Exhibit
10.8

                                                ,
2005

CRT Capital Group LLC
 262 Harbor Drive

Stamford, CT 06902

Re: Bank Street Telecom Funding
Corp.

Ladies and Gentlemen:

This letter agreement
(this "Warrant Purchase Letter") is being
delivered to you in connection with the Registration Statement on Form
S-1 (File No. 333-127238) (as may be amended and supplemented from time
to time, the "Registration Statement") that
was initially filed by Bank Street Telecom Funding Corp., a Delaware
corporation (the "Company"), with the
Securities and Exchange Commission (the
"SEC") on August 5, 2005, which relates 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 two warrants, each of
which is exercisable for one share of Common Stock
("Warrant"). Capitalized terms used but not
otherwise defined herein shall have their respective meanings set forth
on Schedule 1 hereto.

In order to induce the Company to engage
in the IPO and to take all steps necessary to effect the IPO, including
the filing of amendments to the Registration Statement with the SEC,
and in recognition of the benefit that such IPO will confer upon the
undersigned stockholder (the "Stockholder")
as a stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Stockholder hereby agrees with the Company as
follows:

(1) On or prior to the Effective Date, the Stockholder
shall duly execute and deliver an irrevocable order to place bids for
and, if such bids are accepted, to purchase Warrants in accordance with
the guidelines specified by Rule 10b5-1 of the Securities Act of 1934,
as amended ("Rule 10b5-1") (the
"Order") to CRT Capital Group LLC (the
"Underwriter"), in the form attached hereto
as Exhibit A, with such terms and conditions as are consistent with the
terms and conditions set forth in the Registration Statement as of the
Effective Date and the terms and conditions set forth herein.

(2) The Stockholder or the Stockholder's designee shall,
within the forty (40) trading day period beginning sixty (60) days
after the end of the "restricted period"
under Regulation M, as determined by the Underwriter, place bids for
and, if such bids are accepted, purchase for the Stockholder's
own account up to $1,400,000 of Warrants at market prices not to exceed
$0.65 per Warrant.

(3) The Stockholder shall not Transfer any
Warrants purchased pursuant to this Warrant Purchase Letter or the
Order until after the Business Combination Date. Notwithstanding the
foregoing, the Stockholder may pledge such Warrants as collateral to
secure a bona fide loan from an unaffiliated third party in connection
with the financing of the Stockholder's obligations with respect
to the Warrants under this Warrant Purchase Letter or the Order,
provided that prior to any such pledge, the pledgee executes an
acknowledgement in the form of Exhibit B hereto, pursuant to which the
pledgee agrees (a) to receive and hold such Warrants in accordance with
the provisions of this paragraph and (b) not to pledge such Warrants
until after a Business Combination.

(4) As of the date hereof,
the Stockholder represents and warrants that it is not aware of any
material nonpublic information concerning the Company or any securities
of the Company and is entering into this Warrant Purchase Letter in
good faith and not as part of a plan or scheme to evade the
prohibitions of Rule 10b5-1. The Stockholder agrees that while this
agreement is in effect, the Stockholder shall comply with the
prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering into
or altering a corresponding or hedging transaction or position with
respect to the Company's securities. The Stockholder does not
have, and shall not attempt to exercise, any influence over how, when
or whether to effect purchases of Warrants pursuant to this Warrant
Purchase Letter.

(5) The Underwriter shall make, keep, and
produce promptly upon the request by the Division of Market Regulation
of the Securities Exchange Commission (the
"Division"), a daily time-sequenced










schedule of all Warrant purchases made
pursuant to this agreement, on a transaction-by-transaction basis,
including (i) size, time of execution, price of purchase; and (ii) the
exchange, quotation system, or other facility through which the Warrant
purchase occurred. Upon request of the SEC, the Underwriter shall
transmit the aforementioned schedule to the Division within (30) days
of such request.

(6) The Stockholder or a representative of the
Stockholder shall be available (in person at the offices of the
Division in Washington, D.C. or by telephone) to respond to inquiries
by the Division regarding any warrant purchases hereunder.

This
Warrant Purchase Letter shall be binding on the Stockholder and its
successors and assigns.

