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Exhibit 4.1    
    


 
 

GEMINI PARTNERS, INC.
  INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
  
    REDEEMABLE COMMON STOCK PURCHASE WARRANT    
    



	Number	 	Warrant(s)





This Certifies that, for value received, 


is
the Registered Holder of a Redeemable Common Stock Purchase Warrant ('Warrant') that entitles its Registered Holder to purchase one share of Common Stock, $.001 par value, of GEMINI PARTNERS, INC.
('Company') for each Warrant set forth above at a price of $1.10 per share (subject to adjustment) from                        ,
2004 (90 days from the efective date of the Company's initial public offering
of securities) until , 2008, unless extended by the Company, all as more particularly described in, and subject to the terms and conditions contained in the Warrant Agreement,
dated                        ,
2003 between the Company and Continental Stock Transfer & Trust Company as Warrant Agent. A copy of the Warrant Agreement may be obtained by any registered holder, without cost, upon written request
to the Warrant Agent or the Company. This Warrant shall be governed by the laws of the State of Delaware. 


        This
Warrant may be exercised to purchase Common Stock only in accordance with its terms, which include the completion and execution of the 'Exercise Agreement' appearing on the reverse
side hereof for a written exercise instrument of comparable substance and delivery thereof, with payment as provided, to the principal office of the Warrant Agent. 


        The
Warrants are redeemable by the Company for $.05 per Warrant, at any time after                        , 2004, upon thirty (30)
days' prior written notice, if the average closing price or bid
price of the Common Stock, as reported by the principal exchange on which the Common Stock is traded, The Nasdaq Stock Market, Inc. or the National Quotation Bureau, Incorporated, as the case may be,
equals or exceeds $7.00 per share, for any thirty (30) consecutive trading day period ending no more than 15 days prior to the date that the notice of redemption is mailed. Upon thirty (30) days'
written notice to all holders of the Warrants, the Company shall have the right to reduce the exercise price and/or extend the term of the Warrants. 


        This
Warrant is registered on the books of the Company as maintained on its behalf by the Warrant Agent, and is transferable only by surrender thereof at the principal office of the
Warrant Agent, duly endorsed for assignment as reflected on the reverse side hereof or otherwise accompanied by a duly executed written instrument of assignment or transfer. This certificate is not
valid unless countersigned by the Warrant Agent. 


        WITNESS,
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 


Dated




	 	 	CORPORATE

SEAL	 	 
	

 	
 	

2003

Delaware	
 	

 
	Secretary	 	 	 	Chairman







  
 

    GEMINI PARTNERS, INC.    
    


 
 

EXERCISE AGREEMENT
  
    To Be Executed by the Registered Holder in Order to Exercise Warrants    



        The
undersigned Registered Holder, pursuant to the provisions of the within Warrant, hereby subscribes for and purchases      shares of Common Stock covered by such Warrant and
herewith makes full cash payment of $            for such Warrant Stock at the Exercise Price per share provided by such Warrant. 



	

Dated:	

 	
 	

 
	 	
	 	
 (Signature)
	

 (Address for Delivery)	
 	

 (Print or type name)
	

	
 	

 
	 	 	 	 
	

	
 	

 




 
 

ASSIGNMENT FORM
  To Be Executed by the Registered Holder in Order to Transfer Warrants    



        FOR
VALUE RECEIVED, the undersigned Registered Holder hereby sells, assigns, and transfers all of the rights of the undersigned under and to the within Warrant with respect to the number
of shares of Common Stock covered thereby set forth below, unto the Assignee identified below, and does hereby irrevocably constitute and
appoint                        to effect such transfer of rights on
the books of the Company, with full power of substitution: 



	Name of Assignee
 
	 	Address of Assignee
	 	No. of Warrants

	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 
	



	
 	

 	
 	

 





	

Dated:	

 	
 	

 
	 	
	 	
 (Signature of Registered Holder)
	

 	

 	
 	

 (Print or type name)







        NOTICE: The signature(s) of the Registered Holder above must correspond with the name as written upon the face of
the within Warrant, or upon the Assignment thereof if applicable, in every particular, without alteration, enlargement or any change whatsoever, and must be guaranteed by an Eligible Guarantor
Institution which is a participant in a securities transfer association recognized program, having an office or correspondent in New York, New York. 







 
 

SIGNATURE GUARANTEE
  (Required for each Exercise or Assignment)    




	Authorized Signature:	 
	 	

	Name of Bank or Firm:	 
	 	

	Dated:	 
	 	






THESE SECURITIES SHALL BE PROMPTLY DEPOSITED INTO AN ESCROW ACCOUNT UNTIL THE CLOSING OF THE COMPANY'S INITIAL PUBLIC OFFERING OF SECURITIES AND THE
CLOSING OF A BUSINESS COMBINATION, SUCH AS A MERGER OR ACQUISITION.  


THIS WARRANT HELD IN THE ESCROW ACCOUNT MAY BE EXERCISED OR CONVERTED IN ACCORDANCE WITH ITS TERMS; PROVIDED, HOWEVER, THAT SECURITIES RECEIVED UPON
EXERCISE OR CONVERSION, TOGETHER WITH ANY CASH OR OTHER CONSIDERATION PAID IN CONNECTION WITH THE EXERCISE OR CONVERSION, ARE PROMPTLY DEPOSITED INTO THE ESCROW ACCOUNT.  



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY ONLY BE SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM, AND PURSUANT TO APPLICABLE STATE SECURITIES LAW.  









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Exhibit 4.1


GEMINI PARTNERS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE REDEEMABLE COMMON STOCK PURCHASE WARRANT

GEMINI PARTNERS, INC.

EXERCISE AGREEMENT To Be Executed by the Registered Holder in Order to Exercise Warrants

ASSIGNMENT FORM To Be Executed by the Registered Holder in Order to Transfer Warrants

SIGNATURE GUARANTEE (Required for each Exercise or Assignment)