Exhibit
10.2

[FORM OF LETTER AGREEMENT TO BE
ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE OFFICERS,
DIRECTORS AND SPECIAL ADVISORS]

                                                        ,
2005

Bank Street Telecom Funding Corp.
 One Landmark
Square, 18th Fl.
 Stamford, CT 06901

Re: Bank Street Telecom
Funding Corp. Initial Public Offering – Letter Agreement

Dear Ladies and Gentlemen:

This letter is being
delivered to you in accordance with the Underwriting Agreement (the
"Underwriting Agreement") entered
into by and between Bank Street Telecom Funding Corp., a Delaware
corporation (the "Company"), and CRT
Capital Group LLC, as Underwriter (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
(the "Warrant"). The capitalized terms set
forth on Schedule 1 attached hereto are hereby incorporated by
reference herein.

In order to induce the Company 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, officer, director or special advisor 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 Company and the Underwriter as follows:


1.    If the Company solicits approval of its
stockholders of a Business Combination, the undersigned shall vote all
Insider Shares and IPO Shares owned by such person in accordance with
the majority of the votes with respect to Public Shares by the holders
thereof.


2.    If a Transaction Failure occurs,
the undersigned shall take all reasonable actions to cause (i) the
Trust Fund to be liquidated and distributed to the holders of the IPO
Shares no later than the Termination Date, and (ii) the Company to
dissolve and liquidate. The undersigned hereby waives any and all
right, title, interest or claim of any kind
("Claim") in or to any distribution
of the Trust Fund with respect to such person's Insider Shares,
but only such Insider Shares and not with respect to any IPO Shares
acquired by the undersigned, and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of,
any contracts or agreements with the Company and will not seek recourse
for any Claim against the Trust Fund for any reason whatsoever. The
undersigned hereby agrees that the Company shall be entitled to a
reimbursement from the undersigned for any distribution of the Trust
Fund received by the undersigned in respect to such person's
Insider Shares.


3.    In order to minimize
potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire all or substantially all of the
outstanding equity securities of, or otherwise acquire a controlling
equity interest in, an operating business in the communications
industry, until the earlier of the consummation by the Company of a
Business Combination, the distribution of the Trust Fund or until such
time as the undersigned ceases to be an officer or director of the
Company; provided, however, that the presentation of such opportunities
to the Company shall in each case be subject to any fiduciary
obligation of the undersigned's arising from a relationship
established prior to the undersigned's fiduciary relationship
with the Company.


4.    The undersigned shall
not, and shall cause any member of such person's Immediate Family
or any affiliate of such person not to, accept any compensation for
services rendered to the Company prior to the Business Combination
Date; provided, that the undersigned shall be entitled to receive
reimbursement from the Company for such person's out-of-pocket
expenses incurred in connection with seeking and consummating a
Business Combination as contemplated in the Prospectus.

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5.    The undersigned shall
not, and shall cause any member of such person's Immediate Family
or any affiliate of such person not to, accept a finder's fee or
any other compensation in the event the undersigned, any member of such
person's Immediate Family or any affiliate of such person
originates a Business Combination other than as contemplated herein or
in the Prospectus.


6.    The undersigned
represents and warrants that (i) the biographical information furnished
to the Company and the Representative 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, (ii) the questionnaires furnished by the undersigned
to the Company and the Representative and attached hereto as Exhibit B
are true and accurate in all respects (other than de minimis errors or
omissions), and (iii) the undersigned has full right and power, without
violating any agreement by which the undersigned is bound, to enter
into this letter agreement and to serve as
[                                ]
[and] [a member of the Board of Directors] [a
Special Advisor] of the Company. 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 practice 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 such person's
respective successors, heirs, personal representatives and assigns.
This letter agreement shall terminate on the earlier of (i) the
Business Combination Date and (ii) the Termination Date.

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.

[The Remainder of
this Page is Intentionally Left Blank]

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		Sincerely,





		By:                                                                                 


        Name:




Accepted and agreed:

Bank Street Telecom Funding Corp.

By:                                                                 


        Name:

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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 through merger, capital stock exchange, asset
acquisition, stock purchase or other business combination transaction,
of one or more operating businesses in the communications industry
whose fair market value, collectively, is equal to at least 80%
of the Company's net assets at the time of such acquisition.

"Business Combination Date" shall
mean the date upon which a Business Combination is consummated, as
conclusively established by a majority of the Independent Directors of
the Company immediately following a Business Combination.

"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.

"Immediate Family" shall mean, with
respect to any person, such person's spouse, lineal descendents,
father, mother, brothers or sisters (including any such relatives by
adoption or marriage).

"Insiders" shall mean all of the
officers, directors and stockholders of the Company immediately prior
to the Company's IPO.

"Insider
Shares" shall mean all shares of Common Stock of the
Company owned by an Insider immediately prior to the Company's
IPO. For the avoidance of doubt, Insider Shares shall not include any
IPO Shares purchased by Insiders in connection with or subsequent to
the Company's IPO.

"IPO
Shares" shall mean all shares of Common Stock issued
by the Company in its IPO, regardless of whether such shares were
issued to or are held by an Insider.

"Prospectus" shall mean the final
prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended, and included in the Registration Statement.

"Pubic Shares" shall mean all IPO
Shares excluding any IPO shares that are held by Insiders.

"Registration Statement" shall mean
the registration statement filed bu the Company on Form S-1 (No.
333-127238) with the SEC on August 5, 2005, and any amendment or
supplement thereto, in connection with the Company's IPO.

"SEC" shall mean the United States
Securities and Exchange Commission.

"Termination
Date" shall mean the date that is sixty (60) calendar
days immediately following the Transaction Failure Date (inclusive
thereof).

"Transaction Failure"
shall mean the earlier of (i) the failure to enter into a letter of
intent, definitive agreement or agreement in principle with respect to
a Business Combination on any day during the twelve-month period
immediately following the Effective Date, and (ii) the failure to
consummate a Business Combination on any day during the eighteen-month
period immediately following the Effective Date.

"Transaction Failure Date" shall
mean the date upon which a Transaction Failure occurs, as conclusively
established by a majority of the Independent Directors of the Company
immediately following a Transaction Failure.

"Trust Fund" shall mean that
certain trust account established with Continental Stock Transfer &
Trust Company and in which the Company deposited the
"funds to be held in trust", as described in
the Prospectus.

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EXHIBIT A


Biography


See attached.

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EXHIBIT B


Questionnaires


See
attached.

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