Exhibit
10.10

Bank Street Telecom Funding Corp.
Lock-Up
Agreement

                     ,
2005

CRT Capital Group LLC
262 Harbor
Drive
Stamford, CT. 06902

Re:    Bank Street Telecom
Funding Corp. – Lock-Up Agreement


Dear Ladies
and Gentlemen:

The undersigned understands that CRT Capital
Group LLC (the "Underwriter") and Bank Street
Telecom Funding Corp. (the "Company") have
entered into an Underwriting Agreement, dated
                        , 2005 (the
"Underwriting Agreement"), relating to an
underwritten public offering (the "IPO") of
15,000,000 units (the "Units") of the
Company. Each Unit consists of one share of the Company's Common
Stock, par value $.0001 per share ("Common
Stock"), and two warrants to purchase one share of Common
Stock (each, a "Warrant"), all as more fully
described in the Company's final Prospectus, dated
                                             ,
2005 (the "Prospectus") comprising part of
the Company's Registration Statement on Form S-1 (File No.
333-127238) under the Securities Act of 1933, as amended (the
"Registration Statement"), declared effective
on
                                             ,
2005 (the "Effective Date").

In
consideration of the agreement of the Underwriter to offer and sell the
Units, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees
that, during the period beginning from the date hereof and continuing
to and including the six month anniversary of a completion of a
Business Combination (as defined in the Certificate of Incorporation of
the Company) (the "Lock-Up Period"), the
undersigned will not publicly announce any intention to, will not
authorize any affiliate or subsidiary, if applicable, to, and will not,
without the prior written consent of the Underwriter, directly or
indirectly, (i) offer, pledge, sell, lend, grant, transfer or otherwise
dispose of, by contract, option, right or otherwise, any or all of the
shares of Common Stock beneficially owned by the undersigned (within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended), as set forth in Exhibit A attached hereto (the
"Lock-Up Shares"), or (ii) enter into any
swap or other agreement that transfers, in whole or in part, any of the
economic characteristics of ownership of such Lock-Up Shares (whether
any such transaction described in clause (i) or (ii) above is to be
settled by delivery of such Lock-Up Shares, in cash or otherwise),
except (i) by bona fide gift to a charitable organization,
not-for-profit organization or a member of the undersigned's
immediate family or to a trust, the beneficiaries of which is the
undersigned or a member of the undersigned's immediate family,
(ii) by virtue of the laws of descent and distribution upon death of
the undersigned, (iii) pursuant to a qualified domestic relations
order, (iv) by BSTFC Management LLC to its members on a pro rata basis
in accordance with their ownership or (v) by BSTFC Management LLC to
any financing source of its warrant purchase obligation; provided,
however, that any such permitted transfer may be implemented only
after the execution by the respective transferee of a written
agreement, satisfactory to the Underwriter, to be bound by the terms
and conditions of this Lock-Up Agreement, and the execution of the
Insider Letter (as defined below) by the undersigned party transferring
the Lock-Up Shares.

Notwithstanding the forgoing, subject to the
terms of a letter agreement executed between the undersigned and the
Company, dated as indicated on Exhibit A hereto, and which is filed as
an exhibit to the Registration Statement (the "Insider
Letter"), respecting the rights and obligations of the
undersigned in certain events, including but not limited to the
liquidation of the Company, and except as herein provided, the
undersigned shall retain all of the undersigned's rights as
stockholders of the Company during the Lock-Up Period, including,
without limitation, the right to vote such shares. During the Lock-Up
Period, all dividends payable in cash with respect to the Lock-Up
Shares shall be paid to the undersigned, but all dividends payable in
stock or other non-cash property 









("Non-Cash
Dividends") shall be subject to the terms of this Lock-Up
Agreement. As used herein, the term "Lock-Up
Shares" shall be deemed to include the Non-Cash Dividends
distributed thereon, if any.

The undersigned acknowledges that
the certificate representing the Lock-Up Shares is legended to reflect
the fact that such shares have not been registered under the Securities
Act of 1933, as amended, and that such shares are subject to the terms
of this Lock-Up Agreement. The undersigned further acknowledges that
the Company is a third party beneficiary of this Lock-Up Agreement and
this Lock-Up Agreement may not be modified or changed in any material
respect without the prior written consent of the Underwriter or any
successor or assignee thereof.

The undersigned acknowledges and
understands that the Underwriter and the Company will rely upon the
agreements set forth herein in proceeding with the IPO. The undersigned
agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent against the transfer of Lock-Up Shares
except in compliance with the terms and conditions of this letter
agreement.

This Lock-Up Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and,
except as expressly provided herein, may not be changed or modified
except by an instrument in writing signed by the party to be charged
and shall be binding upon and inure to the benefit of the respective
parties hereto and their legal representatives, 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.


		Very truly yours,





		                                                                        


Name:




Accepted and agreed:

CRT Capital
Group LLC


                                                                        


Name:
 Title:

2








EXHIBIT
A





															
	Name
and Address of Stockholder		Number of Shares		Stock
Certificate Number		Date of
 Insider
Letter
	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	                                     , 2005	 
	






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