Exhibit
4.2

CUSIP
                      


	NUMBER	SHARES




BANK
STREET TELECOM FUNDING CORP.
Incorporated Under The Laws Of The
State Of Delaware

Common Stock
$0.0001 Par
Value

This Certifies that
                                                    
is the owner of
                                            
fully paid and non-assessable Shares of the above Corporation
transferable only on the books of the Corporation by the holder hereof
in person or by duly authorized Attorney upon surrender of this
certificate properly endorsed.

In Witness Whereof,
the said Corporation has caused this Certificate to be signed by its
duly authorized officers and to be sealed with the Seal of the
Corporation.





																			
	Dated:____________________		 	 	 		Bank
Street Telecom Funding
Corp.		 	 	 		 	 	 
	  		 	 	 		CORPORATE		 	 	 		 	 	 
	  		 	 	 		SEAL		 	 	 		 	 	 
	  		 	 	 		2005		 	 	 		 	 	 
	By:
______________________		 	 	 		 DELAWARE		 	 	 		 	By:
_____________________	 
	













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 regulation. Additional Abbreviations may also be
used though not in the list.





															
	TEN COM		– as tenants
in common		UNIF GIFT MIN ACT –
________Custodian____(Minor)		 
	TEN
ENT		– as tenants by the entireties		under Uniform
Gifts to Minors Act
_____________(State)		 
	JT
TEN		– as joint tenants with right of
 survivorship
and not as tenants
 in
common		  		 
	






The Corporation
will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the
Corporation and the qualifications, limitations, or restrictions of
such preferences and/or rights. This certificate and the shares
represented thereby are issued and shall be held subject to all the
provisions of the Certificate of Incorporation and all amendments
thereto and resolutions of the Board of Directors providing for the
issue of shares of Preferred Stock (copies of which may be obtained
from the secretary of the Corporation), to all of which the holder of
this certificate by acceptance hereof assents.

For
value received, the undersigned hereby sell, assign and transfer
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

Shares

represented by the
within Certificate, and hereby irrevocably constitutes and appoints

Attorney

to
transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.





															
	Dated
                                            		 		 		 
	                            In
the presence
of		 		 		 
	______________________________________ 		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).

The holder of this certificate shall be
entitled to receive funds from the trust fund only in the event that
the holder seeks to convert his respective shares into cash upon a
business combination which he voted against and which is actually
completed by the Company.   In no other circumstances shall the
holder have any right or interest of any kind in or to the trust
fund.