Exhibit
10.7

REGISTRATION RIGHTS AGREEMENT

This registration rights agreement (this
"Agreement") is entered into as of the
             day of                             ,
2005, by and among Bank Street Telecom Funding Corp., a Delaware
corporation (the "COMPANY") and each of the
undersigned parties listed under Initial Stockholders on the signature
page hereto (each, an "INITIAL STOCKHOLDER"
and collectively, the "INITIAL
STOCKHOLDERS").

WHEREAS, the Initial
Stockholders, collectively, hold all of the issued and outstanding
securities of the Company as of the date hereof;

WHEREAS, the Initial Stockholders and the Company
desire to enter into this Agreement to provide the Initial Stockholders
with certain rights relating to the registration of shares of Common
Stock (as defined below) held by them;

NOW,
THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.    DEFINITIONS.    The following
capitalized terms used herein have the following meanings:

"AGREEMENT" means this
Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.

"BUSINESS
COMBINATION" means the acquisition by the Company,
whether by merger, capital stock exchange, asset acquisition, stock
purchase or other business combination transaction, of one or more
operating businesses in the communications industry, having,
collectively, a fair market value (as calculated in accordance with the
Company's Amended and Restated Certificate of Incorporation)
equal to at least 80% of the Company's net assets at the
time of such acquisition.

"BSM" means
BSTFC Management LLC.

"BSM Demand
Registration" is defined in Section 2.1.2.

"BSM Shares" means any Registrable
Securities owned or held by BSM, including any Registrable Securities
subject to any agreement to purchase or sell Registrable
Securities.

"BUSINESS
DAY" means any day, except a Saturday, Sunday or
legal holiday on which the banking institutions in the City of New York
are authorized or obligated by law or executive order to close.

"COMMISSION" means the
Securities and Exchange Commission, or such successor federal agency or
agencies as may be established in lieu thereof.

"COMMON STOCK" means the
common stock, par value $0.0001 per share, of the Company.

"COMPANY" is defined in the
preamble to this Agreement.

"DEMAND
REGISTRATION" is defined in Section 2.1.1.

"DEMANDING HOLDER" is
defined in Section 2.1.1.

"EXCHANGE
ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.

"FORM S-3"
is defined in Section 2.3.

"INDEMNIFIED
PARTY" is defined in Section 4.3.

"INDEMNIFYING PARTY" is
defined in Section 4.3.

"INITIAL
STOCKHOLDER" is defined in the preamble to this
Agreement.

"INITIAL STOCKHOLDER INDEMNIFIED
PARTY" is defined in Section 4.1.








"MAXIMUM NUMBER OF
SHARES" is defined in Section 2.1.5.

"NOTICES" is defined in
Section 6.2.

"PIGGY-BACK
REGISTRATION" is defined in Section 2.2.1.

"PROSPECTUS" means a
prospectus relating to a Registration Statement, as amended or
supplemented, and all materials incorporated by reference in such
Prospectus.

"REGISTER,"
"REGISTERED" and
"REGISTRATION" mean a
registration effected by preparing and filing a registration statement
or similar document under the Securities Act and such registration
statement becoming effective.

"REGISTRABLE
SECURITIES" mean all of the shares of Common Stock
(including common stock issuable upon exercise of warrants) now owned
or held or acquired after the date hereof by Initial Stockholders or
their successors or assigns. Registrable Securities include any
warrants, shares of capital stock or other securities of the Company
issued as a dividend or other distribution with respect to or in
exchange for or in replacement of such shares of Common Stock. As to
any particular Registrable Securities, such securities shall cease to
be Registrable Securities when: (a) a Registration Statement with
respect to the sale of such securities shall have become effective
under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such
Registration Statement; (b) such securities shall have been otherwise
transferred, new certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company and
subsequent public distribution of them shall not require registration
under the Securities Act; (c) such securities shall have ceased to be
outstanding; or (d) the Securities and Exchange Commission makes a
definitive determination to the Company that the Registrable Securities
are saleable under Rule 144(k).

"REGISTRATION STATEMENT"
means a registration statement filed by the Company with the Commission
in compliance with the Securities Act and the rules and regulations
promulgated thereunder for a public offering and sale of Common Stock
(other than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of another
entity or to register shares issued in connection with an acquisition
or a bona fide business transaction).

"RELEASE DATE" means the
date that is six months after the consummation of a Business
Combination.

"SECURITIES
ACT" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated
thereunder.

"UNDERWRITER" means a
securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer's
market-making activities.

2.    REGISTRATION
RIGHTS.

2.1.    Demand
Registration.

2.1.1.    General Request for
Registration.    At any time and from time to time on or after
the Release Date, the holders of a majority in interest of the
Registrable Securities (including any BSM Shares) held by the Initial
Stockholders or the transferees of the Registrable Securities may make
a written demand for registration under the Securities Act of all or
part of their Registrable Securities (a "DEMAND
REGISTRATION"). Any demand for a Demand Registration shall
specify the number of Registrable Securities proposed to be sold and
the intended method(s) of distribution thereof. The Company will notify
all holders of Registrable Securities of any demand pursuant to this
Section 2.1.1, or pursuant to Section 2.1.2 below, as the case may be,
within ten (10) Business Days, and each holder of Registrable
Securities who wishes to include all or a portion of such
holder's Registrable Securities in such Demand Registration (each
such holder including shares of Registrable Securities in such Demand
Registration, a "DEMANDING
HOLDER") shall so notify the Company within ten
(10) Business Days after the receipt by the holder of the notice from
the Company. Upon any such request, the Demanding Holders shall be
entitled to have their Registrable Securities 

2









included in the Demand Registration subject to
Section 2.1.5 and the provisions set forth in Section 3.1.1. The
Company shall not be obligated to effect more than an aggregate of
three (3) Demand Registrations under this Section 2.1.1 in respect of
Registrable Securities; provided, however, that the number of Demand
Registrations permitted hereby shall be reduced by the number of BSM
Demand Registrations effected by the Company pursuant to Section 2.1.2
below.

2.1.2.    BSM Request for
Registration.    At any time and from time to time on or after
the Release Date, BSM may make a written demand for registration under
the Securities Act of all or part of the BSM Shares (a
"BSM Demand Registration"). Any demand for a
BSM Demand Registration shall specify the number of BSM Shares proposed
to be sold and the intended method(s) of distribution thereof. The
Company shall not be obligated to effect more than an aggregate of
three (3) BSM Demand Registrations under this Section 2.1.2; provided,
however, that the number of BSM Demand Registrations permitted hereby
shall be reduced by the number of Demand Registrations effected by the
Company pursuant to Section 2.1.1 above.

2.1.3.    Effective Registration.    A
registration will not count as a Demand Registration or a BSM Demand
Registration, as the case may be, until the Registration Statement
filed with the Commission with respect to such Demand Registration or
BSM Demand Registration, as the case may be, has been declared
effective and the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if,
after such Registration Statement has been declared effective, the
offering of Registrable Securities pursuant to a Demand Registration or
BSM Shares pursuant to a BSM Demand Registration is interfered with by
any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect
to such Demand Registration or BSM Demand Registration will be deemed
not to have been declared effective, unless and until, (i) such stop
order or injunction is removed, rescinded or otherwise terminated, and
(ii) with respect to a Demand Registration, a majority-in-interest of
the Demanding Holders thereafter elect to continue the offering, or
with respect to a BSM Demand Registration, BSM thereafter elects to
continue the offering; provided, further, that the Company shall not be
obligated to file a second Registration Statement until any such
Registration Statement that has been filed is counted as a Demand
Registration or a BSM Demand Registration, as the case may be, or is
terminated.

2.1.4.    Underwritten
Offering.    If a majority-in- interest of the Demanding Holders
so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, or if BSM elects and advises
the Company as part of its written demand for a BSM Demand
Registration, the offering of such Registrable Securities pursuant to
such Demand Registration or a BSM Demand Registration shall be in the
form of an underwritten offering. In each such case, the right of any
holder to include such holder's Registrable Securities in such
registration shall be conditioned upon such holder's
participation in such underwriting on the terms required by the
Underwriter, including, without limitation, execution of custody
agreements, power of attorney and lock-ups, and the inclusion of such
holder's Registrable Securities in the underwriting to the extent
provided herein. All Demanding Holders who propose to distribute their
Registrable Securities through such an underwriting shall enter into an
underwriting agreement in customary form with the Underwriter or
Underwriters selected for such underwriting by a majority-in-interest
of the holders initiating the Demand Registration and shall be
responsible for satisfying any closing conditions relevant to such
holder. If BSM proposes to distribute Registrable Securities through an
underwriting, BSM shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected by BSM,
provided that such Underwriter or Underwriters is acceptable to the
Company.

2.1.5.    Reduction of
Offering.    If the managing Underwriter or Underwriters for a
Demand Registration or BSM Demand Registration that is to be an
underwritten offering advises the Company and the Demanding Holders or
BSM in writing that the dollar amount or number of shares of
Registrable Securities that the Demanding Holders or BSM desire to
sell, taken together with all other shares of Common Stock or other
securities that the Company desires to sell and the shares of Common
Stock, if any, as to which registration has been requested pursuant to
written contractual piggy-back registration rights held by other
holders of the Company's securities who desire to sell


3









securities, exceeds the maximum dollar amount
or maximum number of shares that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of shares, as applicable,
the "MAXIMUM NUMBER OF SHARES"), then the
Company shall include in such registration:

			
		(i) 	first, in the case of a Demand Registration, the
Registrable Securities as to which the Demand Registration has been
requested that can be sold without exceeding the Maximum Number of
Shares (all pro rata in accordance with the number of shares of
Registrable Securities beneficially held by any holder participating in
the Offering) and in the case of a BSM Demand Registration, the BSM
Shares requested to be included in such registration that can be sold
without exceeding the Maximum Number of Shares, including, in either
case any shares to be sold pursuant to piggy back registration rights
under Section 2.2.1 of this Agreement;


			
		(ii) 	second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (i), the shares
of Common Stock or other Securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares;


			
		(iii) 	third, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (i) and (ii),
the shares of Common Stock for the account of other persons that the
Company is obligated to register pursuant to written contractual
arrangements with such persons and that can be sold without exceeding
the Maximum Number of Shares; and


			
		(iv) 	fourth, to
the extent that the Maximum Number of Shares have not been reached
under the foregoing clauses (i), (ii) and (iii), the shares of Common
Stock that other stockholders desire to sell that can be sold without
exceeding the Maximum Number of Shares.


2.1.6.    Withdrawal.    In the case of a Demand
Registration, if any of the Demanding Holders disapprove of the terms
of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority in-interest of
the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the Underwriter or
Underwriters of their request to withdraw prior to the effectiveness of
the Registration Statement filed with the Commission with respect to
such Demand Registration. In the case of a BSM Demand Registration, if
BSM disapproves of the terms of any Underwriting or is not entitled to
include all of the BSM Shares in any offering, BSM may elect to
withdraw from such offering by giving written notice to the Company and
the Underwriter or Underwriters of their request to withdraw prior to
the effectiveness of the Registration Statement filed with the
Commission with respect to the BSM Demand Registration. In such event,
the Company need not seek effectiveness of such Registration Statement
for the benefit of other Initial Stockholders. If the
majority-in-interest of the Demanding Holders in the case of Demand
Registration or BSM in the case of a BSM Demand Registration withdraws
from a proposed offering relating to a Demand Registration then such
registration shall not count as a Demand Registration provided for in
Sections 2.1.1 and 2.1.2.

2.2.    Piggy-Back
Registration.

2.2.1.    Piggy-Back
Rights.    If at any time on or after the Release Date the
Company proposes to file by Registration Statement with respect to a
specific offering of equity securities or securities or other
obligations exercisable or exchangeable for or convertible into equity
securities, other than a Registration Statement (i) in connection with
a transaction contemplated by Rule 145(a) promulgated under the
Securities Act, (ii) on Form S-8, (iii) for an exchange offer or
offering of securities solely to the Company's existing
Stockholders, (iv) for an offering of debt that is convertible into the
equity securities of the Company, (v) for a dividend reinvestment plan,
or (vi) solely in connection with a merger, consolidation or
non-capital raising bona fide business transaction, then the Company
shall (a) give written notice of such proposed filing to the holders of
Registrable Securities as soon as practicable but in no event less than
fifteen (15) Business Days before the printing of any red herring (or
similar prospectus) with respect thereto, which notice shall describe
the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the 

4









name of the proposed managing Underwriter or
Underwriters, if any, of the offering, and (b) offer to the holders of
Registrable Securities in such notice the opportunity to register such
number of Registrable Securities as such holders may request in writing
within ten (10) Business Days following receipt of such notice (a
"PIGGY-BACK REGISTRATION"). The Company shall
cause such Registrable Securities to be included in such registration
and shall use commercially reasonable efforts to cause the managing
Underwriter or Underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a
Piggy-Back Registration to be included on the same terms and conditions
as any similar securities of the Company and to permit the sale or
other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable
Securities who propose to distribute securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter
into an underwriting agreement in customary form and agree to other
customary terms, including as to power of attorney, custody agreements
and lock up) with the Underwriter or Underwriters selected for such
Piggy-Back Registration.

