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Exhibit 4.2    
    



	NUMBER	 	 	 	SHARES
	
[SYMBOL]	
 	

 	
 	

 
	

 	
 	
COLD SPRING CAPITAL INC.

Incorporated Under the Laws of the State of Delaware

COMMON STOCK	
 	

 
	 	 	 	 	SEE REVERSE FOR

CERTAIN DEFINITIONS





This Certifies
that                                         
                                          
                           CUSIP

is the owner of  


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.001 EACH OF THE

COMMON STOCK OF  


 Cold Spring Capital Inc.  


transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate

properlyendorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the

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



	By:	 	COLD SPRING CAPITAL INC.

CORPORATE SEAL

2005

DELAWARE	 	 
	
 President	 	 	 	
 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
	

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. 







COLD SPRING CAPITAL INC.  


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) 


            Units represented by the within Certificate, and do hereby irrevocably constitute and
appoint                        Attorney to transfer the said Units on the books of the
within named Company with 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 that the holder seeks to convert his respective shares into cash upon an initial transaction
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. 











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Exhibit 4.2