Exhibit
4.4

WARRANT AGREEMENT

Agreement made as
of                     , 2005 between Bank Street Telecom
Funding Corp., a Delaware corporation, with offices at One Landmark
Square, 18th Floor, Stamford, Connecticut 06901,
("Company"), and Continental Stock Transfer
& Trust Company, a New York corporation, with offices at 17 Battery
Place, New York, NY 10004 ("Warrant
Agent").

WHEREAS, the Company is
engaged in a public offering ("Public
Offering") of Units ("Units")
and, in connection therewith, has determined to issue and deliver up to
34,500,000 Warrants ("Warrants") to the
public investors, each Warrant evidencing the right of the holder
thereof to purchase one share of common stock, par value $.0001 per
share, of the Company's Common Stock ("Common
Stock") for $5.00, subject to adjustment as described
herein; and Whereas, the Company has filed with the Securities and
Exchange Commission a Registration Statement, No. 333-127238 on Form
S-1 ("Registration Statement") for the
registration, under the Securities Act of 1933, as amended
("Act"), of, among other securities, the
Warrants and the Common Stock issuable upon exercise of the Warrants;
and

WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing
to so act, in connection with the issuance, registration, transfer,
exchange, redemption, exercise and cancellation of the Warrants;
and

WHEREAS, the Company desires to provide for
the form and provisions of the Warrants, the terms upon which they
shall be issued and exercised, and the respective rights, limitation of
rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants; and

WHEREAS, all acts
and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by
or on behalf of the Warrant Agent, as provided herein, the valid,
binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

NOW,
THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

1.    Appointment of Warrant Agent.    The Company
hereby appoints the Warrant Agent to act as agent for the Company for
the Warrants, and the Warrant Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.

2.    Warrants.


2.1.    Form of Warrant.    Each Warrant shall be issued
in registered form only, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and shall be
signed by, or bear the facsimile signature of, the Chairman of the
Board, the Chief Executive Officer or President and Treasurer or
Assistant Treasurer of the Company and shall bear a facsimile of the
Company's seal. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is
issued, it may be issued with the same effect as if he or she had not
ceased to be such at the date of issuance.

2.2.    Effect
of Countersignature.    Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid
and of no effect and may not be exercised by the holder thereof.

2.3.    Registration.


2.3.1.    Warrant
Register.    The Warrant Agent shall maintain books
("Warrant Register"), for the registration of
original issuance and the registration of transfer of the Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall
issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with
instructions delivered to the Warrant Agent by the Company.

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2.3.2.    Registered
Holder.    Prior to due presentment for registration of transfer
of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the
Warrant Register ("registered holder"), as
the absolute owner of such Warrant and of each Warrant represented
thereby (notwithstanding any notation of ownership or other writing on
the Warrant Certificate made by anyone other than the Company or the
Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

2.4.    Detachability of Warrants.    The securities
comprising the Units will not be separately transferable until the
earlier of (a) the expiration of the 45-day option to purchase up to
2,250,000 additional Warrants provided to CRT Capital Group LLC
("CRT") to cover over-allotments or (b) 20
days after the exercise either in full or in part by CRT of such
over-allotment option unless CRT notifies the Company that it will not
exercise its over-allotment option in which case CRT may permit
separate trading of the common stock and warrants as soon as
practicable following such notice (the "Detachment
Date"), but in no event will separate trading of the
securities comprising the Units be allowed until the Company files a
Current Report on Form 8-K which includes an audited balance sheet
reflecting the receipt by the Company of the gross proceeds of the
Public Offering including the proceeds received by the Company from the
exercise of CRT's over-allotment option, if all or a part of the
over-allotment option is exercised prior to the filing of the Form
8-K.

3.    Terms and Exercise of Warrants


3.1.    Warrant Price.    Each Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder
thereof, subject to the provisions of such Warrant and of this Warrant
Agreement, to purchase from the Company the number of shares of Common
Stock stated therein, at the price of $5.00 per whole share, subject to
the adjustments provided in Section 4 hereof and in the last sentence
of this Section 3.1. The term "Warrant Price"
as used in this Warrant Agreement refers to the price per share at
which Common Stock may be purchased at the time a Warrant is exercised.
The Company in its sole discretion may lower the Warrant Price at any
time prior to the Expiration Date.

3.2.    Duration of
Warrants.    A Warrant may be exercised only during the period
("Exercise Period") 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 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") (as described more fully in the
Company's Registration Statement) or
                            , 2006 and terminating at
5:00 p.m., New York City time on the earlier to occur of (i)
                                , 2009 or (ii) the date
fixed for redemption of the Warrants as provided in Section 6 of this
Agreement ("Expiration Date"). Except with
respect to the right to receive the Redemption Price (as set forth in
Section 6 hereunder), each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at the close
of business on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration
Date.

3.3.    Exercise of Warrants.


3.3.1.    Payment.    Subject to the provisions
of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the registered
holder thereof by surrendering it, at the office of the Warrant Agent,
or at the office of its successor as Warrant Agent, in the Borough of
Manhattan, City and State of New York, with the subscription form, as
set forth in the Warrant, duly executed, and by paying in full, in
lawful money of the United States, in cash, good certified check or
good bank draft payable to the order of the Company (or as otherwise
agreed to by the Company), the Warrant Price for each full share of
Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the Common Stock, and the issuance of
the Common Stock.

3.3.2.    Issuance of
Certificates.    As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of any Warrant Price,
the Company shall issue to the 

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registered holder of such Warrant a
certificate or certificates for the number of full shares of Common
Stock to which he is entitled, registered in such name or names as may
be directed by him, her or it, and if fewer than all of the Warrants
evidenced by a Warrant certificate are exercised, a new Warrant
certificate for the number of Warrants remaining unexercised shall be
executed by the Company and countersigned by the Warrant Agent.
Notwithstanding the foregoing, the Company shall not be obligated to
deliver any securities pursuant to the exercise of a Warrant unless (i)
a registration statement under the Act with respect to the Common Stock
is effective or (ii) in the opinion of counsel to the Company, the
exercise of the Warrants is exempt from the registration requirements
of the Act and such securities are qualified for sale or exempt from
qualification under applicable securities laws of the states or other
jurisdictions in which the registered holders reside; provided that the
Company may request the holder to deliver to the Company an opinion of
counsel to such effect. Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise
would be unlawful.

3.3.3.    Valid
Issuance.    All shares of Common Stock issued upon the proper
exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.

3.3.4.    Date of Issuance.    Each person in
whose name any such certificate for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of
such shares on the date on which the Warrant was surrendered for
exercise and payment of the Warrant Price was made, irrespective of the
date of delivery of such certificate, except that, if the date of such
surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding
date on which the stock transfer books are open.

3.3.5.    Warrant Solicitation and Warrant
Solicitation Fee.


a.    The Company has engaged
CRT, on a non-exclusive basis, as its agent for the solicitation of the
exercise of the Warrants. The Company, at its cost, will (i) assist CRT
with respect to such solicitation, if requested by CRT, and (ii)
provide CRT, and direct the Company's transfer agent and the
Warrant Agent to deliver to CRT, lists of the record and, to the extent
known, beneficial owners of the Company's Warrants. The Company
hereby instructs the Warrant Agent to cooperate with CRT in every
respect in connection with CRT's solicitation activities,
including, but not limited to, providing to CRT, at the Company's
cost, a list of record and beneficial holders of the Warrants and
circulating a prospectus or offering circular disclosing the
compensation arrangements referenced in Section 3.3.5(b) below to
holders of the Warrants at the time of exercise of the Warrants. In
addition to the conditions set forth in Section 3.3.5(b), CRT shall
accept payment of the warrant solicitation fee provided in Section
3.3.5(b) only if it has provided bona fide services to the Company in
connection with the exercise of the Warrants and only to the extent
that an investor who exercises his Warrants specifically designates, in
writing, that CRT solicited his exercise. In addition to soliciting,
either orally or in writing, the exercise of Warrants by a Warrant
holder, such services may also include disseminating information in
accordance with the securities laws, either orally or in writing, to
Warrant holders about the Company or the market for the Company's
securities, or assisting in the processing of the exercise of
Warrants.

b.    In each instance in which a Warrant
is exercised, the Warrant Agent shall promptly give written notice of
such exercise to the Company and CRT ("Warrant
Agent's Exercise Notice"). If, upon the exercise of
any Warrant more than one year from the effective date of the
Registration Statement, (i) the market price of the Company's
Common Stock is greater than the Warrant Price, (ii) disclosure of
compensation arrangements between the Company and CRT with respect to
the solicitation of the exercise of the Warrants was made both at the
time of the Public Offering and at the time of exercise (by delivery of
the Prospectus or as otherwise required by applicable law, rule or
regulation), (iii) the holder of the Warrant confirms in writing that
the exercise of the Warrant was solicited by CRT, (iv) the Warrant was
not held in a discretionary account, and (v) the solicitation of the
exercise of the Warrant was not in violation of law, including
Regulation M (as such rule or any successor rule may be in effect as of
such time of exercise) promulgated under the Securities Exchange Act of
1934, as amended, then the Warrant Agent, simultaneously with the
distribution of 

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the Common Stock underlying the Warrants so
exercised in accordance with the instructions from the Company
following receipt of the proceeds to the Company received upon exercise
of such Warrant(s), shall, on behalf of the Company, pay a fee of
2% of the Warrant Price to CRT, provided that CRT delivers to
the Warrant Agent within ten (10) business days from the date on which
CRT has received the Warrant Agent's Exercise Notice, a
certificate that the conditions set forth in the preceding clauses
(iii), (iv) and (v) have been satisfied. Notwithstanding the foregoing,
no fee will be paid to CRT with respect to the exercise by it or its
affiliates or the Company's officers, employees, bona fide
consultants or directors of Warrants purchased by it or them and still
held by them for its or their own account. CRT and the Company may at
any time during business hours, examine the records of the Warrant
Agent, including its ledger of original Warrant certificates returned
to the Warrant Agent upon exercise of Warrants.

c.    The provisions of this Section 3.3.5 may not be
modified, amended or deleted without the prior written consent of
CRT.

4.    Adjustments.


4.1.    Stock Dividends – Split-Ups.    If, after
the date hereof, and subject to the provisions of Section 4.6 below,
the number of outstanding shares of Common Stock is increased by a
stock dividend payable in shares of Common Stock, or by a split-up of
shares of Common Stock, or other similar event, then, on the effective
date of such stock dividend, split-up or similar event, the number of
shares of Common Stock issuable on exercise of each Warrant shall be
increased in proportion to such increase in outstanding shares of
Common Stock.

4.2.    Aggregation of Shares.    If,
after the date hereof, and subject to the provisions of Section 4.6,
the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of
shares of Common Stock or other similar event, then, on the effective
date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be decreased in proportion
to such decrease in outstanding shares of Common Stock.

4.3.    Adjustments in Exercise Price.    Whenever the
number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of shares of Common
Stock purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and (y) the denominator of which shall be the
number of shares of Common Stock so purchasable immediately
thereafter.

4.4.    Replacement of Securities upon
Reorganization, etc.    In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a
change covered by Section 4.1 or 4.2 hereof or that solely affects the
par value of such shares of Common Stock), or in the case of any merger
or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the
case of any sale or conveyance to another corporation or entity of the
assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the
Warrant holders shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant
holder would have received if such Warrant holder had exercised his,
her or its Warrant(s) immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock
covered by Section 4.1 or 4.2, then such adjustment shall be made
pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions
of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or
other transfers.

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4.5.    Notices of Changes in
Warrant.    Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall
state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based. Upon the occurrence of any event specified in Sections 4.1, 4.2,
4.3 or 4.4, then, in any such event, the Company shall give written
notice to the Warrant holder, at the last address set forth for such
holder in the warrant register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.

4.6.    No Fractional Shares.    Notwithstanding any
provision contained in this Warrant Agreement to the contrary, the
Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up or down to the nearest whole number
the number of the shares of Common Stock to be issued to the Warrant
holder.

4.7.    Form of Warrant.    The form of
Warrant need not be changed because of any adjustment pursuant to this
Section 4, and Warrants issued after such adjustment may state the same
Warrant Price and the same number of shares as is stated in the
Warrants initially issued pursuant to this Agreement. However, the
Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not
affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.

5.    Transfer and Exchange of Warrants.


5.1.    Transfer of Warrants.    Prior to the Detachment
Date, Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of
effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, prior to the Detachment Date, each transfer of a Unit on
the register relating to such Units shall operate also to transfer the
Warrants included in such Unit. From and after the Detachment Date,
this Section 5.1 shall be of no further force and effect.

5.2.    Registration of Transfer.    The Warrant Agent
shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant for
transfer, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant representing an equal aggregate number of
Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.

5.3.    Procedure for Surrender of Warrants.    Warrants
may be surrendered to the Warrant Agent, together with a written
request for exchange or transfer, and thereupon the Warrant Agent shall
issue in exchange therefor one or more new Warrants as requested by the
registered holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that in the event that
a Warrant surrendered for transfer bears a restrictive legend, the
Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of
counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive
legend.

5.4.    Fractional Warrants.    The Warrant
Agent shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a warrant certificate for
a fraction of a warrant.

5.5.    Service
Charges.    No service charge shall be made for any exchange or
registration of transfer of Warrants.

5.6.    Warrant
Execution and Countersignature.    The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to 

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be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent,
will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.

6.    Redemption.


6.1.    Redemption.    Not less than all of the
outstanding Warrants may be redeemed, at the option and sole discretion
of the Company, at any time after they become exercisable and prior to
their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $.01 per Warrant
("Redemption Price"), provided that the last
sales price of the Common Stock has been at least $8.50 per share, on
each of twenty (20) trading days within a thirty (30) trading day
period ending on the third business day prior to the date on which
notice of redemption is given.

6.2.    Date Fixed for, and
Notice of, Redemption.    In the event the Company shall elect to
redeem all of the Warrants, the Company shall fix a date for the
redemption. Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the date
fixed for redemption to the registered holders of the Warrants to be
redeemed at their last addresses as they shall appear on the
registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not
the registered holder received such notice.

6.3.    Exercise After Notice of Redemption.    The
Warrants may be exercised in accordance with Section 3 of this
Agreement at any time after notice of redemption shall have been given
by the Company pursuant to Section 6.2 hereof and prior to the time and
date fixed for redemption. On and after the redemption date, the record
holder of the Warrants shall have no further rights except to receive,
upon surrender of the Warrants, the Redemption Price.

7.    Other Provisions Relating to Rights of Holders of
Warrants.


7.1.    No Rights as Stockholder.    A
Warrant does not entitle the registered holder thereof to any of the
rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election
of directors of the Company or any other matter.

7.2.    Lost, Stolen, Mutilated, or Destroyed
Warrants.    If any Warrant is lost, stolen, mutilated, or
destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which
shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as
the Warrant so lost, stolen, mutilated, or destroyed. Any such new
Warrant shall constitute a substitute contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated, or
destroyed Warrant shall be at any time enforceable by anyone.

7.3.    Reservation of Common Stock.    The Company shall
at all times reserve and keep available a number of its authorized but
unissued shares of Common Stock that will be sufficient to permit the
exercise in full of all outstanding Warrants issued pursuant to this
Agreement.

7.4.    Registration of Common
Stock.    The Company agrees that prior to the commencement of
the Exercise Period, it shall file with the Securities and Exchange
Commission a post-effective amendment to the Registration Statement, or
a new registration statement, for the registration, under the Act, of,
and it shall take such action as is necessary to qualify for sale, in
those states in which the Warrants were initially offered by the
Company, the Common Stock issuable upon exercise of the Warrants. In
either case, the Company will use its best efforts to cause the same to
become effective and to maintain the effectiveness of such registration
statement until the expiration of the Warrants in accordance with the
provisions of this Agreement.

8.    Concerning the
Warrant Agent and Other Matters.


8.1.    Payment of
Taxes.    The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery 

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of shares of Common Stock upon the exercise of
Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.

8.2.    Resignation, Consolidation, or Merger of Warrant
Agent.


8.2.1.    Appointment of Successor
Warrant Agent.    The Warrant Agent, or any successor to it
hereafter appointed, may resign its duties and be discharged from all
further duties and liabilities hereunder after giving sixty (60)
days' notice in writing to the Company. If the office of the
Warrant Agent becomes vacant by resignation or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make
such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by
the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant
may apply to the Supreme Court of the State of New York for the County
of New York for the appointment of a successor Warrant Agent at the
Company's cost. Any successor Warrant Agent, whether appointed by
the Company or by such court, shall be a corporation organized and
existing under the laws of the State of New York, in good standing and
having its principal office in the Borough of Manhattan, City and State
of New York, and authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if
originally named as Warrant Agent hereunder, without any further act or
deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent
hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments
in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights,
immunities, duties, and obligations.

8.2.2.    Notice of Successor Warrant
Agent.    In the event a successor Warrant Agent shall be
appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.

8.2.3.    Merger or Consolidation of Warrant
Agent.    Any corporation into which the Warrant Agent may be
merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent
shall be a party shall be the successor Warrant Agent under this
Agreement without any further act.

8.3.    Fees and
Expenses of Warrant Agent.


8.3.1.    Remuneration.    The Company agrees to
pay the Warrant Agent reasonable remuneration for its services as such
Warrant Agent hereunder and will reimburse the Warrant Agent upon
demand for all expenditures that the Warrant Agent may reasonably incur
in the execution of its duties hereunder.

8.3.2.    Further Assurances.    The Company
agrees to perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all such further and
other acts, instruments, and assurances as may reasonably be required
by the Warrant Agent for the carrying out or performing of the
provisions of this Agreement.

8.4.    Liability of Warrant
Agent.


8.4.1.    Reliance on Company
Statement.    Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer, President, Chief
Financial Officer, any Vice President or Chairman of the Board of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon such statement for any action taken or suffered in good faith by
it pursuant to the provisions of this Agreement.

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8.4.2.    Indemnity.    The
Warrant Agent shall be liable hereunder only for its own negligence,
willful misconduct or bad faith. The Company agrees to indemnify the
Warrant Agent and save it harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful
misconduct, or bad faith.

8.4.3.    Exclusions.    The Warrant Agent shall
have no responsibility with respect to the validity of this Agreement
or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach
by the Company of any covenant or condition contained in this Agreement
or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of
any shares of Common Stock to be issued pursuant to this Agreement or
any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.

8.5.    Acceptance of Agency.    The Warrant Agent hereby
accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other
things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all
moneys received by the Warrant Agent for the purchase of shares of the
Company's Common Stock through the exercise of Warrants.

8.6.    The Warrant Agent hereby waives any and all right, title,
interest or claim of any kind ("Claim") in or
to any distribution of the Trust Account (as defined in that certain
Investment Management Trust Agreement, dated as of the date hereof, by
and between the Company and the Trustee), and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against
the Trust Fund for any reason whatsoever.

9.    Miscellaneous Provisions.


9.1.    Successors.    All the covenants and provisions
of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective
successors and assigns.

9.2.    Notices.    Any
notice, statement or demand authorized by this Warrant Agreement to be
given or made by the Warrant Agent or by the holder of any Warrant to
or on the Company shall be sufficiently given when so delivered if by
hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent), as follows:

Bank
Street Telecom Funding Corp.
 One Landmark Square, 18th Floor

Stamford, Connecticut 06901
 Attention: Chief Financial Officer

Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to
or on the Warrant Agent shall be sufficiently given when so delivered
if by hand or overnight delivery or if sent by certified mail or
private courier service within five days after deposit of such notice,
postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company
 17
Battery Place, New York, NY 10004
 Attention: Compliance
Department

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with a copy in each case to:

[Counsel for the Warrant Agent]

and

Fried, Frank, Harris, Shriver & Jacobson LLP New
York
 One New York Plaza
 New York, NY 10004
 Attention:
Stuart H. Gelfond

9.3.    Applicable law.    The
validity, interpretation, and performance of this Agreement and of the
Warrants shall be governed in all respects by the laws of the State of
New York, without giving effect to conflict of laws. The Company hereby
agrees that any action, proceeding or claim against it arising out of
or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenience forum. Any such process or
summons to be served upon the Company may be served by transmitting a
copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon the Company in any action, proceeding or
claim.

9.4.    Persons Having Rights under this
Agreement.    Nothing in this Agreement expressed and nothing
that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the registered holders of
the Warrants and, for the purposes of Sections 3.3.5, 6.1, 7.4 and 9.2
hereof, CRT, any right, remedy, or claim under or by reason of this
Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. CRT shall be deemed to be a third-party
beneficiary of this Agreement with respect to Sections 3.3.5, 6.1, 7.4
and 9.2 hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole
and exclusive benefit of the parties hereto (and CRT with respect to
the Sections 3.3.5, 6.1, 7.4 and 9.2 hereof) and their successors and
assigns and of the registered holders of the Warrants.

9.5.    Examination of the Warrant Agreement.    A copy
of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the Borough of Manhattan, City and State
of New York, for inspection by the registered holder of any Warrant.
The Warrant Agent may require any such holder to submit his Warrant for
inspection by it.

9.6.    Counterparts.    This
Agreement may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the
same instrument.

9.7.    Effect of Headings.    The
Section headings herein are for convenience only and are not part of
this Warrant Agreement and shall not affect the interpretation
thereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Agreement has
been duly executed by the parties hereto as of the day and year first
above
written.





							
	Attest:		BANK STREET TELECOM FUNDING CORP.
	 		By:                                                                                     

Name:

Title:
	Attest:		CONTINENTAL STOCK TRANSFER & TRUST
COMPANY
	 		By:                                                                                     



Name:

Title:
	






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