NUMBER

              U-__________

               

            	 	 	 	
              UNITS

            
	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            	
              PANTHEON
                CHINA ACQUISITION CORP.

            	 
	 	 	 
	 	 	
               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 Pantheon China Acquisition Corp., 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) the
      Company’s completion of a merger, capital stock exchange, asset acquisition or
      other similar business combination and (ii) ___________, 2007, and will expire
      unless exercised before 5:00 p.m., New York City Time, on ____________, 2010,
      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 __________, 2006, subject to earlier separation in the
      discretion of EarlyBirdCapital, Inc. The terms of the Warrants are governed
      by a
      Warrant Agreement, dated as of _______, 2006, 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 signatures of its duly
      authorized officers.

    


     

    
      	By	
            	 
	 	
              

            	 
	
               Chairman
                of the Board

            	
            	
              Secretary

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Pantheon
      China Acquisition Corp.

     

    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).