Whereof the Corporation has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed. DATED: /s/ DAVID C. THOMPSON COUNTERSIGNED AND REGISTERED: PRESIDENT AND LASALLE NATIONAL BANK CHIEF EXECUTIVE OFFICER (CHICAGO) TRANSFER AGENT AND REGISTRAR [CORPORATE SEAL OF CREDENTIALS SERVICES INTERNATIONAL, INC.] /s/ ALLAN WEINSTEIN BY SECRETARY AUTHORIZED SIGNATURE 2 CREDENTIALS SERVICES INTERNATIONAL, INC. A statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights as established, from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of determination, the number of shares constituting each class and series, and the designations thereof, may be obtained by the holder hereof upon request and without charge at the principal office of the Corporation. 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 - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of Under Uniform Gifts to Minors survivorship and not as tenants Act ____________________________ in common (State) UNIF TRANS MIN ACT - __________Custodian ___________ (Cust) (Minor) under Uniform Transfers 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) ________________________________________________________________________________ ________________________________________________________________________________ __________________________________________________________________________Shares of Common Stock 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. Dated __________________________________ ________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAMES AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed By________________________________________ 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.