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Exhibit
10.4

                                            ,
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 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 hereby agrees with the Underwriter as follows:

The
undersigned represents and warrants that (i) the biographical
information furnished to the Company and the Underwriter and included
in the Registration Statement (as defined in the Underwriting
Agreement) 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, and (ii) the questionnaires
furnished by the undersigned to the Company and the Underwriter are
true and accurate in all respects. 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
practices 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 the undersigned's respective 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.








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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.


		Very truly yours,





		By:                                                                          


        Name:




Accepted and agreed as of the
date hereof:

CITIGROUP GLOBAL MARKETS INC.


                                                                    

By:

Name:
 Title: