EXHIBIT 4.5

NUMBER WA-____          (SEE REVERSE SIDE FOR LEGEND)           _______ WARRANTS
                 (THIS WARRANT WILL BE VOID IF NOT EXERCISED
            PRIOR TO 5:00 P.M. NEW YORK CITY TIME, __________, 2010

                            DG ACQUISITION CORP.
                                                            CUSIP ______________
                         CLASS A WARRANT CERTIFICATE


THIS CERTIFIES THAT, for value received ________________________________________
is the registered holder of a Class A Warrant or Warrants expiring _______, 2010
("Warrant(s)") to purchase one fully paid and non-assessable share of Class A
Common Stock, par value $.0001 per share (a "Share"), of DG 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
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business and (ii) ______________,
2006, such number of Shares of the Company at the price (the "Warrant Price")
equal to $6.00 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 (such payment to be made by check made payable to
the Warrant Agent), 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.

Fractions of a Share will be issued upon any exercise of the Warrant. If the
holder of the Warrant would be entitled to receive a fraction of a Share upon
any exercise of the 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
his 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
$11.50 per share for any 20 trading days within a 30-trading day period ending
three business days 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:

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     Chairman of the Board                                 Secretary
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                                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


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                     (PLEASE TYPE OR PRINT NAME AND ADDRESS)

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                 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

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

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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:
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                                                     (SIGNATURE)

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                  (ADDRESS)

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       (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

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                     (PLEASE TYPE OR PRINT NAME AND ADDRESS)

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                 (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

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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:
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                                                      (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.