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Exhibit 4.7  


 
 

UNIT CERTIFICATE    
    



	CUSIP NO.:	 	    
	 	    
	 	Units




VITACUBE SYSTEMS HOLDINGS, INC.

ORGANIZED UNDER THE LAWS OF THE STATE OF NEVADA

EACH UNIT CONSISTING OF TWO SHARES OF COMMON STOCK,

$.001 PAR VALUE, ONE CLASS A PUBLIC WARRANT TO PURCHASE ONE SHARE OF

COMMON STOCK AND ONE CLASS B PUBLIC WARRANT TO PURCHASE ONE

SHARE OF COMMON STOCK 


        THIS
CERTIFIES THAT                        or registered assigns (the "Registered Holder") is the owner of the number of Units
specified above, each of which consists of two shares of common
stock, $.001 par value (the "Common Stock"), of Vitacube Systems Holdings, Inc. (the "Company"), one Class A public warrant to purchase one share of Common Stock (the "Class A
Warrant") and one Class B public warrant to purchase one share of Common Stock (the "Class B Warrant"). On or prior to the Separation Time (as defined herein), the securities evidenced
by this certificate cannot be traded separately. Each Unit will automatically separate into two shares of Common Stock and one Class A Warrant and one Class B Warrant as of the close of
business on                        , 2005 [45 days after the consummation of the public offering of the Units] or such
earlier date as shall be determined by The Shemano
Group, Inc. (the "Separation Time"). The Common Stock and the Class A and Class B Warrants comprising the Units shall be separately tradeable commencing on the first day after the
Separation Time on which the principal exchange on which the Company's Common Stock trades is open for trading. The Class A and Class B Warrants comprising part of the Units are issued
under and pursuant to a certain Public Warrant Agreement dated as of                        , 2004 (the "Warrant Agent Agreement"),
 among the Company, Corporate Stock Transfer, Inc., as Transfer Agent
(the "Transfer Agent") and The Shemano Group, Inc., as the representative of the underwriters (the "Underwriter"), and are subject to
the terms and provisions contained therein and on the face of the certificates covered thereby, to all of which terms and provisions the holder of this Unit Certificate consents by acceptance hereof.
The Warrant Agent Agreement provides for adjustment in the number of shares of Common Stock to be delivered upon the exercise of the Class A and Class B Warrant evidenced hereby and to
the exercise price of such Class A and Class B Warrant in certain events therein set forth. 


        Copies
of the Warrant Agent Agreement are available for inspection at the stock transfer office of the Transfer Agent or may be obtained upon written request addressed to the Company at
480 South Holly Street, Denver, Colorado 80246, Attention: Sanford D. Greenberg, Chairman & CEO. 


        This
Unit Certificate is not valid unless countersigned by the Transfer Agent of the Company. 










        IN
WITNESS WHEREOF, the Company has caused this Unit Certificate to be duly executed manually or in facsimile by two of its duly authorized officers. 



	

Dated:	
 	

    
	
 	

VITACUBE SYSTEMS HOLDINGS, INC.
	

 	
 	

 	
 	

By:	

    
 Chief Executive Officer
	Attest:	 	 	 	 	 
	

 Secretary	
 	

 	

 
	

Countersigned Corporate Stock Transfer, Inc.

3200 Cherry Creek Drive South, Suite 430

Denver, Colorado 80209	
 	

 	

 





	

By:	
 	

    
 Authorized Signature	
 	

 	

 









 
 

VITACUBE SYSTEMS HOLDINGS, INC.    
    


        THE REGISTERED HOLDER HEREBY IS ENTITLED, AT ANY TIME, TO EXCHANGE THE UNITS REPRESENTED BY THIS UNIT CERTIFICATE FOR COMMON STOCK CERTIFICATE(S) REPRESENTING TWO
SHARES OF COMMON STOCK, FOR EACH UNIT REPRESENTED BY THIS UNIT CERTIFICATE, ONE CLASS A PULBIC WARRANT AND ONE CLASS B PUBLIC WARRANT CERTIFICATE, FOR EACH UNIT REPRESENTED BY THIS UNIT CERTIFICATE,
UPON SURRENDER OF THIS UNIT CERTIFICATE TO THE TRANSFER AGENT AND REGISTRAR TOGETHER WITH ANY DOCUMENTATION REQUIRED BY SUCH AGENT. 


        REFERENCE
IS MADE TO THE WARRANT AGENT AGREEMENT REFERRED TO ON THE FACE HEREOF, AND THE PROVISIONS OF SUCH WARRANT AGENT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH ON THE FACE OF THIS CERTIFICATE. COPIES OF THE WARRANT AGENT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE TRANSFER AGENT AND REGISTRAR, CORPORATE STOCK TRANSFER, INC. 



        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 rights of survivorship and not as tenants in common
	COM PROP	 	as community property
	UNIF GIFT MIN ACT	 	as custodian under Uniform Gifts to Minors Act
	UNIF TRF MIN ACT	 	as custodian under Uniform Transfers to Minors Act










 
 

FORM OF ASSIGNMENT
  (TO BE SIGNED ONLY UPON ASSIGNMENT)    
    


        FOR VALUE RECEIVED, the undersigned Registered Holder (            ) 



(Please
insert social security or other identification number of Registered Holder) 


hereby
sells, assigns and transfers unto 



	


	


	

 (Please Print Name and Address including Zip Code)







Units
evidenced by the within Unit Certificate, and irrevocably constitutes and appoints                        attorney to transfer
this Unit Certificate on the books of Vitacube Systems
Holdings, Inc. with the full power of substitution in the premises. 



	

Dated:	
 	

    
	

 
	

Signature:	
 	

    
	

 





	

(Signature must conform in all respects to the name of Registered Holder as specified on the face of this Unit Certificate in every particular, without alteration or any change whatsoever, and the signature must be guaranteed in the usual
manner.)
	

Signatures Guaranteed:	
 	

 
	

 The signatures should be guaranteed by an eligible institution (banks, stockbrokers, savings and loan association and credit unions with membership in an approved signature medallion program),
 pursuant to S.E.C. Rule 17Ad-15.	
 	

 













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UNIT CERTIFICATE

VITACUBE SYSTEMS HOLDINGS, INC.

FORM OF ASSIGNMENT (TO BE SIGNED ONLY UPON ASSIGNMENT)