Exhibit
10.6

FORM OF
 PROMISSORY NOTE


	As of July
21, 2005	$             




Bank Street Telecom Funding Corp. (the
"Maker") promises to pay to the order of (the
"Payee") the principal sum of
                 ($        ) in lawful money of the United
States of America, on the terms and conditions described below.

 

1.    Maturity Date. The principal balance
of this Note shall be repayable on the earlier of (i) July 21, 2006 or
(ii) the date on which Maker consummates an initial public offering of
its securities.

2.    Interest. No interest shall
accrue on the unpaid principal balance of this Note.

3.    Events of Default. Each of the following shall
constitute an event of default ("Event of
Default") under this Note:

(a)    Failure to
Make Required Payments. Failure by Maker to pay the principal of
this Note within two (2) business days following the date when due.

(b)    Voluntary Bankruptcy, Etc. The commencement by
Maker of a voluntary case under the title 11 of the United States Code
("Federal Bankruptcy Code"), as now
constituted or hereafter amended, or any other applicable federal or
state bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of Maker generally to pay
its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.

(c)    Involuntary Bankruptcy, Etc. The entry of a decree
or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under the Federal Bankruptcy
Code, as now or hereafter constituted, or any other applicable federal
or state bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator (or
similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive
days.

		
	4. 	Remedies.


(a)    Upon the occurrence of an Event of Default specified in
Section 3(a), Payee may, by written notice to Maker, declare this Note
to be due and payable, whereupon the unpaid principal amount of this
Note, and all other amounts payable hereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary
notwithstanding.

(b)    Upon the occurrence of an Event of
Default specified in Section 3(b) or Section 3(c), the unpaid principal
balance of, and all other sums payable with regard to, this Note shall
automatically and immediately become due and payable, in all cases
without any action on the part of Payee.

5.    Waivers. Maker and all endorsers and guarantors of,
and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the
Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that
might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by
virtue hereof, on any writ of execution issued hereon, may be sold upon
any such writ in whole or in part in any order desired by Payee.








6.    Unconditional Liability.
Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of this
Note, and agrees that its liability shall be unconditional, without
regard to the liability of any other party, and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and
all extensions of time, renewals, waivers, or modifications that may be
granted by Payee with respect to the payment or other provisions of
this Note, and agrees that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to it or affecting
its liability hereunder.

7.    Notices. Any notice
called for hereunder shall be deemed properly given if in writing and
(i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental
express mail or delivery service providing receipted delivery, (iv)
sent by facsimile or (v) sent by e-mail, to the following addresses or
to such other address as either party may designate by notice in
accordance with this Section:

If to Maker:

James
H. Henry, Chief Financial Officer
 Bank Street Telecom Funding
Corp.
 One Landmark Square
 18th Floor

Stamford, CT 06901

If to Payee:

Notice shall be deemed
given on the earlier of (i) actual receipt by the receiving party, (ii)
the date shown on a facsimile transmission confirmation, (iii) the date
on which an e-mail transmission was received by the receiving
party's on-line access provider (iv) the date reflected on a
signed delivery receipt, or (v) two (2) business days following tender
of delivery or dispatch by express mail or delivery service.

8.    Construction. This Note shall be construed and
enforced in accordance with the domestic, internal law, but not the law
of conflict of laws, of the State of New York.

9.    Severability. Any provision contained in this Note
which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.

IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed as of the date
first above written.


		BANK STREET TELECOM
FUNDING
CORP.





		By: ______________________________





		Name:
Title:




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