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