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Exhibit
10.7

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this
‘‘Agreement’’) is entered into as of the
             day of                             ,
2006, by and among Bank Street Telecom Funding Corp., a Delaware
corporation (the ‘‘COMPANY’’) and each of the
undersigned parties listed under Initial Stockholders on the signature
page hereto (each, an ‘‘INITIAL STOCKHOLDER’’
and collectively, the ‘‘INITIAL
STOCKHOLDERS’’).

WHEREAS, the Initial
Stockholders, collectively, hold all of the issued and outstanding
securities of the Company as of the date hereof;

WHEREAS, the Initial Stockholders and the Company
desire to enter into this Agreement to provide the Initial Stockholders
with certain rights relating to the registration of shares of Common
Stock and Founding Warrants (each as defined below) held by them;

NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.    DEFINITIONS.    The following
capitalized terms used herein have the following meanings:

‘‘AGREEMENT’’ means this
Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.

‘‘BUSINESS
COMBINATION’’ means the acquisition by the Company,
whether by merger, capital stock exchange, asset acquisition, stock
purchase or other business combination transaction, of one or more
operating businesses in the communications industry, having,
collectively, a fair market value (as calculated in accordance with the
Company's Amended and Restated Certificate of Incorporation)
equal to at least 80% of the balance (subject to certain
exclusions) of the Company's trust account at JPMorgan Chase
Bank, NA, maintained by Continental Stock Transfer & Trust Company
acting as trustee at the time of such acquisition.

‘‘BSM’’ means BSTFC Management LLC.

‘‘BSM Demand Registration’’ is defined in
Section 2.1.2.

‘‘BSM Securities’’ means
any Registrable Securities owned or held by BSM.

‘‘BUSINESS DAY’’ means any
day, except a Saturday, Sunday or legal holiday on which the banking
institutions in the City of New York are authorized or obligated by law
or executive order to close.

‘‘COMMISSION’’ means the
Securities and Exchange Commission, or such successor federal agency or
agencies as may be established in lieu thereof.

‘‘COMMON STOCK’’ means the
common stock, par value $0.0001 per share, of the Company.

‘‘COMPANY’’ is defined in the
preamble to this Agreement.

‘‘DEMAND
REGISTRATION’’ is defined in Section 2.1.1.

‘‘DEMANDING HOLDER’’ is
defined in Section 2.1.1.

‘‘EXCHANGE
ACT’’ means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.

‘‘FOUNDING WARRANTS’’ means
(i) the certain warrants, each of which entitles the holder thereof to
purchase one share of the Company's Common Stock, to be sold to
the Initial Stockholders pursuant to that certain Founding Warrant
Purchase Agreement, dated as of the date hereof, between the Company
and the Initial Stockholders, (ii) any shares of Common Stock purchased
upon the exercise of such warrants and (iii) any warrants, shares of
capital stock or other securities of the Company issued as a dividend
or other distribution with respect to or in exchange for or in
replacement of such shares of Common Stock.








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‘‘FORM
S-3’’ is defined in Section 2.3.

‘‘INDEMNIFIED PARTY’’ is
defined in Section 4.3.

‘‘INDEMNIFYING
PARTY’’ is defined in Section 4.3.

‘‘INITIAL STOCKHOLDER’’ is
defined in the preamble to this Agreement.

‘‘INITIAL STOCKHOLDER INDEMNIFIED
PARTY’’ is defined in Section 4.1.

‘‘INITIAL STOCKHOLDER SHARES’’ means all of
the Common Stock now owned or held or acquired after the date hereof by
the Initial Stockholders as of the date hereof and any warrants, shares
of capital stock or other securities of the Company issued as a
dividend or other distribution with respect to or in exchange for or in
replacement of such shares of Common
Stock.

‘‘MAXIMUM NUMBER OF
SHARES’’ is defined in Section 2.1.5.

‘‘NOTICES’’ is defined in
Section 6.2.

‘‘PIGGY-BACK
REGISTRATION’’ is defined in Section 2.2.1.

‘‘PROSPECTUS’’ means a
prospectus relating to a Registration Statement, as amended or
supplemented, and all materials incorporated by reference in such
Prospectus.

‘‘REGISTER,’’
‘‘REGISTERED’’ and
‘‘REGISTRATION’’ mean a
registration effected by preparing and filing a registration statement
or similar document under the Securities Act and such registration
statement becoming effective.

‘‘REGISTRABLE
SECURITIES’’ means the Initial Stockholder Shares
and the Founding Warrants; provided, however, that the
Initial Stockholder Shares and the Founding Warrants shall only be
deemed ‘‘Registrable Securities’’ after their
respective Release Dates. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (a) a
Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such
securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent public distribution of them shall not
require registration under the Securities Act; (c)  such
securities shall have ceased to be outstanding; or (d) the Securities
and Exchange Commission makes a definitive determination to the Company
that the Registrable Securities are saleable under Rule 144(k). For the
purpose of this Agreement, a
‘‘majority-in-interest’’ of Registrable
Securities will be calculated assuming any warrants (or other
securities or obligations exercisable or exchangeable for or
convertible into Common Stock) held by the applicable group of holders
were exercised (or exchanged or converted) for one or more shares, as
the case may be, of Common Stock, in accordance with the terms of such
warrants (or such other securities or obligations).

‘‘REGISTRATION STATEMENT’’
means a registration statement filed by the Company with the Commission
in compliance with the Securities Act and the rules and regulations
promulgated thereunder for a public offering and sale of Common Stock
(other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another
entity or to register shares issued in connection with an acquisition
or a bona fide business transaction).

‘‘RELEASE DATES’’ means (i)
with respect to the Founding Warrants, the date of consummation of the
Company's initial Business Combination, and (ii) with respect to
the Initial Stockholder Shares, one year from the date of consummation
of the Company's initial Business Combination.

‘‘SECURITIES ACT’’ means the
Securities Act of 1933, as amended, and the rules and regulations of
the Commission promulgated thereunder.

‘‘UNDERWRITER’’ means a
securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer's
market-making activities.

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2.    REGISTRATION
RIGHTS.

2.1.    Demand
Registration.

2.1.1.    General Request for
Registration.    At any time and from time to time on or after
the first Release Date, the holders of a majority-in-interest of the
Registrable Securities (including any BSM Securities) held by the
Initial Stockholders or their transferees may make a written demand for
registration under the Securities Act of all or part of their
Registrable Securities (a ‘‘DEMAND
REGISTRATION’’). Any demand for a Demand Registration shall
specify the number of Registrable Securities proposed to be sold and
the intended method(s) of distribution thereof. The Company will notify
all holders of Registrable Securities of any demand pursuant to this
Section 2.1.1, or pursuant to Section 2.1.2 below, as the case may be,
within ten (10) Business Days, and each holder of Registrable
Securities who wishes to include all or a portion of such
holder's Registrable Securities in such Demand Registration (each
such holder including shares of Registrable Securities in such Demand
Registration, a ‘‘DEMANDING
HOLDER’’) shall so notify the Company within ten
(10) Business Days after the receipt by the holder of the notice from
the Company. Upon any such request, the Demanding Holders shall be
entitled to have their Registrable Securities included in the Demand
Registration subject to Section 2.1.5 and the provisions set forth in
Section 3.1.1. The Company shall not be obligated to effect more than
an aggregate of three (3) Demand Registrations under this Section 2.1.1
in respect of Registrable Securities; provided, however, that
the number of Demand Registrations permitted hereby shall be reduced by
the number of BSM Demand Registrations effected by the Company pursuant
to Section 2.1.2 below.

2.1.2.    BSM Request for
Registration.    At any time and from time to time on or after
the first Release Date, BSM may make a written demand for registration
under the Securities Act of all or part of the BSM Securities (a
‘‘BSM Demand Registration’’). Any demand for a
BSM Demand Registration shall specify the number of BSM Securities
proposed to be sold and the intended method(s) of distribution thereof.
The Company shall not be obligated to effect more than an aggregate of
three (3) BSM Demand Registrations under this Section 2.1.2;
provided, however, that the number of BSM Demand Registrations
permitted hereby shall be reduced by the number of Demand Registrations
effected by the Company pursuant to Section 2.1.1 above.

2.1.3.    Effective Registration.    A
registration will not count as a Demand Registration or a BSM Demand
Registration, as the case may be, until the Registration Statement
filed with the Commission with respect to such Demand Registration or
BSM Demand Registration, as the case may be, has been declared
effective and the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if,
after such Registration Statement has been declared effective, the
offering of Registrable Securities pursuant to a Demand Registration or
BSM Securities pursuant to a BSM Demand Registration is interfered with
by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect
to such Demand Registration or BSM Demand Registration will be deemed
not to have been declared effective, unless and until, (i) such stop
order or injunction is removed, rescinded or otherwise terminated, and
(ii) with respect to a Demand Registration, a majority-in-interest of
the Demanding Holders thereafter elect to continue the offering, or
with respect to a BSM Demand Registration, BSM thereafter elects to
continue the offering; provided, further, that the Company shall not be
obligated to file a second Registration Statement until any such
Registration Statement that has been filed is counted as a Demand
Registration or a BSM Demand Registration, as the case may be, or is
terminated.

2.1.4.    Underwritten
Offering.    If a majority-in- interest of the Demanding Holders
so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, or if BSM elects and advises
the Company as part of its written demand for a BSM Demand
Registration, the offering of such Registrable Securities pursuant to
such Demand Registration or a BSM Demand Registration shall be in the
form of an underwritten offering. In each such case, the right of any
holder to include such holder's Registrable Securities in such
registration shall be conditioned upon such holder's
participation in such underwriting on the terms required by the
Underwriter or the Company, including, without limitation, execution of
custody agreements, 

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powers of attorney and lock-ups and agreement
to execute the underwriting agreement, and the inclusion of such
holder's Registrable Securities in the underwriting to the extent
provided herein. All Demanding Holders who propose to distribute their
Registrable Securities through such an underwriting shall enter into an
underwriting agreement in customary form with the Underwriter or
Underwriters selected for such underwriting by a majority-in-interest
of the holders initiating the Demand Registration and shall be
responsible for satisfying any closing conditions relevant to such
holder. If BSM proposes to distribute Registrable Securities through an
underwriting, BSM shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected by BSM,
provided that such Underwriter or Underwriters is acceptable to the
Company.

2.1.5.    Reduction of
Offering.    If the managing Underwriter or Underwriters for a
Demand Registration or BSM Demand Registration that is to be an
underwritten offering advises the Company and the Demanding Holders or
BSM in writing that the dollar amount or number of Registrable
Securities that the Demanding Holders or BSM desire to sell, taken
together with all other shares of Common Stock or other securities that
the Company desires to sell and the shares of Common Stock or Founding
Warrants, if any, as to which registration has been requested pursuant
to written contractual piggy-back registration rights held by other
holders of the Company's securities who desire to sell
securities, exceeds the maximum dollar amount or maximum number of
securities that can be sold in such offering without adversely
affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum
dollar amount or maximum number of securities, as applicable, the
‘‘MAXIMUM NUMBER OF SHARES’’), then the Company
shall include in such registration:

			
		(i) 	first, in
the case of a Demand Registration, the Registrable Securities as to
which the Demand Registration has been requested that can be sold
without exceeding the Maximum Number of Shares (all pro rata in
accordance with the number of Registrable Securities beneficially held
by any holder participating in the Offering) and in the case of a BSM
Demand Registration, the BSM securities requested to be included in
such registration that can be sold without exceeding the Maximum Number
of Shares;


			
		(ii) 	second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing
clause (i),


			
		(A) 	in the case of a Demand
Registration, the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; and


			
		(B) 	in the case of a BSM
Demand Registration, the Registrable Securities as to which
registration has been requested by the Initial Stockholders other than
BSM that can be sold without exceeding the Maximum Number of Shares
(pro rata in accordance with the number of shares or other securities
which each such person has actually requested to be included in such
registration); and to the extent that the Maximum Number of Shares has
not been reached under the foregoing of this clause (B), the shares of
Common Stock or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares;


			
		(iii) 	third, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (i) and (ii),
the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written
contractual arrangements with such persons and that can be sold without
exceeding the Maximum Number of Shares; and


			
		(iv) 	fourth, to the extent that the Maximum Number of
Shares have not been reached under the foregoing clauses (i), (ii) and
(iii), the shares of Common Stock or other securities that other
security holders desire to sell that can be sold without exceeding the
Maximum Number of Shares.


2.1.6.    Withdrawal.    In the case of a Demand
Registration, if any of the Demanding Holders disapprove of the terms
of any underwriting or are not entitled to include all of their


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Registrable Securities in any offering, such
majority-in-interest of the Demanding Holders may elect to withdraw
from such offering by giving written notice to the Company and the
Underwriter or Underwriters of their request to withdraw prior to the
effectiveness of the Registration Statement filed with the Commission
with respect to such Demand Registration. In the case of a BSM Demand
Registration, if BSM disapproves of the terms of any Underwriting or is
not entitled to include all of the BSM Securities in any offering, BSM
may elect to withdraw from such offering by giving written notice to
the Company and the Underwriter or Underwriters of their request to
withdraw prior to the effectiveness of the Registration Statement filed
with the Commission with respect to the BSM Demand Registration. In
such event, the Company need not seek effectiveness of such
Registration Statement. If the majority-in-interest of the Demanding
Holders in the case of a Demand Registration or BSM in the case of a
BSM Demand Registration withdraws from a proposed offering relating to
a Demand Registration then such registration shall not count as a
Demand Registration provided for in Sections 2.1.1 and 2.1.2.

2.2.    Piggy-Back Registration.

2.2.1.    Piggy-Back Rights.    If at any time on
or after the first Release Date the Company proposes to file by
Registration Statement with respect to a specific offering of equity
securities or securities or other obligations exercisable or
exchangeable for or convertible into equity securities, other than a
Registration Statement (i) in connection with a transaction
contemplated by Rule 145(a) promulgated under the Securities Act, (ii)
on Form S-8, (iii) for an exchange offer or offering of securities
solely to the Company's existing Stockholders, (iv) for an
offering of debt that is convertible into the equity securities of the
Company, (v) for a dividend reinvestment plan, or (vi) solely in
connection with a merger, consolidation or non-capital raising bona
fide business transaction, then the Company shall (a) give written
notice of such proposed filing to the holders of Registrable Securities
as soon as practicable but in no event less than fifteen (15) Business
Days before the printing of any red herring (or similar prospectus)
with respect thereto, which notice shall describe the amount and type
of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing Underwriter or
Underwriters, if any, of the offering, and (b) offer to the holders of
Registrable Securities in such notice the opportunity to register such
number of Registrable Securities as such holders may request in writing
within ten (10) Business Days following receipt of such notice (a
‘‘PIGGY-BACK REGISTRATION’’). The Company shall
cause such Registrable Securities to be included in such registration
and shall use commercially reasonable efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions
as any similar securities of the Company and to permit the sale or
other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable
Securities who propose to distribute securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter
into an underwriting agreement in customary form and agree to other
customary terms, including as to power of attorney, custody agreements
and lock up) with the Underwriter or Underwriters selected for such
Piggy-Back Registration.

2.2.2.    Reduction of
Offering.    If the managing Underwriter or Underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises
the Company and the holders of Registrable Securities that the dollar
amount or number of shares of Common Stock or other securities that the
Company desires to sell, taken together with shares of Common Stock or
other securities, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than
the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this
Section 2.2, and the shares of Common Stock or other securities, if
any, as to which registration has been requested pursuant to the
written contractual piggy-back registration rights of other
shareholders of the Company, exceeds the Maximum Number of Shares, then
the Company shall include in any such registration:

			
		(i) 	If the registration is undertaken for the
Company's account,


			
		(A) 	first, the shares of
Common Stock or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of
Shares;


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		(B) 	second, to the extent
that the Maximum Number of Shares has not been reached under the
foregoing clause (A), the shares of Common Stock or other securities
(including the Registrable Securities) as to which registration has
been requested pursuant to written contractual piggy-back registration
rights of security holders (including this Agreement) that can be sold
without exceeding the Maximum Number of Shares (pro rata in accordance
with the number of shares or other securities which each such person
has actually requested to be included in such registration);
and


			
		(C) 	third, to the extent that the Maximum
Number of Shares have not been reached under the foregoing clauses (A)
and (B), the shares of Common Stock or other securities that other
security holders desire to sell that can be sold without exceeding the
Maximum Number of Shares.


			
		(ii) 	If the registration
is a ‘‘demand’’ registration undertaken by
persons with demand rights pursuant to a written contractual
arrangement other than this Agreement,


			
		(A) 	first,
the shares of Common Stock or other securities for the account of the
demanding persons pursuant to such other written contractual
arrangement that can be sold without exceeding the Maximum Number of
Shares;


			
		(B) 	second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A),
the shares of Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of
Shares;


			
		(C) 	third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (A)
and (B), the shares of Common Stock or other securities (including the
Registrable Securities) as to which registration has been requested
pursuant to written contractual piggy-back registration rights of
security holders (including this Agreement) that can be sold without
exceeding the Maximum Number of Shares (pro rata in accordance with the
number of shares or other securities which each such person has
actually requested to be included in such registration);
and


			
		(D) 	fourth, to the extent that the Maximum
Number of Shares have not been reached under the foregoing clauses (A),
(B) and (C), the shares of Common Stock or other securities that other
security holders desire to sell that can be sold without exceeding the
Maximum Number of
Shares.


2.2.3.    Withdrawal.    Any holder of
Registrable Securities may elect to withdraw such holder's
request for inclusion of Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to
withdraw prior to the effectiveness of the Registration Statement;
provided, that no withdrawal shall be permitted after red herring
prospectuses (or similar prospectuses) are printed without the consent
of the Company, which consent shall not be unreasonably withheld. The
Company may also elect to withdraw a registration statement at any time
prior to the effectiveness of the Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses
incurred by the holders of Registrable Securities in connection with
such Piggy-Back Registration as provided in Section 3.3.

2.3.    Registrations on Form S-3    The holders
of Registrable Securities may at any time and from time to time after
the Release Date, request in writing that the Company register the
resale of any or all of such Registrable Securities on Form S-3 or any
similar short-form registration that may be available at such time
(‘‘FORM S-3’’); provided, however, that: (a)
Form S-3 is available for such offering, (b) the Company shall not be
obligated to effect such request through an underwritten offering and
(c) the Company shall not be obligated to effect such a request if the
Company has within the preceding twelve (12) month period effected a
registration on Form S-3, either pursuant to this Section 2.3 or
otherwise. Upon receipt of such written request, the Company will
promptly give written notice of the proposed registration to all other
holders of Registrable Securities and, as soon as practicable
thereafter, effect the registration of all or such portion of such
holder's or holders' Registrable Securities, as the case
may be, as are specified in such request, together with all or such


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portion of the Registrable Securities of any
other holder or holders joining in such request as are specified in a
written request given within five (5) Business Days after receipt of
such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration pursuant
to this Section 2.3: (i) if Form S-3 is not available for such
offering; or (ii) if the holders of the Registrable Securities,
together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at any aggregate price to
the public of less than $500,000. Registrations effected pursuant to
this Section 2.3 shall not be counted as Demand Registrations or BSM
Demand Registrations effected pursuant to Section 2.1.

3.    REGISTRATION PROCEDURES.

3.1.    Filings; Information.    Whenever the
Company is required to effect the registration of any Registrable
Securities pursuant to Section 2, the Company shall use commercially
reasonable efforts to effect the registration and sale of such
Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection
with any such request:

3.1.1.    Filing
Registration Statement.    The Company shall, within sixty (60)
days after receipt of a request for a Demand Registration pursuant to
Section 2.1, prepare and file with the Commission a Registration
Statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall be
available for the sale of all Registrable Securities to be registered
thereunder in accordance with the intended method(s) of distribution
thereof, and shall use commercially reasonable efforts to cause such
Registration Statement to become and remain effective for the period
required by Section 3.1.3; provided, however, that the Company shall
have the right to defer any Demand Registration for up to ninety (90)
days (or such longer period if the Company does not have available the
required financial statements (including those of acquired businesses)
to file and cause the Registration Statement to become effective), and
any Piggy-Back Registration for such period as may be applicable to
deferment of any demand registration to which such Piggy-Back
Registration relates, in each case if the Company shall furnish to the
holders a certificate signed by the Chief Executive Officer or Chief
Financial Officer of the Company stating that, in the good faith
judgment of the Board of Directors of the Company, it would be
detrimental to the Company and its shareholders for such Registration
Statement to be effected at such time; provided further, however, that
the Company shall not have the right to exercise the right set forth in
the immediately preceding proviso more than twice in any 365-day period
in respect of a Demand Registration hereunder.

3.1.2.    Copies.    The Company shall, prior to
filing a Registration Statement or Prospectus, or any amendment or
supplement thereto, furnish without charge to the holders of
Registrable Securities included in such registration, and such
holders' legal counsel, copies of such Registration Statement as
proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the Prospectus included
in such Registration Statement (including each preliminary Prospectus),
and such other documents as the holders of Registrable Securities
included in such registration or legal counsel for any such holders may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such holders.

3.1.3.    Amendments and Supplements.    The
Company shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements to such
Registration Statement and the Prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective and
in compliance with the provisions of the Securities Act until all
Registrable Securities, and all other securities covered by such
Registration Statement, have been disposed of in accordance with the
intended method(s) of distribution set forth in such Registration
Statement (which period shall not exceed the sum of one hundred eighty
(180) days plus any period during which any such disposition is
interfered with by any stop order or injunction of the Commission or
any governmental agency or court) or such securities have been
withdrawn.

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3.1.4.    Notification.    After
the filing of a Registration Statement, the Company shall promptly, and
in no event more than five (5) Business Days after such filing, notify
the holders of Registrable Securities included in such Registration
Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within three
(3) Business Days of the occurrence of any of the following: (i) when
such Registration Statement becomes effective; (ii) when any
post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the Commission
of any stop order (and the Company shall take all actions required to
prevent the entry of such stop order or to remove it if entered); and
(iv) any request by the Commission for any amendment or supplement to
such Registration Statement or any Prospectus relating thereto or for
additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such Prospectus so that, as
thereafter delivered to the purchasers of the securities covered by
such Registration Statement, such Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available upon request to the
holders of Registrable Securities included in such Registration
Statement any such supplement or amendment; except that before filing
with the Commission a Registration Statement or Prospectus or any
amendment or supplement thereto, including documents incorporated by
reference, the Company shall furnish to the holders of Registrable
Securities included in such Registration Statement and to the legal
counsel for any such holders who have requested such documents, copies
of all such documents proposed to be filed sufficiently in advance of
filing to provide such holders and legal counsel with a reasonable
opportunity to review such documents and comment thereon, and the
Company shall not file any Registration Statement or Prospectus or
amendment or supplement thereto, including documents incorporated by
reference, to which such holders or their legal counsel shall
reasonably object.

3.1.5.    State Securities Laws
Compliance.    The Company shall use commercially reasonable
efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or
‘‘blue sky’’ laws of such jurisdictions in the
United States as the holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to cause
such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other federal or state authorities
as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary
or advisable to enable the holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such
Registrable Securities in such jurisdictions; provided, however, that
in no event shall the Company be required to register the Registrable
Securities in a jurisdiction in which such registration would cause (i)
the Company to be obligated to qualify to do business in any such
jurisdiction, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction, (ii) the principal
stockholders of the Company to be obligated to escrow their shares of
capital stock of the Company (except to the extent such shares are
already subject to an escrow in such jurisdiction), or (iii) the
Company to incur significant costs with respect to the number of shares
to be sold.

3.1.6.    Agreements for
Disposition.    The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form)
and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for
the benefit of the holders of Registrable Securities included in such
registration statement. No holder of Registrable Securities included in
such registration statement shall be required to make any
representations or warranties in the underwriting agreement except as
reasonably requested by the Company or as required by the Underwriters.
Holders of Registrable Securities shall agree to such covenants and
indemnification and contribution obligations for selling stockholders
as are customarily contained in agreements of that type. Further, such
holders shall cooperate fully in the preparation of the registration
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any offering in which they include securities
pursuant to Section 2 hereof. Each holder shall also furnish to the
Company such information regarding itself, the Registrable Securities
held by such holder, and the intended method of disposition of such
securities as shall be reasonably required to effect the registration
of the Registrable Securities.

3.1.7.    Cooperation.    Management of the
Company shall cooperate in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the
preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and
participation in customary meetings with Underwriters, attorneys,
accountants and potential investors.

3.1.8.    Records.    The Company shall make
available for inspection by the holders of Registrable Securities
included in such Registration Statement, any Underwriter participating
in any disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any holder of
Registrable Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, as shall be necessary to
enable them to exercise their due diligence responsibility, and cause
the Company's officers, directors and employees to supply all
information reasonably requested by any of them in connection with such
Registration Statement.

3.1.9.    Opinions and
Comfort Letters.    The Company shall furnish to each holder of
Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to
the Company delivered to any Underwriter and (ii) any comfort letter
from the Company's independent public accountants delivered to
any Underwriter, in each case, to the extent such counsel or accountant
is willing to do so.

3.1.10.    Earnings
Statement.    The Company shall comply with all applicable rules
and regulations of the Commission and the Securities Act, and make
available to its shareholders, as soon as practicable, an earnings
statement covering a period of twelve (12) months, beginning within six
(6) months after the effective date of the registration statement,
which earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder.

3.1.11.    Listing.    The Company shall use
commercially reasonable efforts to cause all Registrable Securities
included in any registration to be listed on such exchanges or
otherwise designated for trading in the same manner as similar
securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner
satisfactory to the holders of a majority of the Registrable Securities
that are included in such registration.

3.2.    Obligation to Suspend
Distribution.    Upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to
Section 2.3 hereof, upon any suspension by the Company, pursuant to a
written insider trading compliance program adopted by the
Company's Board of Directors or otherwise, of the ability of all
‘‘insiders’’ covered by such program to
transact in the Company's securities because of the existence of
material non-public information, each holder of Registrable Securities
included in any registration shall immediately discontinue disposition
of such Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such holder receives the
supplemented or amended Prospectus contemplated by Section 3.1.4(iv) or
the restriction on the ability of ‘‘insiders’’
to transact in the Company's securities is removed, as
applicable, and, if so directed by the Company, each such holder will
deliver to the Company all copies, other than permanent file copies
then in such holder's possession, of the most recent Prospectus
covering such Registrable Securities at the time of receipt of such
notice.

