Exhibit
4.2


 


	
  NUMBER

  	
   

  	
  SHARES

  
	
   

  	
   

  	
   

  
	
  ISEC

  	
   

  	
   

  



 


INTERNATIONAL
SHIPPING ENTERPRISES, INC.


 


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


 


INTERNATIONAL
SHIPPING ENTERPRISES, INC.


 


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


 


	
  Dated:

  	
  International Shipping Enterprises, Inc.

  	
   

  
	
   

  	
  CORPORATE

  	
   

  
	
   

  	
  SEAL

  	
   

  
	
   

  	
  2004

  	
   

  
	
  CHAIRMAN

  	
   

  	
  SECRETARY

  
	
   

  	
  DELAWARE

  	
   

  



 
















 


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.


 


International
Shipping Enterprises, Inc.


 


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 thereby 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 that 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.