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Exhibit 4.1    
    


 
 

[SPECIMEN UNIT CERTIFICATE]    
    



	NUMBER	 	UNITS
	U-	    
	 	 	 	    





NATIONAL ENERGY RESOURCES ACQUISITION COMPANY
  Incorporated Under the Laws of the State of Delaware  



	 	 	CUSIP	 	    





SEE
REVERSE FOR

CERTAIN DEFINITIONS 


UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT 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 $0.0001 per share ("Common Stock"), of National Energy Resources Acquisition Company, a Delaware corporation (the
"Company"), and one warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $7.50 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 and
(ii)                         , 200    , and will expire unless exercised before
5:00 p.m., New York time, on
                        , 2012, or earlier upon redemption. The Common Stock and Warrants comprising the Units represented
by this certificate are not transferable separately prior
to five business days following the earlier to occur of the expiration or termination of the underwriters' over-allotment option and the exercise in full by the underwriters of such
option, subject to the Company having filed a Current Report on Form 8-K and having issued a press release announcing the separate trading. The terms of the Warrants are governed by
a Warrant Agreement, dated as of                         , 2008, by and between the Company and Computershare, Inc.
and its fully owned subsidiary Computershare Trust
Company, N.A., collectively 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 350 Indiana Street, Golden, Colorado 80401 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 signatures of its duly authorized officers. 



	Dated:
                                    , 2008	 	[Corporate Seal]

Delaware	 	 
	

 CHIEF EXECUTIVE OFFICER	
 	

 	
 	

 SECRETARY









National Energy Resources Acquisition Company  


        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. This certificate and
the Units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the Units. 


        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 tenant in common	 	UNIF GIFT MIN ACT	 	    
 (Cust)	 	Custodian	 	    
 (Minor)
	TEN ENT	 	tenants by the entireties	 	 	 	Under Uniform Gifts to Minors Act:
	 	 	 	 	 	 	    
 (State)	 	 
	JT TEN	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	 	 






        Additional
abbreviations may also be used though not in the above list. 


For value received,
                                     hereby sells, assigns and
transfers 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 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.
	
Signatures(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).













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Exhibit 4.1


[SPECIMEN UNIT CERTIFICATE]