NUMBER

              

              U-_________

            	 	
              UNITS

            
	 	 	 
	
              SEE
                REVERSE FOR

               CERTAIN
                DEFINITIONS

            	
              BEVERAGE
                ACQUISITION CORPORATION

            	 


    

     

    CUSIP
      

    


    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 Beverage Acquisition Corporation, a Delaware corporation
      (the “Company”), and one warrant (the “Warrants”). Each Warrant entitles the
      holder to purchase one (1) share of Common Stock for $5.50 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,
      stock purchase or other similar business combination and (ii) ___________,
      2007,
      and will expire unless exercised before 5:00 p.m., New York City Time, on
      ____________, 2010, 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 __________, 2006, subject to earlier
      separation in the discretion of Morgan Joseph & Co. Inc. The terms of the
      Warrants are governed by a Warrant Agreement, dated as of _______, 2006, 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 signatures of its duly
      authorized officers.

    


    
      
        	 	 	 	 
	By:	 	 	
              
	
              	
                
Chairman
                of the Board	 	
                
 Secretary


      


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Beverage
      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).