NGTV

Exhibit 4.23

NGTV

     The Registered Holder hereby is entitled, at any time after the Separation Date , to exchange each Unit represented by this Unit Certificate for one share of Common Stock and one Warrant Certificate representing the right to purchase one-half of one share of Common Stock, upon surrender of this Unit Certificate to the Transfer Agent and Registrar together with any documentation required by such agent.

     REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FACE HEREOF, AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FACE OF THIS CERTIFICATE. COPIES OF THE WARRANT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE TRANSFER AGENT AND REGISTRAR, US STOCK TRANSFER CORPORATION.

     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

(Cust)

(Minor)

TEN ENT

-as tenants by the entireties

under Uniform Gifts to Minors Act

(State)

JT TEN

-as joint tenants with right of survivorship and not as tenants in common

UNIF TRF MIN ACT

Custodian (until age     )

(Cust)

(Minor)

under Uniform Transfers to Minors 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 POSTAL ZIP CODE, OF ASSIGNEE)
represented by the within Certificate, and do hereby irrevocably constitute and appoint		Units

Attorney

to transfer the said units on the books of the within-named Corporation with full power of substitution in the premises.

Dated:

20

Signature:

Signature

(s) Guaranteed:

Signature:

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

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.

OR ENLARGEMENT, OR ANY CHANGE WHATEVER

SECURITY INSTRUCTIONS

THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK.