ORION ACQUISITION CORP. I


                 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                                                           SEE REVERSE SIDE FOR
                                                             CERTAIN DEFINITIONS

                                                        CUSIP

This is to Certify that



is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.01, OF

                              ORION ACQUISITION CORP. I

a corporation incorporated under the laws of the State of Delaware. The shares
evidenced by this certificate are transferable only on the stock transfer books
of ORION ACQUISITION CORP. I by the holder hereof, in person or by attorney,
upon surrender of this certificate properly endorsed.

IN WITNESS WHEREOF ORION ACQUISITION CORP. I has caused this certificate to be
executed by the signatures of its duly authorized officers and has caused its
facsimile seal to be hereunto affixed.


Dated:


         Secretary                          Chairman of the Board and Chief
                                            Executive Officer


Countersigned and Registered:
  AMERICAN STOCK TRANSFER & TRUST COMPANY


By                                Transfer Agent
                                   and Registrar


                              Authorized Officer


BANKNOTE CORP. OF AMERICA  WALL ST. 1-608004-942  proof#1  ORION  8/1/96   JL




                              ORION ACQUISITION CORP. I

    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.......
                                                       (Cust)          (Minor)
TEN ENT - as tenants by the entireties                under Uniform Gifts to
                                                      Minors

JT TEN  - as joint tenants with right                 Act . . . . . . . . . .
          of survivorship and not as                        (State)
          tenants in common

       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

________________________________  ____________________________________________

_______________________________________________________________________________
      PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE.

_______________________________________________________________________________

_______________________________________________________________________________

_________________________________________________________________________Shares

represented by the within Certificate, and do hereby irrevocably constitute and
appoint__________________________________________ Attorney to transfer the said
Shares on the books  of  the  within named corporation with full power of
substitution in the premises.

Dated:_________________________

         In the presence of       ______________________________________
                                  Signature

                                  ______________________________________
                                  Signature


                                  NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                                  CORRESPOND WITH THE NAME OF THE
                                  STOCKHOLDERS(S) AS WRITTEN UPON THE FACE OF
                                  THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                                  ALTERATION OR ENLARGEMENT, OR ANY CHANGE
                                  WHATEVER.


BANKNOTE CORP. OF AMERICA  WALL ST. 1-608004-942  proof#1   ORION  8/1/96  JL