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Exhibit
10.2

[FORM
OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT
AND EACH OF THE OFFICERS, DIRECTORS AND SPECIAL
ADVISORS]

                                                        ,
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, officer, director or special advisor of
the Company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with the Company and the Underwriter as follows:


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


2.    If a Transaction Failure occurs,
the undersigned 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 undersigned 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 such person's Insider Shares,
but only such Insider Shares and not with respect to any IPO Shares
acquired by the undersigned, and hereby waives any Claim the
undersigned 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
undersigned hereby agrees that the Company shall be entitled to a
reimbursement from the undersigned for any distribution of the Trust
Fund received by the undersigned in respect to such person's
Insider Shares.


3.    [The undersigned
agrees that if the Company is unable to complete a business combination
and is forced to liquidate, the undersigned shall be personally liable
to ensure that the proceeds in the Trust Fund are not reduced by the
claims of any third party, in each case to the extent any claims made
against the Company and the payment of such debts or obligations
actually reduces the amount in the Trust
Fund.]*


4.    [The undersigned agrees that
commencing on the Effective Date and extending until the earlier to
occur of the closing of a Business Combination by the Company or a
liquidation of the Company, the undersigned shall not become affiliated
as an officer, director or stockholder of a blank check or blind pool
company (other than the Company) operating in or intending to acquire a
business in the communications industry except for any such
affiliations existing as of the Effective Date and specifically
identified in the Registration Statement under the heading
‘‘Management—Directors, Executive Officers and
Special
Advisors.’’]*

	


		
	*	[To
be inserted in the letters to be executed by Richard S. Lukaj, James H.
Henry, Peter A. Rust, James Peet, and Kyong K. Lee.]


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5.    The undersigned shall
not, and shall cause any member of such person's Immediate Family
or any affiliate of such person not to, accept any compensation for
services rendered to the Company prior to the Business Combination
Date; provided, that the undersigned shall be entitled to receive
reimbursement from the Company for such person's out-of-pocket
expenses incurred in connection with seeking and consummating a
Business Combination as contemplated in the Prospectus.


6.    The undersigned shall not, and shall cause any
member of such person's Immediate Family or any affiliate of such
person not to, accept a finder's fee or any other compensation in
the event the undersigned, any member of such person's Immediate
Family or any affiliate of such person originates a Business
Combination other than as contemplated herein or in the Prospectus.


7.    The undersigned represents and warrants that
(i) the biographical information furnished to the Company and the
Representative and included in Registration Statement is true and
accurate in all respects (other than de minimis errors or omissions),
does not omit any material information with respect to the
undersigned's background during the previous five years 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, (ii) the questionnaires furnished by the undersigned
to the Company and the Representative are true and accurate in all
respects (other than de minimis errors or omissions), and (iii) the
undersigned may, without violating any agreement by which the
undersigned is bound, enter into this letter agreement and to serve as
[                                ]
[and] [a member of the Board of Directors] [a
Special Advisor] of the Company. The undersigned further
represents and warrants that:

(a) The
undersigned is 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 practice relating to the offering of
securities in any jurisdiction;

(b) The
undersigned has 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) The undersigned has
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.

The
undersigned 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 the undersigned and such person's
respective 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.

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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		Sincerely,





		By:                                                                                 


        Name:




Accepted and agreed:

Bank Street Telecom Funding Corp.

By:                                                                 


        Name:

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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.

‘‘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.

‘‘Immediate
Family’’ shall mean, with respect to any person, such
person's spouse, lineal descendents, father, mother, brothers or
sisters (including any such relatives by adoption or marriage).

‘‘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.

‘‘Pubic Shares’’ shall mean all IPO
Shares excluding any IPO shares that are held by Insiders.

‘‘Registration Statement’’ shall mean
the registration statement filed bu 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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