$0.74 on January 8, 2009, which was the last full trading day before PlanetOut and the HMI Entities announced the proposed business combination; and

Exhibit 4.1

SEE LEGEND ON REVERSE

ORGANIZED UNDER THE LAWS OF THE STATE OF

DELAWARE

NUMBER		SHARES
**********		**********

HERE MEDIA INC.

     This certifies that ************* is the owner of ************** (******) fully paid and non-assessable Shares of Common Stock, $0.001 par value per share, of Here Media Inc., a corporation organized under the laws of the State of Delaware, transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon the surrender of this Certificate properly endorsed.

     IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers this **** day of ******, ****.

FOR VALUE RECEIVED,                                                              hereby sell, assign and transfer unto                                                             Shares represented by this Certificate, and 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                                         

In the presence of