NUMBER

                ________-

              

            	
              (SEE
                REVERSE SIDE FOR LEGEND)

              THIS
                WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK
                CITY
                TIME, __________, 2011

            	
              
                WARRANTS

              

            
	 	 	 
	
               

            	
              POLARIS
                ACQUISITION CORP.

            	 
	 	 	 
	 	 	
              
                
                  CUSIP
                    73104R 110

                

              

            
	 	
              WARRANT

            	 


    

     

    THIS
      CERTIFIES THAT, for value received

    


    is
      the
      registered holder of a Warrant or Warrants expiring ________, 2011 (the
“Warrant”) to purchase one fully paid and non-assessable share of Common Stock,
      par value $.0001 per share (“Shares”), of Polaris Acquisition Corp., a Delaware
      corporation (the “Company”), for each Warrant evidenced by this Warrant
      Certificate. The Warrant entitles the holder thereof to purchase from the
      Company, commencing on the later of (i) the Company’s completion of a merger,
      capital stock exchange, asset acquisition or other similar business combination
      and (ii) ______________, 2008, such number of Shares of the Company at the
      price
      of $7.50 per share, upon surrender of this Warrant Certificate and payment
      of
      the Warrant Price at the office or agency of the Warrant Agent, Continental
      Stock Transfer & Trust Company, but only subject to the conditions set forth
      herein and in the Warrant Agreement between the Company and Continental Stock
      Transfer & Trust Company. The Warrant Agreement provides that upon the
      occurrence of certain events the Warrant Price and the number of Warrant Shares
      purchasable hereunder, set forth on the face hereof, may, subject to certain
      conditions, be adjusted. The term Warrant Price as used in this Warrant
      Certificate refers to the price per Share at which Shares may be purchased
      at
      the time the Warrant is exercised.

    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such
      holder.

    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or the
      registered holder’s assignee a new Warrant Certificate covering the number of
      Shares for which the Warrant has not been exercised.

    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

    The
      Company reserves the right to call the Warrant at any time prior to its
      exercise, with a notice of call in writing to the holders of record of the
      Warrant, giving 30 days’ notice of such call at any time after the Warrant
      becomes exercisable if the last sale price of the Shares has been at least
      $14.25 per share on each of 20 trading days within any 30 trading day period
      ending on the third business day prior to the date on which notice of such
      call
      is given. The call price of the Warrants is to be $.01 per Warrant. Any Warrant
      either not exercised or tendered back to the Company by the end of the date
      specified in the notice of call shall be canceled on the books of the Company
      and have no further value except for the $.01 call price.

     

     

    
      	By	 	 
	 	 	 
	 	
               

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SUBSCRIPTION
      FORM

    
      
        To
          Be
          Executed by the Registered Holder in Order to Exercise Warrants

        


        The
          undersigned Registered Holder irrevocably elects to exercise
          ______________ Warrants represented by this Warrant Certificate, and to
          purchase the shares of Common Stock issuable upon the exercise of such
          Warrants,
          and requests that Certificates for such shares shall be issued in the name
          of

        


        
          	
                  (PLEASE
                    TYPE OR PRINT NAME AND ADDRESS)

                
	 
	 
	 
	
                  (SOCIAL
                    SECURITY OR TAX IDENTIFICATION
                    NUMBER)

                
	and
                  be delivered to
	
                  (PLEASE
                    PRINT OR TYPE NAME AND
                    ADDRESS)

                


        

         

        and,
          if
          such number of Warrants shall not be all the Warrants evidenced by this
          Warrant
          Certificate, that a new Warrant Certificate for the balance of such Warrants
          be
          registered in the name of, and delivered to, the Registered Holder at the
          address stated below:

         

        
          	
                  Dated:

                	
                   

                	 	
                   

                
	 	 	 	
                  (SIGNATURE)

                
	 	
                   

                	 	 
	 	 	 	
                  (ADDRESS)

                
	 	
                   

                	 	 
	 	 	 	
                  (TAX
                    IDENTIFICATION NUMBER)

                


        

      

      
         

        ASSIGNMENT

        To
          Be
          Executed by the Registered Holder in Order to Assign Warrants

        


        For
          Value
          Received, _______________________ hereby sell, assign, and transfer
          unto

         

        
          	
                  (PLEASE
                    TYPE OR PRINT NAME AND ADDRESS)

                
	 
	 
	 
	
                  (SOCIAL
                    SECURITY OR TAX IDENTIFICATION
                    NUMBER)

                
	and
                  be delivered to
	
                  (PLEASE
                    PRINT OR TYPE NAME AND
                    ADDRESS)

                


        

         

        ______________________
          of the Warrants represented by this Warrant Certificate, and hereby irrevocably
          constitute and appoint _________________________________ Attorney to transfer
          this Warrant Certificate on the books of the Company, with full power of
          substitution in the premises.

         

        
          	
                  Dated:

                	
                   

                	 	
                   

                
	 	 	 	
                  (SIGNATURE)

                


        

        
           

        

        The
          signature to the assignment of the Subscription Form must correspond to
          the name
          written upon the face of this Warrant Certificate in every particular,
          without
          alteration or enlargement or any change whatsoever, and must be guaranteed
          by a
          commercial bank or trust company or a member firm of the American Stock
          Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
          Exchange.