CHURCHILL VENTURES LTD.

EXHIBIT 4.1

U-__________

CHURCHILL VENTURES LTD.

THIS CERTIFIES THAT

Each Unit (“Unit”) consists of one (1) share of common stock, par value $.001 per share (“Common Stock”), of Churchill Ventures Ltd., a Delaware corporation (the “Company”), and one warrant (the “Warrant”). The Warrant entitles the holder to purchase one (1) share of Common Stock for $6.00 per share (subject to adjustment). The Warrant will become exercisable on the later of (i) the Company’s completion of a merger, capital stock exchange, stock purchase, 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 the Warrants comprising the Units represented by this certificate will trade separately 5 business days following the earlier to occur of the expiration or termination of the underwriter’s over-allotment option or its exercise in full; provided, however, in no event will the underwriter allow separate trading until the Company files an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering. The terms of the Warrant 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 signature of its duly authorized officers.

Dated: