Specimen Stock Certificate

Exhibit 4.1

(SPECIMEN STOCK CERTIFICATE)

COMMON STOCK No.		COMMON STOCK                      Shares

LIME ENERGY COMPANY
Incorporated under the Laws of the State of Delaware

CUSIP 53261U106
See Reverse Side for Certain Definitions

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.0001 PER SHARE OF LIME ENERGY CO., (hereinafter, the “Corporation”) transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented herby are issued and shall be held subject to all the provisions of the Corporation’s Certificate of Incorporation and By-laws. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

     Witness the facsimile seal of the Corporation and the facsimile signature of its duly authorized officers.

Dated

Lime Energy Co.
Corporate Seal
1998
Delaware

Chief Financial Officer		Chief Executive Officer
and Corporate Secretary

LIME ENERGY CO.

     THE CORPORATION WILL FURNISH, WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH CLASS AUTHORIZED TO BE ISSUED, AND A FULL STATEMENT OF THE DESIGNATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF EACH SERIES OF ANY CLASS OF PRFERRED SHARES AUTHORIZED TO BE ISSUED SO FAR AS THE SAME MAY HAVE BEEN FIXED AND THE AUTHORITY OF THE BOARD OF DESIGNATE AND FIX THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF OTHER SERIES. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE CORPORATION, OR TO THE TRANSFER AGENT AND REGISTRAR NAMED ON THE FACE OF THIS CERTIFICATE.

     The following abbreviations, when used in the inscription of the face of this certificate, shall be construed as through 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		under Uniform Gifts to Minors
				of survivorship and not as		Act
				tenants in common		(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 ZIPE CODE AND ASSIGNEE.

of the 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 NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.

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.