NUMBER           
SHARES

     

    _____C  

     

    APEX
      BIOVENTURES 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

     

    APEX
      BIOVENTURES 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 facsimile seal of the Corporation and the facsimile signatures of its duly
      authorized officers.

     

    Dated:

     

    
      	
               

              By:__________________________________

              Darrell
                J. Elliott, CHAIRMAN
                AND

              CHIEF
                EXECUTIVE OFFICER

            	
              APEX
                BIOVENTURES 

              ACQUISITION
                CORPORATION

              CORPORATE

              THE
                STATE OF DELAWARE

              SEAL

              2006

            	
               

              By:__________________________________

              Gary
                E. Frashier, SECRETARY

            


    

    


    CONTINENTAL
      STOCK & TRANSFER COMPANY,

    as
      transfer agent and registrar

    


    By:_______________________________

    Steven
      Nelson, Chairman 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    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 Act of ______________________

    and
      not
      as tenants in common

    


     

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

     

    APEX
      BIOVENTURES 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 hereby 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 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).

    


    The
      holder of this certificate shall be entitled to receive funds from the trust
      fund only in the event of the Company’s liquidation upon failure to consummate a
      business combination or if 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.