NUMBER                                                                     UNITS

                              ORION ACQUISITION CORP. I
        INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE            CUSIP
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

for value received

(the "Registered Holder") is the owner of the number of Units specified above,
transferable only on the books of Orion Acquisition Corp. I (the "Corporation")
by the Registered Holder thereof in person or by his or her duly authorized
attorney, on surrender of this Unit Certificate properly endorsed.

Each Unit consists of one (1) share of the Corporation's common stock, par value
$.01 per share (the "Common Stock"), and one (1) redeemable Class A common stock
purchase warrant (the "Warrants") to purchase one (1) share of Common Stock for
$9.00 per share (subject to adjustment) at any time on or after the consummation
of a Business Combination by the Corporation and before 5:00 P.M. New York time
on July 2, 2001 (the "Expiration Date"). The terms of the Warrants are governed
by a Warrant Agreement dated as of                       (the "Warrant
Agreement") between the Company and American Stock Transfer & Trust Company, as
Warrant Agent (the "Warrant Agent"), and re subject to the terms and provisions
contained therein, all of which terms and provisions the Registered Holder of
this Unit Certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Corporation and are available to any
Registered Holder on written request and without cost. The Warrant shall be void
unless exercised before 5:00 P.M., New York time, on the Expiration Date.

This certificate is not valid unless countersigned and registered by the
Transfer Agent, Warrant Agent, Warrant Agent and Registrar of the Corporation.

The Warrants and the shares of Common Stock of the Corporation represented by
this Unit Certificate shall be nondetachable and not separately transferable
until such date as shall be determined by H.J. Meyers & Co., Inc. (the
"Separation Date").

IN WITNESS WHEREOF, the Corporation has caused this Unit Certificate to be duly
executed, manually or by facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted herein.


Dated:

By:                                    By:
         Secretary                          Arthur H. Goldberg, Chairman and
                                            Chief Executive Officer


Countersigned and Registered:
 AMERICAN STOCK TRANSFER & TRUST COMPANY

By :                              Transfer Agent,
                      Warrant Agent and Registrar


                               Authorized Officer


BANKNOTE CORP. OF AMERICA  WALL ST. 1- 603035-942   ORION  8/1/96   PROOF #1  JL




                              ORION ACQUISITION CORP. I



                                SEPARATION PROVISIONS

    This certificate certifies that for value received the Registered Holder
hereby is entitled, at and after such time, as H.J. Meyers & Co., Inc. may
determine that the Common Stock and the Warrants, which comprise the Units,
shall be separately transferable (the "Separation Date") to exchange each Unit
represented by this Unit Certificate for Common Stock certificates representing
one share of Common Stock and one Warrant Certificate representing one Warrant
upon surrender of this Unit Certificate to the Transfer Agent at the office of
the Transfer Agent together with any documentation required by such Transfer
Agent.

  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.
_______________________________________________________________________________

_______________________________________________________________________________

__________________________________________________________________________Units

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 with
full power of substitution in the premises.

Dated : ____________________________


                                       _______________________________________
                             NOTICE:   THE ABOVE SIGNATURE SHOULD CORRESPOND
                                       EXACTLY WITH THE NAME ON THE FACE OF
                                       THIS UNIT CERTIFICATE OR WITH THE NAME
                                       OF THE ASSIGNEE APPEARING IN THE
                                       ASSIGNMENT FORM ABOVE AND MUST BE
                                       GUARANTEED BY AN ELIGIBLE GUARANTOR
                                       INSTITUTION WITH MEMBERSHIP IN AN
                                       APPROVED SIGNATURE GUARANTEE MEDALLION
                                       PROGRAM.

BANKNOTE CORP. OF AMERICA  WALL ST. 1- 603035-942  ORION  8/1/96  PROOF #1   JL