NUMBER

                      _______C

            	 	
              SHARES

            
	 	 	 
	
               

            	
              POLARIS
                ACQUISITION CORP.

               

              
                INCORPORATED
                  UNDER THE LAWS OF THE STATE OF DELAWARE

                 

                COMMON
                  STOCK

              

            	 
	 	 	 
	 	 	
              
                
                  SEE
                    REVERSE FOR

                

                CERTAIN
                  DEFINITIONS

              

            
	 	 	 
	
              This
                Certifies
                that

            	 	
              CUSIP
                73104R 102

            
	 	 	 
	
              is
                the owner
                of

            	 	 


    

     

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

       

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

    

     

    
      	 	
              

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 -

                
                  TEN
                    ENT -

                  
                    JT
                      TEN -

                  

                

              	
                as
                  tenants in common

                
                  as
                    tenants by the entireties

                  
                    as
                      joint tenants with right of survivorship

                    
                      and
                        not as tenants in common

                    

                  

                

              	
                UNIF
                  GIFT MIN ACT

              	
                -
                  _____ Custodian ______

                (Cust)                 
                  (Minor)

                
                  under
                    Uniform Gifts to Minors

                  
                    Act
                      ______________

                    
                      (State)

                    

                  

                

              


      

    

     

    Additional
      Abbreviations may also be used though not in the above list.

     

    
      Polaris
        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

    
       

    

    
      	 


    

     

    
      	
               

            
	
              (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
                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:

    


    
      
        

      

    

    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.