Common Stock Certificate for SP Acquisition Holdings, Inc.

 Exhibit 4.2 ORGANIZED UNDER THE LAWS OF THE STATE OF DELAWARE NO. ___ ________ SHARES SP ACQUISITION HOLDINGS, INC. 200,000,000 SHARES PAR VALUE $.001 EACH AUTHORIZED COMMON STOCK SEE REVERSE SIDE FOR CERTAIN DEFINITIONS. THIS CERTIFIES THAT IS THE OWNER OF DATED: _______________________________________ _______________________________________ Jack L. Howard, Secretary Warren G. Lichtenstein, President  ==================================================================================================================================== 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 tenants by the entireties (Cust) (Minor) as joint tenants with Under Uniform Gifts to Minors Act: right of survivorship and ____________________ JT TEN not as tenants in common (State) Additional abbreviations may also be used though not in the above list. SP ACQUISITION HOLDINGS, INC. The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, option 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 the terms and conditions applicable to the securities underlying and comprising the shares. 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 REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT _________________ ATTORNEY, TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED __________________ BY: 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.