NUMBER
 C [             ]
 	
                        
 INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.

            INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

            COMMON STOCK
 	
                        SHARES
 






 


	
                         
 	
                         
 	
                        SEE REVERSE
 FOR CERTAIN
 DEFINITIONS
 
	
                         
 	
                        CUSIP _______________
 	
                         
 
	
                         
 
	
                        
 This Certifies that

            
 
 
 
 is the owner of

 	
                         
 	
                         
 
				






FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF

INTERNATIONAL BRANDS MANAGEMENT GROUP LTD.

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:

International Brands Management Group Ltd.

Delaware

Corporate Seal 2007

By:

 


	
                          
 	
                         
 	
                          
 
	
                        Chairman of the Board and Chief Executive Officer
 	
                         
 	
                        Secretary
 






 

 








International Brands Management Group Ltd.

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. 

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 and not as tenants in common
 	
                         
 	
                         
 
	
                        under Uniform Gifts to Minors
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)
 
	
                         
 
	
                         
 
	
                         
 	
                         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.