SPECIMEN
                WARRANT CERTIFICATE  

            	
              Exhibit
                4.3 

            
	
              NUMBER

              _______-

            	
              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                CITY
                TIME, [four years from the date of the prospectus covering the
                warrants],
                2011

            	
              WARRANTS

            


    

    BBV
      VIETNAM S.E.A. ACQUISITION CORP.

    
      	 	
              WARRANT

            	
              CUSIP
                [•]

            


    

     

    THIS
      CERTIFIES THAT, for value received [•]
      is the
      registered holder of a Warrant or Warrants expiring [four
      years from the date of the prospectus covering the warrants],
      2011
      (the “Warrant”)
      to
      purchase one fully paid and non-assessable share of Common Stock, par value
      $.0001 per share (“Shares”),
      of
      BBV Vietnam S.E.A. Acquisition Corp., a Marshall Islands corporation (the
“Company”),
      for
      each Warrant evidenced by this Warrant Certificate. The Warrant entitles the
      holder thereof to purchase from the Company, commencing on the later of (i)
      the
      Company’s completion of business combination with one or more target businesses
      and (ii) [one
      year from the date of the prospectus covering the warrants],
      2008,
      such number of shares of Common Stock of the Company at the price of $5.00
      per
      share, upon surrender of this Warrant Certificate and payment of the Warrant
      Price at the office or agency of the Warrant Agent, Continental Stock Transfer
      & Trust Company, but only subject to the conditions set forth herein and in
      the Warrant Agreement between the Company and Continental Stock Transfer &
Trust Company. The Company shall not be obligated to deliver any securities
      pursuant to the exercise of a Warrant and shall have no obligation to settle
      a
      Warrant exercise unless a registration statement under the Securities Act of
      1933, as amended (the “Act”),
      with
      respect to the Common Stock is effective, subject to the Company satisfying
      its
      obligations under Section 7.4 of the Warrant Agreement to use its best efforts.
      In the event that a registration statement with respect to the Common Stock
      underlying a Warrant is not effective under the Act, the holder of such Warrant
      shall not be entitled to exercise such Warrant and such Warrant may have no
      value and expire worthless. In no event will the Company be required to net
      cash
      settle the warrant exercise. The Warrant Agreement provides that, upon the
      occurrence of certain events, the Warrant Price and the number of Shares
      purchasable hereunder, set forth on the face hereof, may, subject to certain
      conditions, be adjusted. The term Warrant Price, as used in this Warrant
      Certificate, refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised. 

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up or down
      to the nearest whole number the number of Shares to be issued to such holder.
      

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or the
      registered holder’s assignee a new Warrant Certificate covering the number of
      Shares for which the Warrant has not been exercised. 

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants. 

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except, for any applicable tax or other
      governmental charge. 

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary. 

    This
      Warrant does not entitle the registered holder to any of the rights of a
      shareholder of the Company. 

    The
      Company reserves the right to call the Warrant, in whole and not in part, at
      any
      time prior to its exercise, with a notice of call in writing to the holders
      of
      record of the Warrant, giving 30 days’ written notice of such call at any time
      after the Warrant becomes exercisable, if the last reported sale price of the
      Shares has been at least $10.00 per share on each of 20 trading days within
      any
      30 trading day period ending on the third business day prior to the date on
      which notice of such call is given. The call price of the Warrants is to be
      $.01
      per Warrant. Any Warrant either not exercised or tendered back to the Company
      by
      the end of the date specified in the notice of call shall be canceled on the
      books of the Company and have no further value except for the $.01 call
      price.

     

    
      	
               

              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 AND TRUST COMPANY

            
	
              as
                Warrant Agent

            
	 
	
              By:
                

            	
              ___________________________________

            
	
               

            	
              Steven
                G. Nelson, Chairman

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION
      FORM

    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise
      ______________ Warrants represented by this Warrant Certificate, and to
      purchase the shares of Common Stock issuable upon the exercise of such Warrants,
      and requests that Certificates for such shares shall be issued in the name
      of

    


    
      	                                 
               
	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	                    
              
	                                
              


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    
      	
              and
                be delivered to 

            	                                   
              
	
               (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            
	                              
              


    

    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

    


    
      	
              Dated:
                _____________________

            	 	
                                        
                

            
	 	 	
              (SIGNATURE)

            
	
               

            	 	                        
              
	 	 	
              (ADDRESS)

            
	
               

            	 	              
              
	
               

            	 	                          
              
	 	 	
              (TAX
                IDENTIFICATION NUMBER)

            


    

    


    ASSIGNMENT

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, _______________________ hereby sells, assigns, and transfers unto
      

    


    
      	
              (PLEASE
                TYPE OR PRINT NAME AND ADDRESS)

            
	                  
              
	                              
              


    

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

     

    
      	
              and
                be delivered to 

            	                                   
              
	
               (PLEASE
                PRINT OR TYPE NAME AND ADDRESS)

            


    

     

    ______________________
      of the Warrants represented by this Warrant Certificate, and hereby irrevocably
      constitutes and appoints _________________________________ Attorney to transfer
      this Warrant Certificate on the books of the Company, with full power of
      substitution in the premises.

    


    
      	
              Dated:
                _________________________

            	 	
              _________________________________

            
	 	 	
              (SIGNATURE)

            
	 	 	 


    

    
      THE
        SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
        NAME
        WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
        ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
        BY A
        COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
        EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
        EXCHANGE.