Exhibit
      4.2

     

    SPECIMEN
      COMMON STOCK CERTIFICATE

    


     

    NUMBER           SHARES
      

     

    _____C

     

    BBV
      VIETNAM S.E.A. ACQUISITION CORP.

     

    INCORPORATED
      UNDER THE LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS

     

    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

     

    BBV
      VIETNAM S.E.A. ACQUISITION CORP.

     

    transferable
      on the books of the Corporation in person or by a 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:__________________________________

              Robert
                H.J. Lee 

              CHAIRMAN

            	
              BBV
                VIETNAM S.E.A. ACQUISITION CORP.

              CORPORATE

              SEAL
                2007

              THE
                REPUBLIC OF THE MARSHALL ISLANDS

            	
               

              By:__________________________________

              Eric
                M. Zachs

              PRESIDENT
                AND SECRETARY

            


    

    


    CONTINENTAL
      STOCK & TRANSFER COMPANY,

    as
      transfer agent and registrar

    


    By:_______________________________

    Steven
      G.
      Nelson, Chairman 

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SPECIMEN
      COMMON STOCK CERTIFICATE

    


     

    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.

     

    BBV
      VIETNAM S.E.A. ACQUISITION CORP.

     

    The
      Corporation will furnish, without charge, to each shareholder 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 of the provisions of the Articles 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 with 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
      account only in the event of the Corporation’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 Corporation. In no other circumstances
      shall the holder have any right or interest of any kind in or to the trust
      account.