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Exhibit
10.3

                                            ,
2006

Citigroup Global Markets Inc.
388 Greenwich
Street
New York, New York 10013

Re: Bank Street Telecom
Funding Corp. Initial Public Offering

Ladies and
Gentlemen:

This letter is being delivered to you in accordance
with the Underwriting Agreement (the ‘‘Underwriting
Agreement’’) between Bank Street Telecom Funding Corp., a
Delaware corporation (the ‘‘Company’’), and
Citigroup Global Markets Inc. (the
‘‘Underwriter’’) relating to an underwritten
initial public offering (the ‘‘IPO’’) of the
Company's units (the ‘‘Units’’), each
comprised of one share of the Company's common stock, par value
$0.0001 per share (the ‘‘Common Stock’’), and
one warrant, each of which is exercisable for one share of Common Stock
(each, a ‘‘Warrant’’).

In order to
induce the Company and the Underwriter to enter into the Underwriting
Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon BSTFC Management LLC as a
stockholder of the company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, BSTFC Management LLC hereby agrees with the Underwriter
as follows:

BSTFC Management LLC represents and warrants that
(i) the information furnished to the Company and the Underwriter is
true and accurate in all respects (other than de minimis errors or
omissions) and contains all of the information required to be disclosed
pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act of 1933, as amended, and (ii) the questionnaires
furnished by BSTFC Management LLC to the Company and the Underwriter
are true and accurate in all respects. BSTFC Management LLC further
represents and warrants that:

(a) BSTFC Management LLC is not,
and its control persons are not, subject to or a respondent in any
legal action for any injunction, cease-and-desist order or order or
stipulation to desist or refrain from any act or practices relating to
the offering of securities in any jurisdiction;

(b) BSTFC
Management LLC has never, and its control persons have never, been
convicted of or pleaded guilty to any crime (i) involving any fraud,
(ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities
and is not currently a defendant in any such criminal proceeding;
and

(c) BSTFC Management LLC has never, and its control persons
have never, been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities
or commodities license or registration denied, suspended or
revoked.

BSTFC Management LLC acknowledges and understands that
the Underwriter and the Company will rely upon the agreements,
representations and warranties set forth herein in proceeding with the
IPO.

This letter agreement shall be binding on BSTFC Management
LLC and its successors, heirs, personal representatives and
assigns.

This letter agreement shall be governed by and
interpreted and construed in accordance with the laws of the State of
New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflicts of law
provisions thereof to the extent such principles or rules would require
or permit the application of the laws of another jurisdiction.

No term or provision of this letter agreement may be amended,
changed, waived, altered or modified except by written instrument
executed and delivered by the party against whom such amendment,
change, waiver, alteration or modification is to be enforced.








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		BSTFC Management LLC





		By:                                                                         


        Name:
         Title: Member




Accepted and agreed as of the date hereof:

CITIGROUP GLOBAL MARKETS INC.

________________________________
 By:
 Name:

Title: