NO. _______                                                    ___________ UNITS

                                                          CUSIP No. ____________

                                                               SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

                     NORTH AMERICAN INSURANCE LEADERS, INC.
                     --------------------------------------
              Incorporated under the Laws of the State of Delaware

               UNIT(S) CONSISTING OF ONE SHARE OF COMMON STOCK AND
                ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK

         THIS CERTIFIES THAT ____________________________________________ is the
owner of __________________________________________________ (_____________)
unit(s) (each, a "Unit" and collectively, the "Units"). Each Unit consists of
one (1) fully paid and nonassessable share, par value $0.0001 per share, of the
common stock ("Share") of NORTH AMERICAN INSURANCE LEADERS, INC. (hereinafter
and on the reverse hereof called the "Corporation"), and one (1) warrant to
purchase one (1) Share of the Corporation for a purchase price of $6.00 per
Share ("Warrant"). The Share(s) and the Warrant(s) comprising the Unit(s)
represented by this certificate are not transferable separately until the
Corporation has filed with the Securities and Exchange Commission a Current
Report on Form 8-K that includes an audited balance sheet reflecting the
Corporation's receipt and disposition of the gross proceeds of the Corporation's
initial public offering. The terms of the Warrant(s) are governed by a Warrant
Agreement, dated as of ________________, 2005 between the Corporation and
JPMorgan Chase Bank, NA, 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. Each Warrant will become
exercisable on the later of (i) the Corporation's completion of its initial
Business Combination (as defined in the Warrant Agreement) or (ii)
__________________, 2006, and will expire unless exercised before 5:00 P.M., New
York time, on __________________, 2009, or earlier upon redemption. Copies of
the Warrant Agreement are on file at the office of the Warrant Agent at
_______________________________________, and are available to any Warrant holder
on written request and without cost. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly authorized officers this _____ day of _____________, 2005.

                                     (SEAL)

Countersigned and Registered:                     ______________________________
Transfer Agent and Registrar                      Scott A. Levine
                                                  Chairman of the Board

By:  ______________________________               ______________________________
      Authorized Signatory                        William R. de Jonge
                                                  President

<PAGE>


                                IMPORTANT NOTICE
                                ----------------

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 units represented hereby 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, to all of
which the holder of this certificate by acceptance hereof assents.

                               _________________

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>
<CAPTION>
<S>                                             <C>
TEN COM   -  as tenants in common               UNIF GIFT MIN ACT ___________     Custodian __________
TEN ENT   -  as tenants by the entireties                         (Custodian)                 (Minor)
JT TEN    -  as joint tenants with right                          under Uniform Gifts to Minors Act of
             of survivorship and not as                           ____________________________________
             tenants in common                                    (State)
                                Additional abbreviations may also be used though not in the above list.
</TABLE>

FOR VALUE RECEIVED, ______________________ HEREBY SELLS, ASSIGNS AND TRANSFERS

UNTO __________________________________________________________________________,
     (Please print or typewrite name and address, including zip code, and social
     security number of assignee)

_______________________ (___________) Unit(s) of the Corporation represented by

this Certificate and do hereby irrevocably constitute and appoint ______________
attorney to

transfer the said Unit(s) on the books of the Corporation, 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.

Signature(s) Guaranteed:

________________________________
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).