3.3.    Registration Expenses.    The
Company shall bear all costs and expenses incurred in connection with
any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3
effected pursuant to Section 2.3, and all expenses incurred in
performing or complying with its other obligations under this
Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees;
(ii) fees and expenses of compliance with securities or
‘‘blue sky’’ laws 

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(including fees and disbursements of counsel
in connection with blue sky qualifications of the Registrable
Securities); (iii) all printing, word processing, duplicating,
telephone, facsimile, messenger and delivery expenses; (iv) the
Company's internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and
expenses incurred in connection with the listing of the Registrable
Securities, as required by Section 3.1.11; (vi) National Association of
Securities Dealers, Inc. fees; (vii) fees and disbursements of counsel
for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs
associated with the delivery of any opinions or comfort letters
requested pursuant to Section 3.1.9); (viii) the fees and expenses of
any special experts retained by the Company in connection with such
registration; (ix) the fees and expenses of one legal counsel selected
by the holders of a majority-in-interest of the Registrable Securities
that are included in such registration; (x) all fees and disbursements
of the underwriters (other than underwriting, discounts and
commissions); (xi) all transfer taxes and (xii) all expenses incurred
in connection with promotional efforts or ‘‘road
shows’’ unless the Underwriter agrees to pay all or a
portion of such expenses. The Company shall have no obligation to pay
any underwriting discounts or selling commissions attributable to the
Registrable Securities being sold by the holders thereof, which
underwriting discounts or selling commissions shall be borne solely by
such holders.

3.4.    Information.    The
holders of Registrable Securities shall provide such information as may
reasonably be requested by the Company, or the managing Underwriter, if
any, in connection with the preparation of any Registration Statement,
including amendments and supplements thereto, in order to effect the
registration of any Registrable Securities under the Securities Act
pursuant to Section 2 and in connection with the Company's
obligation to comply with federal and applicable state securities
laws.

3.5.    Holder Obligations.    No
holder of Registrable Securities may participate in any underwritten
offering pursuant to this Section 3 unless such holder (i) agrees to
sell only such holder's Registrable Securities on the basis
reasonably provided in any underwriting agreement, and (ii) completes,
executes and delivers any and all questionnaires, powers of attorney,
custody agreements, indemnities, underwriting agreements, lock-up
agreements and other documents reasonably required by or under the
terms of any underwriting agreement or as reasonably requested by the
Company.

4.    INDEMNIFICATION AND
CONTRIBUTION.

4.1.    Indemnification
by the Company.    The Company agrees to indemnify and hold
harmless each Initial Stockholder and each other holder of Registrable
Securities, and each of their respective officers, employees,
affiliates, directors, partners, members, attorneys and agents, and
each person, if any, who controls an Initial Stockholder and each other
holder of Registrable Securities (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) (each, a
‘‘STOCKHOLDER INDEMNIFIED PARTY’’), from and
against any expenses, losses, judgments, claims, damages or
liabilities, whether joint or several, arising out of or based upon any
untrue statement (or allegedly untrue statement) of a material fact
contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any
preliminary Prospectus, final Prospectus, free writing Prospectus or
summary Prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arising out
of or based upon any omission (or alleged omission) to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such expense, loss, claim,
damage or liability arises out of or is based upon any untrue statement
or allegedly untrue statement or omission or alleged omission made in
such Registration Statement, preliminary Prospectus, final Prospectus,
free writing Prospectus or summary Prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information
furnished to the Company, in writing, by such selling holder expressly
for use therein; provided, however, that the foregoing indemnity shall
not inure to the benefit of any holder (or to the benefit of any person
controlling such holder) from whom the person asserting such losses,
claims or liabilities purchased the Registrable Securities, if a copy
of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or
given by or on behalf of such holder to such person, if required by law
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the written confirmation of the sale of the
Registrable Securities to such person, and if the Prospectus (as so
amended or supplemented) would have cured the defect giving rise to
such losses, claims, damages or liabilities, unless such failure is the
result of noncompliance by the Company with Section 3.1.3 hereof. The
Company also shall indemnify the Underwriter, their officers,
employees, affiliates, directors, partners, members, attorneys and
agents, and each person who controls the Underwriter on substantially
the same basis as that of the indemnification provided above in this
Section 4.1.

4.2.    Indemnification by Holders of
Registrable Securities.    Each selling holder of Registrable
Securities will, with respect to any Registration Statement where
Registrable Securities were registered under the Securities Act,
indemnify and hold harmless the Company, each of its directors and
officers, each underwriter, if any, and each other person, if any, who
controls such selling holder, such underwriter or the Company (within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act), against any losses, claims, judgments, damages or
liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary Prospectus, final Prospectus,
free writing Prospectus or summary Prospectus contained in the
Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission
or the alleged omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if
the statement or omission was made in reliance upon and in conformity
with information furnished in writing to the Company by such selling
holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each such controlling person for any legal
or other expenses reasonably incurred by any of them in connection with
investigation or defending any such loss, claim, damage, liability or
action. Each selling holder's indemnification obligations
hereunder shall be several and not joint and shall be limited to the
amount of any net proceeds actually received by such selling holder in
connection with the sale of the Registrable Securities by such selling
holder pursuant to the Registration Statement containing such untrue
statement or allegedly untrue statement.

