Exhibit 4.1


 


	
   

  	
  NUMBER

  	
   

  	
  UNITS

  
	
   

  	
   

  	
   

  	
   

  
	
  U-

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SEE
  REVERSE FOR

  CERTAIN DEFINITIONS

  	
  INTERNATIONAL SHIPPING ENTERPRISES, INC.

  	
   

  	
   

  
							



 


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 International
Shipping Enterprises, Inc., 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 (i)
                  ,
2005 or (ii) the earlier of the Company’s completion of a merger, capital stock
exchange, asset acquisition or other similar business combination or the
distribution of funds held by that certain trust account for the benefit of the
Company’s public stockholders, 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
                   ,
2004, subject to earlier separation in the discretion of Sunrise Securities
Corp.  The terms of the Warrants are
governed by a Warrant Agreement, dated as of
                   ,
2004, 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

  	
  International Shipping Enterprises, Inc.

  	
   

  
	
   

  	
  CORPORATE

  	
   

  
	
   

  	
   

  	
  DELAWARE

  	
   

  	
   

  
	
  Chairman of the Board 

  	
  SEAL

  	
  Secretary

  
	
   

  	
  2004

  	
   

  
					



 
















 


International Shipping Enterprises, Inc.


 


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).