Exhibit
10.9

THE BANK STREET GROUP LLC
 OFFICE SERVICE
AGREEMENT

This Agreement is dated July 18, 2005 and is entered
into between The Bank Street Group LLC
("BSG") and Bank Street Telecom Funding Corp.
("Client").

BSG and Client agree that
BSG will provide to Client for and in consideration of the fees set
forth herein, an exclusive license to use the offices as provided
herein below and, in common with BSG's other clients, the
non-exclusive license to use BSG's facilities and services as
outlined below.

1.    BASIC TERMS.

A.    Monthly
Fixed Fee for Base Services (as defined in Section 2 below):
$2,000.00

B.    Monthly Fixed Fee for Office Services (as
defined in Section 3 below): $5,500.00

C.    Facilities: One
Landmark Square, 18th Floor, Stamford, CT 06901 (the
"Building")

D.    Number of offices
in the Building: 2 (the "Offices")

E.    Maximum Occupancy: 1 per office

F.    Term: from
the effective date of Client's proposed initial public offering
of its units pursuant to Client's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission (SEC File No.
333-127238) as amended (such Registration Statement, the
"Registration Statement" and such date, the
"Effective Date") until the earlier of
Client's (i) failure to enter into a letter of intent, definitive
agreement or agreement in principle with respect to a Business
Combination (as defined in the Registration Statement) on any day
during the eighteen-month period immediately following the Effective
Date, and (ii) the failure to consummate a Business Combination on any
day during the twenty-four-month period immediately following the
Effective Date (the "Term")

2.    BASE SERVICES.

Client shall be provided with the
exclusive use of the Offices and shall have access to the Offices
twenty-four (24) hours a day, seven (7) days a week. In exchange for
the Monthly Fixed Fee for Base Services, BSG agrees to provide the
following base services: office cleaning, maintenance services, office
supplies, electricity, heating and air conditioning to the Offices (the
"Base Services"). In addition, Client will
have reasonable use of BSG common area facilities. Client shall use the
Offices and auxiliary areas of the facilities solely for general office
use in the conduct of the Client's business.

If for any
reason whatsoever, BSG is unable to deliver possession of the Offices
or a mutually agreed upon alternative office at the time herein agreed,
Client may either extend the Commencement Date until the Offices become
available or, as its sole remedy for such failure, cancel and terminate
this Agreement if the Offices are not delivered to Client within five
(5) business days after written notice to BSG by Client, in which case
any prior payments shall be fully refunded. No such failure to deliver
possession shall subject BSG to any liability for loss or damage, nor
affect the validity of this Agreement or the obligations of the Client
hereunder.

In order to accommodate the needs of potential
multiple office clients, BSG will have the right, upon ten (10)
days' written notice, to relocate Client to other offices in the
Building and to substitute such other offices for the Offices
contracted herein, provided such other offices are substantially
similar in area and configuration to Client's contracted offices
and provided Client shall incur no increase in the total monthly fee or
any relocation cost or expense.

3.    OFFICE SERVICES.

BSG agrees, in exchange for a Monthly Fixed Fee for Office Services
(which fee is in addition to the Monthly Fixed Fee for Base Services),
to provide the following office services: administrative support,
including, but not limited to, information technology, legal,
secretarial and bookkeeping 









services as well as communications services
such as unlimited use of Internet/Data, telephone, fax and photocopier
(the "Office Services"). Client will not
offer to any party in the BSG Building any of the services which BSG
provides to Client. BSG will answer all incoming phone calls, unless
otherwise mutually agreed, during normal business hours, as reasonably
determined by BSG. Client acknowledges that due to the imperfect nature
of verbal, written and electronic communications, BSG shall not be
responsible for damages, direct or consequential, which may result from
the failure of BSG to furnish any service, including but not limited to
the conveying of messages, communications and other utilities or
services required under this Agreement.

Client expressly agrees
to waive the right to make any claim for damages, direct or
consequential, arising out of any failure to furnish any utility,
service or facility, any error or omission with respect thereto, or any
delay or interruption of the same.

4.    DURATION OF
AGREEMENT.

After expiration of the Term, the Agreement will
automatically terminate. Prior to expiration of the term, either party
may terminate the Agreement upon 30 days' advance written notice
to the other party.

5.    PAYMENTS.

The monthly
invoices/statements for the Monthly Fixed Fee for Base Services and the
Monthly Fixed Fee for Office Services will be billed in advance.
Statements will be placed in the mailbox or faxed to Client on the
first day of each month with payments due by the fifth day of each
month. If the term shall not commence on the first day of a month or
end on the last day of a month, fees for any such month shall be
prorated. All amounts payable hereunder shall be payable at the office
of BSG or to such other location or to any agent designated in writing
by BSG.

6.    DAMAGES AND INSURANCE.

Client will not
damage or deface the furnishings, walls, floors or ceiling. Client will
not cause damage to any part of the facilities or the Building or
disturb the quiet enjoyment of any other licensee or occupant of the
Building nor suffer to be made any waste, obstruction or unlawful,
improper or offensive use of the Offices or the common area facilities.
At the termination of this Agreement, Client will return the Offices in
as good of condition as when Client took possession, though normal wear
and tear shall be expected. BSG shall have the right to show the
Offices to prospective clients, provided BSG will use reasonable
efforts not to disrupt Client's business.

BSG and its
respective directors, licensors, officers, agents, servants and
employees shall not, to the extent permitted by law, except upon the
affirmative showing of BSG's gross negligence or willful
misconduct, be liable for, and Client waives all right of recovery
against such entities and individuals for any damage or claim with
respect to any injury to person or damage to, or loss or destruction of
any property of Client, its employees, authorized persons and invitees
due to any act, omission or occurrence in or about the BSG facilities
or the Building. Without limitation of any other provision hereof,
Client agrees to indemnify, defend, protect and hold BSG and its
respective directors, licensors, officers, agents, servants and
employees harmless from and against all liability to third parties
arising out of Client's use and occupancy of the Offices or
actions or omissions of Client and its agents, employees, contractors,
and invitees. Client further agrees that all personal property of
Client, its agents, employees, contractors, and invitees, within or
about the BSG facilities of the Building shall be at the sole risk of
Client.

BSG and Client each hereby waive any and all rights of
recovery against each other, or against the officers, employees, agents
or representatives of the other, for loss of or damage to its property
or the property of others under its control, to the extent such loss or
damage is covered by any insurance policy.

If BSG 's
Building or facilities are made unusable, in whole or in part by fire
or other casualty not due to the negligence of Client, BSG may, at its
option, terminate the Agreement upon notice to 

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Client, effective upon such casualty, or may
elect to repair, restore, or rehabilitate, or cause to be repaired,
restored or rehabilitated, the BSG facilities, without expense to
Client, within ninety (90) days or within such longer period of time as
may be required because of events beyond BSG 's control. The
Monthly Fixed Fee for Base Services and the Monthly Fixed Fee for
Office Services shall be abated on a pro rata basis for the period of
time the Offices are unusable.

7.    DEFAULT.

The
Client shall be deemed to be in default under this Agreement: (a) if
Client fails to pay the Monthly Fixed Fee for Base Services or Monthly
Fixed Fee for Office Services, (b) if Client fails to promptly and
fully perform any other provisions of this Agreement and any such
default continues in excess of five (5) business days after written
notice by BSG, or (c) if Client fails to comply with the laws or permit
licensing rules and other requirements regulating the conduct of
Client's business. Should Client be in default hereunder, BSG may
terminate any or all of the services for the period of such
default.

8.    MISCELLANEOUS.

A.    This is the
only Agreement between the parties. All amendments to this Agreement
shall be in writing and signed by all parties. Any attempted amendment
shall be void. The invalidity or unenforceability of any provision
hereof shall not affect the remainder hereof.

B.    All
waivers must be in writing and signed by the waiving party. BSG's
failure to enforce any provision of this Agreement or its acceptance of
fees shall not be a waiver and shall not prevent BSG from enforcing any
provisions of this Agreement in the future. No receipt of money by BSG
shall be deemed to waive any default of Client or to extend, reinstate
or continue the term hereof.

C.    In regard to the trust
account that will hold substantially all of the offering proceeds the
Client expects to raise from the initial public offering of its units
(the "Trust Account"), BSG hereby waives any
right of recourse against the Trust Account and agrees not to seek
reimbursement, payment or satisfaction of any claim against the Trust
Account.

D.    The laws of the State of New York shall govern
this Agreement.

E.    Client represents and warrants to BSG
that there are no agents, brokers, finders or other parties with whom
Client has dealt who are or may be entitled to any commission or fee
with respect to this Agreement.

F.    Neither Client nor
anyone claiming by, through or under Client shall assign this Agreement
or permit the use of any portion of the Offices or the BSG Building or
facilities by any person other than Client.

G.    All notices
hereunder shall be in writing. Notices to Client shall be deemed to be
duly given if hand-delivered to Client's mailbox in the BSG
facilities at One Landmark Square, 18th Floor, Stamford, CT
06901. Notice to BSG shall be deemed to be duly given if mailed by
registered or certified mail, postage prepaid, to One Landmark Square,
18th Floor, Stamford, CT 06901.

H.    The Client
acknowledges that BSG will comply with U.S. Postal Service regulations
regarding client mail and, upon termination of this Agreement, it will
be Client's responsibility to notify all parties of termination
of the use of the above-described address.

I.    BSG may
assign this Agreement and/or any fees hereunder and Client agrees to
any such assignee.

J.    Notwithstanding anything to the
contrary contained herein, Client shall look solely to the interest of
BSG in the lease agreement between BSG and Reckson Operating
Partnership, L.P. dated February 28, 2005 (as amended, the
"Master Lease") for the satisfaction of any
of Client's remedies with regard to the payment of money or
otherwise and no other property or assets of BSG shall be subject to
levy, execution or other enforcement procedures for the satisfaction of
Client's remedies or with respect to this Agreement, the
relationship of the parties hereunder or Client's use of the
Premises, such exculpation of personal liability to be absolute.

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K.    BSG shall not be liable for any
interruption or error in the performance of its services to Client.
Client waives any recourse against BSG arising from the provision of
such services, including, without limitation, any claim of business
interruption or for any indirect, incidental, special, consequential or
punitive damages, except for claims arising out of willful misconduct
by BSG.

L.    BSG will not be liable for any claim of business
interruption or for any indirect, incidental, special, consequential,
exemplary or punitive damages arising out of any failure to furnish any
service or facility, any error or omission with respect thereto, or any
delay or interruption of the same.

M.    BSG and its agents
will have the right of access to the Offices and the BSG Building and
facilities at any time for the purpose of (i) making any repairs,
alterations and/or inspections that it deems necessary in its sole
discretion for the preservation, safety or improvements of the
facilities, or (ii) to show the facilities to prospective Clients
without in any way being deemed or held to have committed an eviction
(constructive or otherwise) of or trespass against Client.

N.    Failure of BSG to insist upon the strict performance of any
term or condition of this Agreement or to exercise any right or remedy
available for a breach thereof, or acceptance of full or partial
payment during the continuance of any such breach, will not constitute
a waiver of any such breach or any such term or condition. No term or
condition of this Agreement required to be performed by Client and no
breach thereof, will be waived, altered or modified, except by a
written instrument executed by BSG.

O.    Client will comply
with and be bound by all provisions of the Master Lease and, subject to
the limitations listed above in Section 7, Client will indemnify and
hold BSG harmless from and against any claim or liability under the
Master Lease arising from Client's breach of the Master Lease or
this
Agreement.





							
	The Bank Street Group LLC		Bank
Street Telecom Funding Corp.
	                                                                            		                                                                        
	By:        Richard
Lukaj
Title:    Chief Executive
Officer		By:        James Henry
Title:    Chief
Financial
Officer
	Date:		Date:
	                                                                        		                                                                        
	






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