Exhibit
10.4

                                            ,
2005

CRT Capital Group LLC
 262 Harbor Drive

Stamford, CT 06902

Re: Bank Street Telecom Funding Corp.
Initial Public Offering

Ladies and Gentlemen:

This
letter is being delivered to you in accordance with the Underwriting
Agreement (the "Underwriting Agreement")
between Bank Street Telecom Funding Corp., a Delaware corporation (the
"Company"), and CRT Capital Group LLC (the
"Underwriter") relating to an underwritten
initial public offering (the "IPO") of the
Company's units (the "Units"), each
comprised of one share of the Company's common stock, par value
$0.0001 per share (the "Common Stock"), and
two warrants, each of which is exercisable for one share of Common
Stock (each, a "Warrant").

In order to
induce the Company and the Underwriter to enter into the Underwriting
Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a stockholder
of the company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
undersigned hereby agrees with the Underwriter as follows:

The
undersigned represents and warrants that (i) the biographical
information furnished to the Company and the Underwriter and attached
hereto as Exhibit A is true and accurate in all respects (other than de
minimis errors or omissions), does not omit any material information
with respect to the undersigned's background during the previous
five years and contains all of the information required to be disclosed
pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act of 1933, as amended, and (ii) the questionnaires
furnished by the undersigned to the Company and the Underwriter and
attached hereto as Exhibit B are true and accurate in all respects. The
undersigned further represents and warrants that:

(a) The
undersigned is not subject to or a respondent in any legal action for
any injunction, cease-and-desist order or order or stipulation to
desist or refrain from any act or practices relating to the offering of
securities in any jurisdiction;

(b) The undersigned has never
been convicted of or pleaded guilty to any crime (i) involving any
fraud, (ii) relating to any financial transaction or handling of funds
of another person, or (iii) pertaining to any dealings in any
securities and is not currently a defendant in any such criminal
proceeding; and

(c) The undersigned has never been suspended or
expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration
denied, suspended or revoked.

The undersigned acknowledges and
understands that the Underwriter and the Company will rely upon the
agreements, representations and warranties set forth herein in
proceeding with the IPO.

This letter agreement shall be binding
on the undersigned and the undersigned's respective successors,
heirs, personal representatives and assigns.

This letter
agreement shall be governed by and interpreted and construed in
accordance with the laws of the State of New York applicable to
contracts formed and to be performed entirely within the State of New
York, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application
of the laws of another jurisdiction.








No term or provision of this letter
agreement may be amended, changed, waived, altered or modified except
by written instrument executed and delivered by the party against whom
such amendment, change, waiver, alteration or modification is to be
enforced.


		Very truly yours,





		By:                                                                          


        Name:




Accepted and agreed as of the
date hereof:

CRT CAPITAL GROUP
LLC


                                                                    

By:

Name:
 Title:








EXHIBIT A


Biography


See attached.








EXHIBIT B


Questionnaires


See
attached.