NUMBER                                                                     UNITS
U-__________


SEE REVERSE FOR
CERTAIN DEFINITIONS          MILLSTREAM II ACQUISITION CORPORATION



                                                                           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 Millstream II 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) ______________, 2005 or (ii) the earlier of the Company's completion of a
merger, capital stock exchange, asset acquisition or other similar business
combination or the distribution of funds held by that certain trust account for
the benefit of the Company's public stockholders, 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

                               [GRAPHIC OMITTED.]

                      MILLSTREAM II ACQUISITION CORPORATION
                                    CORPORATE
                                    DELAWARE
                                      SEAL
                                      2004


-------------------------                            ---------------------------
    Chairman of the Board                            Assistant Secretary





                      MILLSTREAM II 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:



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).