<PAGE>



          NUMBER                                              UNITS
U-__________


  SEE REVERSE FOR          RAND ACQUISITION CORPORATION
CERTAIN DEFINITIONS

                                                                           CUSIP

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE
ONE SHARE OF COMMON STOCK

THIS CERTIFIES THAT
                    -----------------------------------------------------

is the owner of
                --------------------------------------------------------- Units.

Each Unit ("Unit") consists of one (1) share of common stock, par value $.0001
per share ("Common Stock"), of Rand Acquisition Corporation, a Delaware
corporation (the "Company"), and two warrants (the "Warrants"). Each Warrant
entitles the holder to purchase one (1) share of Common Stock for $5.00 per
share (subject to adjustment). Each Warrant will become exercisable on the later
of (i) the Company's completion of a merger, capital stock exchange, asset
acquisition or other similar business combination or (ii) ______________, 2005
and will expire unless exercised before 5:00 p.m., New York City Time, on
____________, 2008, or earlier upon redemption (the "Expiration Date"). The
Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to __________, 2004, subject to earlier
separation in the discretion of EarlyBirdCapital, Inc. The terms of the Warrants
are governed by a Warrant Agreement, dated as of _______, 2004, between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and
are subject to the terms and provisions contained therein, all of which terms
and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent
at 17 Battery Place, New York, New York 10004, and are available to any Warrant
holder on written request and without cost.

          This certificate is not valid unless countersigned by the Transfer
          Agent and Registrar of the Company.

          Witness the facsimile seal of the Company and the facsimile signature
          of its duly authorized officers.

By

                          [RAND ACQUISITION CORPORATION
                                    CORPORATE
                                    DELAWARE
                                      SEAL
                                      2004]
---------------------------------           ------------------------------------
            Chairman of the Board           Secretary





<PAGE>


                          RAND ACQUISITION CORPORATION

         The Company will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof of the Company and the qualifications, limitations, or restrictions of
such preferences and/or rights.

         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:

<TABLE>
<CAPTION>
<S>                                                            <C>
         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            under Uniform Gifts to Minors
                   and not as tenants in common                           Act ______________
                                                                                 (State)
</TABLE>

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 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 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).