Exhibit 4.2


 


	
  NUMBER

  	
   

  	
   

  	
   

  	
  SHARES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [SYMBOL]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FEDERAL SERVICES ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Incorporated Under the Laws of the State of Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COMMON STOCK

  



 


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


	
  This
  Certifies that

  	
  CUSIP

  



 


is the owner
of


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR 

VALUE OF $.0001 EACH OF THE COMMON STOCK OF


 


Federal Services Acquisition Corporation


 


transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed.  This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.  Witness the seal of the
Corporation and the facsimile signatures of its duly authorized officers.


 


	
  Dated:

  	
   

  	
  Federal Services Acquisition Corporation

  	
   

  	
   

  
	
   

  	
   

  	
  CORPORATE

  	
   

  	
   

  
	
   

  	
   

  	
  SEAL

  	
   

  	
   

  
	
   

  	
   

  	
  2005

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHAIRMAN

  	
   

  	
   

  	
   

  	
  SECRETARY

  
	
   

  	
   

  	
  DELAWARE

  	
   

  	
   

  



 





















 


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 

  	
   

  	
  under Uniform Gifts to Minors Act

  
	
   

  	
  survivorship and
  not as tenants 

  	
   

  	
   

  
	
   

  	
  in common

  	
   

  	
  (State)

  



 


 


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


 





















 


Federal Services Acquisition Corporation


 


The Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof of the Corporation and the qualifications, limitations, or
restrictions of such preferences and/or rights.  This certificate and the shares represented
thereby are issued and shall be held subject to all the provisions of the
Certificate of Incorporation and all amendments thereto and resolutions of the
Board of Directors providing for the issue of shares of Preferred Stock (copies
of which may be obtained from the secretary of the Corporation), to all of
which the holder of this certificate by acceptance hereof assents.


 


	
  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)


 


shares


 


of the capital
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint


 


Attorney


 


to transfer
the said stock on the books of the within named Corporation 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.

  



 





















 


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).

  	
   

  



 


 


The holder of this certificate shall be entitled to
receive funds from the trust fund only in the event that the holder seeks to
convert his respective shares into cash upon a business combination which he
voted against and which is actually completed by the Company.  In no other circumstances shall the holder
have any right or interest of any kind in or to the trust fund.