EXHIBIT 4.1


     NUMBER                                            UNITS
UA-__________


  SEE REVERSE FOR             DG ACQUISITION CORP.
CERTAIN DEFINITIONS


                                                                           CUSIP

    CLASS A UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO
                   PURCHASE ONE SHARE OF CLASS A COMMON STOCK


THIS CERTIFIES THAT _____________________________________________________

is the owner of _________________________________________________________ Units.

Each Unit ("Unit") consists of one (1) share of Class A common stock, par value
$.0001 per share ("Common Stock"), of DG Acquisition Corp., a Delaware
corporation (the "Company"), and one Class A warrant (the "Warrant"). 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) the Company's completion of a acquisition by merger, capital stock
exchange, asset or stock acquisition, reorganization or otherwise, of an
operating business and (ii) ___________, 2006, 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 Merriman
Curhan Ford & Co. 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
                               DG ACQUISITION CORP.

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

                                      SEAL
                                      2005




                              DG 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

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  (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 with full
power of substitution in the premises.

Dated
     -------------------



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        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:


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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).