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EXHIBIT
10.1

[FORM OF LETTER AGREEMENT TO BE ENTERED INTO
BY AND BETWEEN THE REGISTRANT AND EACH EXISTING NON-MANAGEMENT
STOCKHOLDER]


		, 2006




Bank Street Telecom Funding Corp.
 One Landmark
Square, 18th Fl.
 Stamford, CT 06901

Re: Bank Street Telecom
Funding Corp. Initial Public Offering – Letter Agreement

Dear Ladies and Gentlemen:

This letter is being
delivered to you in accordance with the Underwriting Agreement (the
‘‘Underwriting Agreement’’) entered
into by and between Bank Street Telecom Funding Corp., a Delaware
corporation (the ‘‘Company’’), and
Citigroup Global Markets Inc., as Underwriter (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 (the
‘‘WARRANT’’). The capitalized terms set forth
on Schedule 1 attached hereto are hereby incorporated by reference
herein.

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


1.    If the Company solicits approval of its
stockholders of a Business Combination, the Stockholder shall vote all
Insider Shares and IPO Shares owned by it in accordance with the
majority of the votes with respect to Public Shares by the holders
thereof.


2.    If a Transaction Failure occurs,
the Stockholder shall take all reasonable actions to cause the Company
to dissolve and liquidate, and vote all Insider Shares and IPO Shares,
if any, owned by such person in favor of the Company's
dissolution and liquidation. The Stockholder hereby waives any and all
right, title, interest or claim of any kind
(‘‘Claim’’) in or to any distribution
of the Trust Fund with respect to its Insider Shares, but only such
Insider Shares and not with respect to any IPO Shares acquired by the
Stockholder, and hereby waives any Claim the Stockholder may have in
the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse for any Claim
against the Trust Fund for any reason whatsoever. The Stockholder
hereby agrees that the Company shall be entitled to a reimbursement
from the Stockholder for any distribution of the Trust Fund received by
the Stockholder in respect to its Insider Shares.

The
Stockholder acknowledges and understands that the Underwriter and the
Company will rely upon the agreements set forth herein in proceeding
with the IPO.

This letter agreement shall be binding on the
Stockholder and its successors, heirs, personal representatives and
assigns. This letter agreement shall terminate on the earlier of (i)
the Business Combination Date and (ii) the Termination Date.

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.

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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.

[The Remainder of this Page is
Intentionally Left Blank]

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STOCKHOLDER


		By:                                                                     


        Name:




Accepted and agreed:

Bank Street Telecom Funding Corp.

By:                                                                     


        Name:
         Title:

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SCHEDULE 1

SUPPLEMENTAL COMMON DEFINITIONS

Unless the context shall otherwise require, the following
terms shall have the following respective meanings for all purposes,
and the following definitions are equally applicable to both the
singular and the plural forms and the feminine, masculine and neuter
forms of the terms defined.

‘‘Business
Combination’’ shall mean the acquisition by the
Company, whether through merger, capital stock exchange, asset
acquisition, stock purchase or other business combination transaction,
of one or more operating businesses in the communications industry that
is its initial business combination and which meets the size, timing
and other criteria outlined in the Company's registration
statement on Form S-1 initially filed with the Securities and Exchange
Commission on August 5, 2005 (File No.  333-127238), as
amended.

‘‘Business Combination
Date’’ shall mean the date upon which a Business
Combination is consummated, as conclusively established by a majority
of the Independent Directors of the Company immediately following a
Business Combination.

‘‘Effective
Date’’ shall mean the date upon which the Registration
Statement is declared effective under the Securities Act of 1933, as
amended, by the SEC.

‘‘Insiders’’
shall mean all of the officers, directors and stockholders of the
Company immediately prior to the Company's IPO.

‘‘Insider Shares’’ shall mean all
shares of Common Stock of the Company owned by an Insider immediately
prior to the Company's IPO. For the avoidance of doubt, Insider
Shares shall not include any IPO Shares purchased by Insiders in
connection with or subsequent to the Company's IPO.

‘‘IPO Shares’’ shall mean all shares
of Common Stock issued by the Company in its IPO, regardless of whether
such shares were issued to or are held by an Insider.

‘‘Prospectus’’ shall mean the final
prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended, and included in the Registration Statement.

‘‘Public Shares’’ shall mean all IPO
Shares excluding IPO Shares that are held by Insiders.

‘‘Registration Statement’’ shall mean
the registration statement filed by the Company on Form S-1 (No.
333-127238) with the SEC on August 5, 2005, and any amendment or
supplement thereto, in connection with the Company's IPO.

‘‘SEC’’ shall mean the United States
Securities and Exchange Commission.

‘‘Termination
Date’’ shall mean the date that is sixty (60) calendar
days immediately following the Transaction Failure Date (inclusive
thereof).

‘‘Transaction Failure’’
shall mean the earlier of (i) the failure to enter into a letter of
intent, definitive agreement or agreement in principle with respect to
a Business Combination on any day during the twelve-month period
immediately following the Effective Date, and (ii) the failure to
consummate a Business Combination on any day during the eighteen-month
period immediately following the Effective Date.

‘‘Transaction Failure Date’’ shall
mean the date upon which a Transaction Failure occurs, as conclusively
established by a majority of the Independent Directors of the Company
immediately following a Transaction Failure.

‘‘Trust Fund’’ shall mean that
certain trust account established with Continental Stock Transfer &
Trust Company and in which the Company deposited the
‘‘funds to be held in trust’’, as described in
the Prospectus.

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