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                            ACL SEMICONDUCTORS INC.

              Incorporated under the laws of the State of Delaware

-------------------                                          -------------------
      NUMBER                                                       SHARES

ACL
-------------------                                          -------------------


   COMMON STOCK                                                 COMMON STOCK
                                                              CUSIP 00087F 10 2

                                                            SEE REVERSE SIDE FOR
                                                             CERTAIN DEFINITIONS


THIS CERTIFIES THAT








IS THE OWNER OF


   FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF
                            ACL SEMICONDUCTORS INC.

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 hereby are issued and held subject to the laws of the
State of Deleware and to the provisions of the Certificate of Incorporation  and
the By-Laws of the  Corporation,  and all the amendments  from time to time made
thereto.  This Certificate is not valid unless  countersigned  and registered by
the Transfer Agent and Registrar.

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

Dated:

                                     [SEAL]
                            ACL SEMICONDUCTORS INC.
                                   CORPORATE
                                      2002
                                    DELAWARE

/s/                                              /s/
   ---------------------------                      ----------------------------
   CHIEF FINANCIAL OFFICER                          CHIEF EXECUTIVE OFFICER

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<PAGE>

                            ACL SEMICONDUCTORS INC.

This Corporation will furnish without charge to each stockholder who so
requests; a copy of the designations, powers, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations, or restrictions of such preferences
and/or rights. Any such requests may be addressed to the Clerk of the
Corporation.

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 and regulations.

TEN COM = as tenants in common
TEN ENT = as tenants by the entireties
JT TEN  = as joint tenants with right of
          survivorship and not as tenants
          in common

UNIF GIFT MIN ACT - __________________  Custodian ___________________
                          (Cust)                        (Minor)
                    under Uniform Gifts to Minors
                    Act _____________________________________________
                                          (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 POSTAL 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 with
full power of substitution in the premises.

Dated: ___________________________________

                                  Signature: ___________________________________

                                             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 Guaranteed: ___________________________________


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Signatures must be guaranteed by an "eligible guarantor institution: as such
term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934.
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