NUMBER

               

              U-__________

               

               

               

            	 	 	 	
              UNITS

               

            
	
              SEE
                REVERSE FOR 
CERTAIN DEFINITIONS

               

            	
              APEX
                BIOVENTURES 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 Apex Bioventures 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 $6.00 per
      share (subject to adjustment). Each Warrant will become exercisable on the
      later
      of (i) the Company’s completion of a business combination, as further described
      in the Company’s registration statement on Form S-1 initially filed with the
      Securities and Exchange Commission on July 13, 2006 (File No. 333-135755),
      as
      amended, and (ii) ___________, 2008, and will expire unless exercised before
      5:00 p.m., New York City Time, on ____________, 2011, or earlier upon redemption
      (the “Expiration Date”). The Common Stock and Warrants comprising the Units
      represented by this certificate shall commence separate trading as promptly
      as
      practicable after the earlier to occur of the expiration or termination of
      the
      underwriters’ over-allotment option in connection with the Company’s initial
      public offering; provided, that, in no event may the Common Stock and Warrants
      be traded separately until the Company has filed a Current Report on Form 8-K
      which includes an audited balance sheet reflecting its receipt of the proceeds
      of its initial public offering of securities, including any proceeds received
      from the exercise by the underwriter of its over-allotment option if so
      exercised prior to the Company’s filing of such Current Report on Form 8-K. The
      terms of the Warrants are governed by a Warrant Agreement, dated as of _______,
      2007, 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:__________________________________

              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

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 securities 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.

     

    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        
 (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).