Exhibit
4.3





															
	NUMBER		(SEE
REVERSE SIDE FOR
LEGEND)		WARRANTS		 
	 		 		 		 
	-[SYMBOL]		THIS
WARRANT WILL BE VOID IF NOT
 EXERCISED PRIOR TO 5:00 P.M.
 NEW
YORK CITY TIME,                  , 2009,
 OR UPON
EARLIER
REDEMPTION		 		 
	 		 		 		 
	 		BANK
STREET TELECOM FUNDING
CORP.		 		 
	CUSIP		 		 		 
	 		WARRANT		 		 
	






THIS
CERTIFIES THAT, for value received

is the registered holder of a
Warrant or Warrants expiring at 5:00 p.m., New York City Time,
                     , 2009, or upon earlier redemption
(the "Warrant"), to purchase one fully paid
and non-assessable share of Common Stock, par value $.0001 per share
("Shares"), of Bank Street Telecom Funding
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 the consummation
by the Company of an acquisition through merger, capital stock
exchange, asset acquisition, stock purchase or other business
combination transaction, or a combination of any of the foregoing, of
one or more operating businesses in the communications industry whose
fair market value, collectively, is equal to at least 80% of the
Company's net assets at the time of such acquisition
("Business Combination") or
             , 2006, such number of Shares of the Company
at the price of $5.00 per share, upon surrender of this Warrant
Certificate accompanied by the annexed duly executed subscription form
and payment of the Warrant Price at the office or agency of the Warrant
Agent,
                          (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
                              (the
"Warrant Agreement"). 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 or down 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 redeem all (but
not part) of the then outstanding Warrants, with a notice of redemption
in writing to the holders of record of the Warrants then outstanding,
giving 30 days' notice of such redemption at any time after such
Warrants become exercisable if the last sale price of the Shares has
been at least $8.50 per share on each of 20 trading days within a 30
trading day period ending on the third business day prior to the date
on which notice of such redemption is given. The redemption 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 redemption shall be canceled on the books of
the Company and have no further value except for the $.01 redemption
price.





							
	 		 
	 		 
	 		 
	Name:		Name:
	Title:		Title:
	






COUNTERSIGNED

_____________,

as Warrant Agent

	
		
	


Authorized
Officer








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.