[SPECIMEN
                  COMMON STOCK CERTIFICATE]

              	 
	
                NUMBER

              	 	
                __________
                  SHARES

              
	
                C
                  -_______

              	 	 
	 	 	
                CUSIP          
                  

              


      

    

    


    (FORTISSIMO
      ACQUISITION CORP. LOGO)

    FORTISSIMO
      ACQUISITION CORP.

    


    INCORPORATED
      UNDER THE LAWS OF THE STATE OF DELAWARE


    


    COMMON
      STOCK

    


    SEE
      REVERSE FOR

    CERTAIN
      DEFINITIONS


    


    THIS
      CERTIFIES THAT ___________________________________ IS THE OWNER
      OF_____________________________

    


    FULLY
      PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF THE COMMON
      STOCK OF FORTISSIMO ACQUISITION CORP. transferable on the books of the
      Corporation in person or by duly authorized attorney upon surrender of this
      certificate properly endorsed. This certificate is not valid unless
      countersigned by the Transfer Agent and registered by the Registrar. Witness
      the
      facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers. 

     

    Dated:____________________

     

    


    
      	
              By
                _______________________________

            	 	
              _______________________

            
	
              Chairman
                of the Board

            	 	
              Secretary

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORTISSIMO
      ACQUISITION CORP.

    The
      Corporation will furnish without charge to each stockholder who so requests
      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. This certificate and the shares represented thereby are issued and
      shall
      be held subject to all the provisions of the Certificate of Incorporation and
      all amendments thereto and resolutions of the Board of Directors providing
      for
      the issue of shares of Preferred Stock (copies of which may be obtained from
      the
      secretary of the Corporation), to all of which the holder of this certificate
      by
      acceptance hereof assents. 

    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 survivorship and not as
                

            	 	
              under
                Uniform Gifts to Minors 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
      ALSO INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
      ASSIGNEE)

    


    ___________________________________________________________________
      

    


    ___________________________________________________________________

    (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


    


    __________________________Shares
      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 Company will 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
                whatever.


      

       

    

    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). 

    


    The
      holder of this certificate shall be entitled to receive funds from the trust
      fund only in the event of the Company's liquidation upon failure to consummate
      a
      business combination or if the holder seeks to convert his respective shares
      into cash upon a business combination which he voted against and which is
      actually completed by the Company. In no other circumstances shall the holder
      have any right or interest of any kind in or to the trust fund.