EXHIBIT 4.4


      NUMBER                                                  SHARES

______C

                              DG ACQUISITION CORP.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


                              CLASS B COMMON STOCK

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS





      THIS CERTIFIES THAT                                      CUSIP



      IS THE OWNER OF



     FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0001 EACH OF
                          THE CLASS B COMMON STOCK OF

                              DG ACQUISITION CORP.

  transferable on the books of the Corporation in person or by duly authorized
         attorney upon surrender of this certificate properly endorsed.

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

  Witness the seal of the Corporation and the facsimile signatures of its duly
                              authorized officers.


Dated:
      -----------------


                               DG ACQUISITION CORP.

-----------------------------      CORPORATE      -----------------------------
CHAIRMAN                              SEAL        SECRETARY
                                      2005

                                    DELAWARE





         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.

                              DG ACQUISITION CORP.

         The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional 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 thereby
are issued and shall be held subject to all the provisions of the Certificate of
Incorporation and all amendments thereto and resolutions of the Board of
Directors providing for the issue of shares of Preferred Stock (copies of which
may be obtained from the secretary of the Corporation), to all of which the
holder of this certificate by acceptance hereof assents.

         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)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ shares

of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation 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).

The holder of this certificate shall be entitled to receive funds from the trust
fund only in the event of the Company's liquidation upon failure to consummate a
business combination or if the holder seeks to convert his respective shares
into cash upon a business combination which he voted against and which is
actually completed by the Company. In no other circumstances shall the holder
have any right or interest of any kind in or to the trust fund.