2.2.2.    Reduction of
Offering.    If the managing Underwriter or Underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises
the Company and the holders of Registrable Securities in writing that
the dollar amount or number of shares of Common Stock that the Company
desires to sell, taken together with shares of Common Stock, if any, as
to which registration has been demanded pursuant to written contractual
arrangements with persons other than the holders of Registrable
Securities hereunder, the Registrable Securities as to which
registration has been requested under this Section 2.2, and the shares
of Common Stock, if any, as to which registration has been requested
pursuant to the written contractual piggy-back registration rights of
other shareholders of the Company, exceeds the Maximum Number of
Shares, then the Company shall include in any such registration:

			
		(i) 	first, the shares of Common Stock or other
securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares together with the Registrable
Securities as to which registration has been requested and any other
shares of Common Stock or other securities as to which registration has
been requested pursuant to the Purchase Option (pro rata in accordance
with the number of shares which each such person has actually requested
to be included in such registration that can be sold without exceeding
the Maximum Number of Shares),


			
		(ii) 	second, to
the extent that the Maximum Number of Shares has not been reached under
the foregoing clause (i), the shares of Common Stock, if any, as to
which registration has been requested pursuant to written contractual
piggy-back registration rights which other shareholders desire to sell
that can be sold without exceeding the Maximum Number of Shares,
and


			
		(iii) 	third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the shares of Common Stock, if any, that other stockholders
desire to sell that can be sold without exceeding the Maximum Number of
Shares.


2.2.3.    Withdrawal.    Any holder
of Registrable Securities may elect to withdraw such holder's
request for inclusion of Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to
withdraw prior to the effectiveness of the Registration
Statement[; provided, that no withdrawal shall be permitted after
red herring prospectuses (or similar prospectuses) are printed without
the consent of the Company, which consent shall not be unreasonably
withheld.] The Company may also elect to withdraw a registration
statement at any time prior to the effectiveness of the Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay
all expenses incurred by the holders of Registrable Securities in
connection with such Piggy-Back Registration as provided in Section
3.3.

2.3.    Registrations on Form S-3    The
holders of Registrable Securities may at any time and from time to time
after the Release Date, request in writing that the Company register
the resale of any or all of such Registrable Securities on Form S-3 or
any similar short-form registration that may be available at such time
("FORM S-3"); provided, however, that: (a)
Form S-3 is available for such 

5









offering, (b) the Company shall not be
obligated to effect such request through an underwritten offering and
(c) the Company shall not be obligated to effect such a request if the
Company has within the preceding twelve (12) month period effected a
registration on Form S-3. Upon receipt of such written request, the
Company will promptly give written notice of the proposed registration
to all other holders of Registrable Securities and, as soon as
practicable thereafter, effect the registration of all or such portion
of such holder's or holders' Registrable Securities, as the
case may be, as are specified in such request, together with all or
such portion of the Registrable Securities of any other holder or
holders joining in such request as are specified in a written request
given within five (5) Business Days after receipt of such written
notice from the Company; provided, however, that the Company shall not
be obligated to effect any such registration pursuant to this Section
2.3: (i) if Form S-3 is not available for such offering; or (ii) if the
holders of the Registrable Securities, together with the holders of any
other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other
securities (if any) at any aggregate price to the public of less than
$500,000. Registrations effected pursuant to this Section 2.3 shall not
be counted as Demand Registrations or BSM Demand Registrations effected
pursuant to Section 2.1.