This Warrant Purchase Letter 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 Warrant Purchase
Letter 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,





		Stockholder





		By:                                                                                 


Name:




Accepted and agreed as of the date
hereof:

CRT CAPITAL GROUP LLC

________________________________
 By:
 Name:
 Title:








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 by merger, capital stock exchange,
asset acquisition, or stock purchase or other business combination
transaction, of one or more operating businesses within 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
Company's net assets at the time of such merger, capital stock
exchange, asset acquisition or other similar business combination.

"Business Combination Date" shall mean the
date upon which a Business Combination is consummated.

"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.

"Transfer" shall mean offer, sell, pledge,
lend, grant, transfer or otherwise dispose of, directly or
indirectly.








EXHIBIT A

                                                ,
2005

[                                        ]

CRT Capital Group LLC
 262 Harbor Drive
 Stamford, CT
06902

RE: Bank Street Telecom Funding Corp.

Gentlemen:

This letter, delivered in accordance with
the Warrant Purchase Letter, dated
                            , between CRT Capital Group
LLC (the "Underwriter") and the undersigned
stockholder (the "Stockholder") of Bank
Street Telecom Funding Corp. (the "Company")
(the "Warrant Purchase Letter"), confirms the
agreement therein of the Stockholder to purchase (the
"Purchase Commitment") warrants (the
"Warrants") of the Company that are included
in the units being sold in the Company's initial public offering
pursuant to the Company's registration statement on Form S-1
(File No. 333-127238), as amended and supplemented from time to time.
The Purchase Commitment is subject to the terms and conditions set
forth herein.

The Stockholder agrees that this letter agreement
constitutes an irrevocable order (the
"Order") for the Underwriter to place bids
for and, if such bids are accepted, to purchase for the
Stockholder's account, within the forty (40) trading day period
beginning sixty (60) days after the end of the "restricted
period" under Regulation M, as determined by the
Underwriter, (the "Warrant Purchase Period")
up to $1,400,000 of Warrants at market prices not to exceed $0.65 per
Warrant. The Underwriter (or such other broker-dealer(s) as the
Underwriter may assign the order to) agrees to fill such order in such
amounts and at such times as it may determine, in its sole discretion,
during the Warrant Purchase Period. The Underwriter further agrees that
it will not charge the Stockholder or any Designee (as defined below)
any fees and/or commissions with respect to any purchase pursuant to
the Warrant Purchase Letter or the Order.

The Stockholder may
notify the Underwriter that all or part of the Order will be fulfilled
by an affiliate of the Stockholder (or another person or entity
identified to the Underwriter by the Stockholder (each a
"Designee")) who (or which) has an account at
the Underwriter and, in such event, the Underwriter will make such
purchase on behalf of said affiliate or Designee; provided, however,
that the Stockholder hereby agrees to make payment of the purchase
price of such purchase in the event that the affiliate or Designee
fails to make such payment; provided further, that any such Designee
has executed an acknowledgement in the form of Exhibit B to the Warrant
Purchase Letter.

This letter agreement shall be binding on the
Stockholder and its heirs, successors 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.


		Very truly yours,





		STOCKHOLDER





		By:                                                                     


Name:











EXHIBIT B

ACKNOWLEDGEMENT

                                            ,
2005

CRT Capital Group LLC
 262 Harbor Drive

Stamford, CT 06902

Re: Bank Street Telecom Funding
Corp.


Ladies and Gentlemen:

Reference is made to that certain Warrant
Purchase Letter, dated
                                                    ,
between CRT Capital Group LLC and the Stockholder (the
"Warrant Purchase Letter"). Capitalized terms
used but not defined herein have the meanings ascribed to them in the
Warrant Purchase Letter. The undersigned hereby agrees (a) to receive
and hold any Warrants Transferred to it by the Stockholder in
accordance with paragraph 3 of the Warrant Purchase Letter and (b) that
the undersigned will not Transfer any Warrants purchased pursuant to
the Warrant Purchase Letter or the Order until after the Business
Combination Date.


		Very truly yours,





		[                                                ]





		By:                                                                         


Name: