NUMBER                                                    UNITS
U-__________


  SEE REVERSE FOR
CERTAIN DEFINITIONS       JAGUAR ACQUISITION CORPORATION


                                                                       CUSIP

UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH 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 Jaguar 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). Each Warrant will become exercisable 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,
and will expire unless exercised before 5:00 p.m., New York City Time, on
____________, 2009, 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 __________, 2005, subject to earlier
separation in the discretion of EarlyBirdCapital, Inc. 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 signatures of its duly
authorized officers.


By

                        (JAGUAR ACQUISITION CORPORATION LOGO)


   -------------------------------------          ------------------------------
                   Chairman of the Board           Secretary




                         JAGUAR ACQUISITION CORPORATION

     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:

<TABLE>


     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)
</TABLE>

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)

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                                                                           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 will 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.

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).