EXHIBIT 4.1

NUMBER                                                                     UNITS

U-


  SEE REVERSE FOR
CERTAIN DEFINITIONS
                         VICEROY ACQUISITION CORPORATION


                                                               CUSIP  __________



  UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT 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 Viceroy  Acquisition  Corporation,  a Delaware
corporation  (the  "Company"),  and one warrant (the  "Warrants").  Each Warrant
entitles  the  holder to  purchase  one (1) share of Common  Stock for $6.00 per
share (subject to adjustment). Each Warrant will become exercisable on the later
of (i)_______, 2006 or (ii) the earlier of the Company's completion of a merger,
capital stock exchange,  asset acquisition or other similar business combination
or the  distribution of funds held by that certain trust account for the benefit
of the Company's  public  stockholders,  and will expire unless exercised before
5:00 p.m., New York City Time, on __________,  2009, or earlier upon  redemption
(the  "Expiration  Date").  The Common Stock and Warrants  comprising  the Units
represented  by  this  certificate  are not  separately  transferable  prior  to
__________, 2005, subject to earlier separation in the discretion of The Shemano
Group,  Inc . The terms of the  Warrants  are  governed by a Warrant  Agreement,
dated as of __________, 2005, 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  signature of its
duly authorized officers.

By                         VICEROY ACQUISITION CORPORATION

                                     CORPORATE
                                     DELAWARE
-----------------------------------    SEAL    ---------------------------------
Chairman of the Board                  2005    Secretary


                         VICEROY ACQUISITION CORPORATION

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      under Uniform Gifts to Minors Act
          survivorship                        and not as tenants in common

                                                  ----------------------
                                                          (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).