4.3.    Conduct of Indemnification
Proceedings.    Promptly after receipt by any person of any
notice of any loss, claim, damage or liability or any action in respect
of which indemnity may be sought pursuant to Section 4.1 or 4.2, such
person (the ‘‘INDEMNIFIED PARTY’’) shall, if a
claim in respect thereof is to be made against any other person for
indemnification hereunder, promptly notify such other person (the
‘‘INDEMNIFYING PARTY’’) in writing of the loss,
claim, judgment, damage, liability or action. If the Indemnified Party
is seeking indemnification with respect to any claim or action brought
against the Indemnified Party, then the Indemnifying Party shall be
entitled to participate in such claim or action, and, to the extent
that it elects jointly with all other Indemnifying Parties, to assume
control of the defense thereof with counsel satisfactory to the
Indemnified Party. After notice from the Indemnifying Party to the
Indemnified Party of its election to assume control of the defense of
such claim or action, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal or other expenses subsequently incurred
by the Indemnified Party in connection with the defense thereof other
than reasonable costs of investigation. In any such proceeding, the
Indemnified Party shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party unless (i) the Indemnified Party and the Indemnifying
Party shall have mutually agreed to the retention of such counsel, or
(ii) the named parties to any such proceeding (including any impleaded
parties) include both the Indemnified Party and the Indemnifying Party
and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interest between
them. The Indemnifying Party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled
with such consent or there is a final judgment for the plaintiff, the
Indemnifying Party agrees to indemnify the Indemnified Party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified
Party shall have requested an Indemnifying Party to reimburse the
Indemnified Party for fees and expenses of counsel as contemplated in
this Section 4.3, the Indemnifying Party agrees that it shall be liable
for any 

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settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more
than thirty (30) days after receipt by such Indemnifying Party of the
aforesaid request, and (ii) such Indemnifying Party shall not have
reimbursed the Indemnified Party in accordance with such request prior
to the date of such settlement (other than reimbursement for fees and
expenses the Indemnifying Party is contesting in good faith). No
Indemnifying Party shall, without the prior written consent of the
Indemnified Party, consent to entry of judgment or effect any
settlement of any claim or pending or threatened proceeding in respect
of which the Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party,
unless such judgment or settlement includes an unconditional release of
such Indemnified Party from all liability arising out of such claim or
proceeding.

4.4.    Contribution.

4.4.1.    If the indemnification provided for in the
foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified
Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss,
claim, damage, liability or action in such proportion as is appropriate
to reflect the relative benefits received by the Indemnified Parties on
the one hand and the Indemnifying Parties on the other from the
offering. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the
Indemnified Party failed to give the notice required under Section 4.3
above, then each Indemnifying Party shall contribute to such amount
paid or payable by such Indemnified Party in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault of the Indemnified Parties on the one hand and the
Indemnifying Parties on the other in connection with the actions or
omissions which resulted in such loss, claim, damage, liability or
action, as well as any other relevant equitable considerations. The
relative fault of any Indemnified Party and any Indemnifying Party
shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

4.4.2.    The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to
in the immediately preceding Section 4.4.1. The amount paid or payable
by an Indemnified Party as a result of any loss, claim, damage,
liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no holder of
Registrable Securities shall be required to contribute any amount in
excess of the dollar amount of the net proceeds (after payment of any
underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise
to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.

5.    UNDERWRITING AND DISTRIBUTION.

5.1.    Rule 144.    The Company covenants that
it shall file any reports required to be filed by it under the
Securities Act and the Exchange Act and shall take such further action
as the holders of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holders to sell
Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the
Securities Act, or any similar provision thereto, but not Rule
144A.

6.    MISCELLANEOUS.

6.1.    Assignment; No Third Party
Beneficiaries.    This Agreement and the rights, duties and
obligations of the Company hereunder may not be assigned or delegated
by the Company in whole or 

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in part. This Agreement and the rights,
duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of
Registrable Securities in conjunction with and to the extent of any
permitted transfer of Registrable Securities by any such holder in
accordance with applicable law. This Agreement and the provisions
hereof shall be binding upon and shall inure to the benefit of each of
the parties and their respective successors and the permitted assigns
of the Initial Stockholder or holder of Registrable Securities or of
any assignee of the Initial Stockholder or holder of Registrable
Securities. This Agreement is not intended to confer any rights or
benefits on any persons that are not party hereto other than as
expressly set forth in Section 4 and this Section 6.1.

6.2.    Notices.    All notices, demands,
requests, consents, approvals or other communications (collectively,
‘‘NOTICES’’) required or permitted to be given
hereunder or which are given with respect to this Agreement shall be in
writing and shall be personally served, delivered by reputable air
courier service with charges prepaid, or transmitted by hand delivery,
telegram, telex or facsimile, addressed as set forth below, or to such
other address as such party shall have specified most recently by
written notice provided in accordance with this Section 6.2. Notice
shall be deemed given on the date of service or transmission if
personally served or transmitted by telegram, telex or facsimile;
provided, that if such service or transmission is not on a Business Day
or is after normal business hours, then such notice shall be deemed
given on the next Business Day. Notice otherwise sent as provided
herein shall be deemed given on the next Business Day following timely
delivery of such notice to a reputable air courier service with an
order for next-day delivery.

To the Company:

Bank Street Telecom Funding Corp.
 One Landmark Square,
18th Floor
 Stamford, CT06901
 Facsimile: (203) 252-2810

Attention: Chief Executive Officer

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP
 One
New York Plaza
 New York, NY10004
 Facsimile: (212)
859-4000
 Attention: Stuart Gelfond

To a
Stockholder, to the address set forth below such Stockholder's
name on the signature pages hereof.

6.3.    Severability.    This Agreement shall be
deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the
parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and
enforceable.

6.4.    Counterparts.    This
Agreement may be executed in multiple counterparts, each of which shall
be deemed an original, and all of which taken together shall constitute
one and the same instrument.

6.5.    Entire
Agreement.    This Agreement (including all agreements entered
into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements, representations, understandings,
negotiations and discussions between the parties, whether oral or
written.

6.6.    Modifications and
Amendments.    This Agreement or any provision hereof may only be
changed, amended or modified by a writing signed by an Initial
Stockholder or Initial Stockholders, then holding in the aggregate a
majority-in-interest of Registrable Securities.

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6.7.    Titles and
Headings.    Titles and headings of sections of this Agreement
are for convenience only and shall not affect the construction of any
provision of this Agreement.

6.8.    Waivers and
Extensions.    Any party to this Agreement may waive any right,
breach or default which such party has the right to waive, provided,
that such waiver will not be effective against the waiving party unless
it is in writing, is signed by such party, and specifically refers to
this Agreement. Waivers may be made in advance or after the right
waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or
provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof nor of any other agreement or provision
herein contained. No waiver or extension of time for performance of any
obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.

6.9.    Remedies Cumulative.    In the event that
the Company fails to observe or perform any covenant or agreement to be
observed or performed under this Agreement, the Initial Stockholder or
any other holder of Registrable Securities may proceed to protect and
enforce its rights by suit in equity or action at law, whether for
specific performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the
exercise of any power granted in this Agreement or to enforce any other
legal or equitable right, or to take any one or more of such actions,
without being required to post a bond. None of the rights, powers or
remedies conferred under this Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative and in
addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute
or otherwise.

6.10.    Governing Law.    This
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. The Company and the holders of the
Registrable Securities irrevocably and unconditionally submit to the
exclusive jurisdiction of the United States District Court for the
Southern District of New York or, if such court does not have
jurisdiction, the New York State Supreme Court in the Borough of
Manhattan, in any action arising out of or relating to this Agreement,
agree that all claims in respect of the action may be heard and
determined in any such court and agree not to bring any action arising
out of or relating to this Agreement in any other court. In any action,
the Company and the holders of the Registrable Securities irrevocably
and unconditionally waive and agree not to assert by way of motion, as
a defense or otherwise any claims that it is not subject to the
jurisdiction of the above court, that such action is brought in an
inconvenient forum or that the venue of such action is improper.
Without limiting the foregoing, the Company and the holders of the
Registrable Securities agree that service of process at each parties
respective addresses as provided for in Section 6.2 above shall be
deemed effective service of process on such party.

6.11.    Waiver of Trial by Jury.    Each party
hereby irrevocably and unconditionally waives the right to a trial by
jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or
relating to this Agreement, the transactions contemplated hereby, or
the actions of the Initial Stockholder in the negotiation,
administration, performance or enforcement hereof.

6.12.    No Inconsistent Agreements.    The
Company will not, on or after the date of this Agreement, enter into
any agreement with respect to its securities which is inconsistent with
the rights granted to the Initial Stockholders in this Agreement or
otherwise conflicts with the provisions hereof, other than any
customary lock-up agreement with the underwriters in connection with
any offering effected hereunder, pursuant to which the Company shall
agree not to register for sale, and the Company shall agree not to sell
or otherwise dispose of, Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, for a specified
period (not to exceed 180 days) following such offering.
Notwithstanding the foregoing, for clarifying purposes, the Company may
grant other or superior registration rights to holders of its equity or
debt securities.

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6.13.    Adjustments.    At
the request of the majority-in-interest of the Registrable Securities,
in the event of any change in the capitalization of the Company as a
result of any stock split, stock dividend, reverse split, combination,
recapitalization, merger, consolidation, or otherwise, the provisions
of this Agreement shall be appropriately adjusted. The Company agrees
that it shall not effect or permit to occur any combination or
subdivision of shares which would adversely affect the ability of the
Initial Stockholders to include any Registrable Securities in any
registration contemplated by this Agreement or the marketability of
such Registrable Securities in any such registration.

6.14.    Changes in Law.    The parties hereby
agree that to the extent there are changes in law that affect the
rights of holders of Registrable Securities, the parties will act in
good faith to revise this Agreement as necessary or desirable to
provide the benefit intended as of the date this Agreement is entered
into.

[REMAINDER OF PAGE INTENTIONALLY
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In witness whereof, the parties have
caused this Registration Rights Agreement to be executed and delivered
by their duly authorized representatives as of the date first written
above.


		BANK STREET TELECOM FUNDING
CORP.





		By:
                                                                    





		Name:
 Title:





		INITIAL
STOCKHOLDERS:





		By:
                                                                    





		[ADDRESS]





		By:
                                                                    





		[ADDRESS]




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