[FACE OF
CERTIFICATE]

NUMBER

HCW

(THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ,
2009)

HEALTHCARE
ACQUISITION CORP.

WARRANT

WARRANTS

CUSIP TO
COME

THIS
CERTIFIES THAT, for value received _____________




is the
registered holder of a Warrant or Warrants expiring , 2009 (the “Warrant”) to
purchase one fully paid and non-assessable share of Common Stock, par value
$.0001 per share (“Shares”), of Healthcare Acquisition Corp., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant
Certificate. The Warrant entitles the holder thereof to purchase from the
Company, commencing on the later of (i) the Company’s completion of a merger,
capital stock exchange, asset acquisition or other similar business combination
and (ii) , 2006, such number of Shares of the Company at the price of $6.00 per
share, upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent, Continental Stock Transfer
& Trust Company (such payment to be made by check made payable to the
Warrant Agent), but only subject to the conditions set forth herein and in the
Warrant Agreement between the Company and Continental Stock Transfer & Trust
Company. The Warrant Agreement provides that upon the occurrence of certain
events the Warrant Price and the number of Warrant Shares purchasable hereunder,
set forth on the face hereof, may, subject to certain conditions, be adjusted.
The term Warrant Price as used in this Warrant Certificate refers to the price
per Share at which Shares may be purchased at the time the Warrant is
exercised.




No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder
of a Warrant would be entitled to receive a fraction of a Share upon any
exercise of a Warrant, the Company shall, upon such exercise, round up to the
nearest whole number the number of Shares to be issued to such
holder.

Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or his
assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised.




Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.




Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.




The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.




This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

The
Company reserves the right to call the Warrant, with the prior consent of Maxim
Group LLC, Inc., at any time prior to its exercise, with a notice of call in
writing to the holders of record of the Warrant, giving 30 days’ notice of such
call at any time after the Warrant becomes exercisable if the average closing
sales price of the Shares has been at least $11.50 per share for any 20 trading
days within any 30 trading day period ending on the third business day prior to
the date on which notice of such call is given. The call price of the Warrants
is to be $.01 per Warrant. Any Warrant either not exercised or tendered back to
the Company by the end of the date specified in the notice of call shall be
canceled on the books of the Company and have no further value except for the
$.01 call price.




By

COUNTERSIGNED

CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

AS
WARRANT AGENT

BY:

AUTHORIZED
OFFICER

[SEAL]

PRESIDENT

SECRETARY























[REVERSE
OF CERTIFICATE]

SUBSCRIPTION
FORM




To Be
Executed by the Registered Holder in Order to Exercise Warrants




The
undersigned Registered Holder irrevocably elects to exercise Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

(PLEASE
TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

and be
delivered to

(PLEASE
PRINT OR TYPE NAME AND ADDRESS)

and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:




Dated:

(SIGNATURE)

(ADDRESS)

(TAX
IDENTIFICATION NUMBER)




ASSIGNMENT

To Be
Executed by the Registered Holder in Order to Assign Warrants

For Value
Received, hereby sell, assign, and transfer unto

(PLEASE
TYPE OR PRINT NAME AND ADDRESS)

(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

and be
delivered to

(PLEASE
PRINT OR TYPE NAME AND ADDRESS)

of the
Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint ________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.

Dated:

(SIGNATURE)

THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.