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Exhibit 4.1

HUDSON HIGHLAND GROUP, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	COMMON STOCK
This certifies that	CUSIP 443792 10 6 SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.001 PER SHARE, OF

HUDSON HIGHLAND GROUP, INC.

(hereinafter the "Corporation"), transferable on the books of the Corporation by the holders hereof in person or by duly authorized attorney upon surrender
of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and Registrar.
        WITNESS the facsimile signatures of the duly authorized officers of the Corporation.

Dated:

CHIEF EXECUTIVE OFFICER SECRETARY

COUNTERSIGNED AND REGISTERED	THE BANK OF NEW YORK (NEW YORK, N.Y)
		TRANSFER AGENT AND REGISTRAR
By
		AUTHORIZED SIGNATURE

HUDSON HIGHLAND GROUP, INC.

        The Corporation will furnish without charge to each stockholder 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 Corporation, 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	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 Act
		survivorship and not as tenants
		in common
				(State)

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

Important Notice: When you sign your name to this Assignment Form without filling in the name of your "Assignee" or "Attorney", this stock certificate becomes fully negotiable, similar to a check endorsed in blank. Therefore, to safeguard a signed certificate, it is recommended that you either (i) fill in the name of the new owner in the "Assignee" blank, or (ii) if you are sending the signed certificate to your bank or broker, fill in the name of the bank or broker in the "Attorney" blank. Alternatively, instead of using the Assignment Form, you may sign a separate "stock power" form and then mail the unsigned stock certificate and the signed "stock power" in separate envelopes. For added protection, use certified or registered mail for a stock certificate.

For value received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
Please print or typwrite name and address, including postal zip code, of assignee
	Shares
of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said 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 names as written
upon the face of the Certificate, in every particular, without alteration or enlargement, or
any change whatever.

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Exhibit 4.1

HUDSON HIGHLAND GROUP, INC.