EXHIBIT
      4.1

    
 

    
      	
              NUMBER

              U-__________

               

            	 	 	 	
              UNITS

            
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            	
              STACCATO
                ACQUISITION CORP.

            	 


    

     

    CUSIP
      85232H 202

    


    UNITS
      CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT 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 Staccato Acquisition Corp., a Delaware corporation (the
“Company”), and one warrant (the “Warrant”). The Warrant entitles the holder to
      purchase one (1) share of Common Stock for $6.00 per share (subject to
      adjustment). The 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) ______________, 2009 and will expire
      unless exercised before 5:00 p.m., New York City Time, on ____________, 2012,
      or
      earlier upon redemption (the “Expiration Date”). The Common Stock and Warrant
      comprising the Units represented by this certificate are not transferable
      separately prior to __________, 2008, subject to earlier separation in the
      discretion of EarlyBirdCapital, Inc. The terms of the Warrant are governed
      by a
      Warrant Agreement, dated as of _______, 2008, between the Company and American
      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 59 Maiden
      Lane, New York, New York 10038, 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:

    


    By

    


    
      	 	 	
               

            	 	 
	 	Chairman 	 	Secretary	 
	 	 	 	 	 


    

        

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Staccato
      Acquisition Corp.

     

    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 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 does 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).