Exhibit 4.5  



	NUMBER	 	UNITS






U  



	SEE REVERSE FOR

CERTAIN DEFINITIONS	MILLSTREAM ACQUISITION CORPORATION
 




CUSIP 601316 20 1 


        UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO REDEEMABLE WARRANTS TO PURCHASE ONE SHARE OF COMMON STOCK 


        This Certifies that
  


        is the owner
of                                         
                                          
             Units
  


Each Unit ("Unit") consists of one (1) share of common stock, par value $.0001 per share ("Common Stock"), of Millstream Acquisition Corporation, a
Delaware corporation (the "Company") and two warrants (the "Warrants"). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment)
and is exercisable on the later of the Company's completion of a business combination or 5:00 p.m., New York City Time, on July    , 2007 (the "Expiration Date"), or earlier upon
redemption. The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to October    , 2003, subject to earlier separability in
the discretion of EarlyBirdCapital, Inc. ("Representative"). The terms of the Warrants are governed by a Warrant Agreement dated as of July    , 2003 (the "Warrant Agreement") among
the Company, the Representative and Continental Stock Transfer & Trust Company, as Warrant Agent (the "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, NY 10004, and are available to any Warrant holder on written request and without cost. The Warrant shall be void unless exercised before 5:00 p.m., New York City Time, on the Expiration
Date. 


This
certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar of
the Company. 


Witness
the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.              Dated:  



	
 CHAIRMAN AND CHIEF EXECUTIVE OFFICER	 	[SEAL]	 	
ASSISTANT SECRETARY







MILLSTREAM ACQUISITION CORPORATION  


        The Corporation will furnish without charge to each shareholder 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 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)








        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) 


                                        
                                          
                                         
                                          
                                       
 


                                        
                                          
                                         
                                          
                                       
 


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
                                         
                   



	 	 	
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.





	By:
                                         
                                          
                                          
                                  

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.	 	 





KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE COMPANY WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.