NUMBER                                                              SHARES
______C

                            ASCEND ACQUISITION CORP.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                  COMMON STOCK

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                                                             CUSIP ________

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

                            ASCEND 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:


---------------------------------------
CHAIRMAN

                                     [SEAL]


                                            ------------------------------------
                                            SECRETARY



     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                               (Cust)         (Minor)
          entireties                                      under Uniform Gifts to
                                                          Minors
JT TEN -  as joint tenants with                           Act ______________
          right of survivorship and                               (State)
           not as tenants in common

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

                            ASCEND 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.

     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 the capital 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
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.