Exhibit
4.1

NUMBER
        U-  UNITS





											
	SEE

REVERSE
 FOR
 CERTAIN
 DEFINITIONS		BANK STREET
TELECOM FUNDING
CORP.		 
	 		 		CUSIP
	






UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS TO

PURCHASE ONE SHARE OF COMMON STOCK


	THIS
CERTIFIES THAT	 is the owner of Units.




Each Unit
("Unit") consists of one (1) share of common
stock, par value $.0001 per share ("Common
Stock"), of Bank Street Telecom Funding Corp., a Delaware
corporation (the "Company"), and two (2)
warrants (the "Warrant"). Each Warrant
entitles the holder thereof to purchase from the Company one (1) fully
paid and non-assessable share of Common Stock for $5.00 per share
(subject to adjustment). Each Warrant will become exercisable 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") or
                                , 2006, and
will expire at 5:00 p.m., New York City Time,
                                , 2009, or upon
earlier redemption. The Common Stock and Warrants comprising the Units
represented by this certificate are not transferable separately prior
to the earlier to occur of the expiration of CRT Capital Group
LLC's option to purchase up to 2,250,000 additional units to
cover over-allotments or 20 days after the exercise in full or in part
by CRT Capital Group LLC of such option, unless the underwriter
notifies the Company that it will not exercise its over-allotment
option in which case the underwriter may permit separate trading of the
common stock and warrants as soon practicable following such notice.
The terms of the Warrants are governed by a Warrant Agreement, dated as
of                                 , 2005
between the Company and Continental Stock Transfer & Trust Company,
as Warrant Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this
certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the office of the Warrant Agent at 17 Battery
Place, New York, New York 10004, and are available to any Warrant
holder on written request and without cost. This certificate is not
valid unless countersigned by the Transfer Agent and Registrar of the
Company.

Witness the facsimile seal of the Company and the
facsimile signature of its duly authorized
officers.





											
	By		Bank Street Telecom
Funding Corp.
 CORPORATE

SEAL		 	 	 
	By: __________________		2005
Delaware		By: __________________
	













Bank Street Telecom Funding Corp.

The Company will furnish without charge to each stockholder who so
requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class
of stock or series thereof of the Company and the qualifications,
limitations, or restrictions of such preferences and/or rights.

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
	TEN ENT –		as
tenants by the entireties		(Cust)    
(Minor)
	JT TEN –		as joint tenants
with right of survivorship and not as		under Uniform Gifts to
Minors Act
	 		tenants in common		(State)        
	






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)

                                                                                                                           &n
sp;                                    
Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint                         
                                                                            
Attorney to transfer the said Units on the books of the within named
Company with full power of substitution in the premises.

Dated __________________________


		____________________________________________




			
		Notice: 	The
signature to this assignment must correspond with the name as written
upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.


Signature(s) Guaranteed:

__________________________________________________
THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17AD-15).