NUMBER                                                             UNITS
U-__________


SEE REVERSE FOR CERTAIN
    DEFINITIONS

                       GREAT WALL ACQUISITION CORPORATION


                                                        CUSIP __________________

         UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS
                   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 $.0001
per share ("Common Stock"), of Great Wall Acquisition Corporation, a Delaware
corporation (the "Company"), and two warrants (the "Warrants"). Each Warrant
entitles the holder to purchase one (1) share of Common Stock for $5.00 per
share (subject to adjustment). Each Warrant will become exercisable on the later
of the Company's completion of a business combination or ______________, 2004
and will expire unless exercised before 5:00 p.m., New York City Time, on
____________, 2008, 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 __________, 2003, subject to earlier
separation in the discretion of Broadband Capital Management LLC. The terms of
the Warrants are governed by a Warrant Agreement, dated as of _______, 2003,
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 signature of
     its duly authorized officers.


By

                       GREAT WALL ACQUISITION CORPORATION
                                   CORPORATE
                                      SEAL
                                      2003

                                    DELAWARE


-----------------------------------          -----------------------------------
              Chairman of the Board          Secretary



                       GREAT WALL 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                         (Cust)         (Minor)
                entireties                   under Uniform Gifts to Minors
     JT TEN -   as joint tenants with        Act ______________
                right of survivorship                (State)
                and not as tenants
                in common

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.