EXHIBIT 4.1


NUMBER                                                             UNITS

U-__________


   SEE REVERSE FOR         INTERNATIONAL METAL ENTERPRISES, INC.
 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 International Metal Enterprises, Inc., 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) _______ __, 2006 and
will expire unless exercised before 5:00 p.m., New York City Time, on _______ _,
2009, or earlier upon redemption (the "Expiration Date"). The Common Stock and
Warrants comprising the Units represented by this certificate are
transferable separately beginning 20 trading days after the earlier to occur
of the exercise in full or expiration of the underwriter's overallotment option
(as described in the Company's prospectus dated __, 2005). The terms of the
Warrants are governed by a Warrant Agreement, dated as of _________ _, 2005,
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

___________________________________          ___________________________________
                          PRESIDENT          SECRETARY

                                (GRAPHIC OMITTED)
                      INTERNATIONAL METAL ENTERPRISES, INC.

                                    CORPORATE

                                    DELAWARE

                                      SEAL
                                      2004




                      INTERNATIONAL METAL ENTERPRISES, INC.

         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:




         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)



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).