3.    REGISTRATION
PROCEDURES.

3.1.    Filings;
Information.    Whenever the Company is required to effect the
registration of any Registrable Securities pursuant to Section 2, the
Company shall use commercially reasonable efforts to effect the
registration and sale of such Registrable Securities in accordance with
the intended method(s) of distribution thereof as expeditiously as
practicable, and in connection with any such request:

3.1.1.    Filing Registration Statement.    The
Company shall, within sixty (60) days after receipt of a request for a
Demand Registration pursuant to Section 2.1, prepare and file with the
Commission a Registration Statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate
and which form shall be available for the sale of all Registrable
Securities to be registered thereunder in accordance with the intended
method(s) of distribution thereof, and shall use commercially
reasonable efforts to cause such Registration Statement to become and
remain effective for the period required by Section 3.1.3; provided,
however, that the Company shall have the right to defer any Demand
Registration for up to ninety (90) days, and any Piggy-Back
Registration for such period as may be applicable to deferment of any
demand registration to which such Piggy-Back Registration relates, in
each case if the Company shall furnish to the holders a certificate
signed by the Chief Executive Officer or Chief Financial Officer of the
Company stating that, in the good faith judgment of the Board of
Directors of the Company, it would be detrimental to the Company and
its shareholders for such Registration Statement to be effected at such
time; provided further, however, that the Company shall not have the
right to exercise the right set forth in the immediately preceding
proviso more than twice in any 365-day period in respect of a Demand
Registration hereunder.

3.1.2.    Copies.    The Company shall, prior to
filing a Registration Statement or Prospectus, or any amendment or
supplement thereto, furnish without charge to the holders of
Registrable Securities included in such registration, and such
holders' legal counsel, copies of such Registration Statement as
proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the Prospectus included
in such Registration Statement (including each preliminary Prospectus),
and such other documents as the holders of Registrable Securities
included in such registration or legal counsel for any such holders may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such holders.

3.1.3.    Amendments and Supplements.    The
Company shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements to such
Registration Statement and the Prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective and
in compliance with the provisions of the Securities Act until all
Registrable Securities, and all other securities covered by such
Registration Statement, have been disposed of in accordance with the
intended method(s) of distribution set forth in such Registration


6









Statement (which period shall not exceed the
sum of one hundred eighty (180) days plus any period during which any
such disposition is interfered with by any stop order or injunction of
the Commission or any governmental agency or court) or such securities
have been withdrawn.

3.1.4.    Notification.    After the filing of a
Registration Statement, the Company shall promptly, and in no event
more than five (5) Business Days after such filing, notify the holders
of Registrable Securities included in such Registration Statement of
such filing, and shall further notify such holders promptly and confirm
such advice in writing in all events within two (2) Business Days of
the occurrence of any of the following: (i) when such Registration
Statement becomes effective; (ii) when any post-effective amendment to
such Registration Statement becomes effective; (iii) the issuance or
threatened issuance by the Commission of any stop order (and the
Company shall take all actions required to prevent the entry of such
stop order or to remove it if entered); and (iv) any request by the
Commission for any amendment or supplement to such Registration
Statement or any Prospectus relating thereto or for additional
information or of the occurrence of an event requiring the preparation
of a supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such
Registration Statement, such Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the holders of
Registrable Securities included in such Registration Statement any such
supplement or amendment; except that before filing with the Commission
a Registration Statement or Prospectus or any amendment or supplement
thereto, including documents incorporated by reference, the Company
shall furnish to the holders of Registrable Securities included in such
Registration Statement and to the legal counsel for any such holders,
copies of all such documents proposed to be filed sufficiently in
advance of filing to provide such holders and legal counsel with a
reasonable opportunity to review such documents and comment thereon,
and the Company shall not file any Registration Statement or Prospectus
or amendment or supplement thereto, including documents incorporated by
reference, to which such holders or their legal counsel shall
reasonably object.

3.1.5.    State Securities Laws
Compliance.    The Company shall use commercially reasonable
efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or
"blue sky" laws of such jurisdictions in the
United States as the holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to cause
such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other federal or state authorities
as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary
or advisable to enable the holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such
Registrable Securities in such jurisdictions; provided, however, that
in no event shall the Company be required to register the Registrable
Securities in a jurisdiction in which such registration would cause (i)
the Company to be obligated to qualify to do business in any such
jurisdiction, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction, (ii) the principal
stockholders of the Company to be obligated to escrow their shares of
capital stock of the Company (except to the extent such shares are
already subject to an escrow in such jurisdiction), or (iii) the
Company to incur significant costs with respect to the number of shares
to be sold.

3.1.6.    Agreements for
Disposition.    The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form)
and take such other actions as are reasonably required in order to
expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for
the benefit of the holders of Registrable Securities included in such
registration statement. No holder of Registrable Securities included in
such registration statement shall be required to make any
representations or warranties in the underwriting agreement except as
reasonably requested by the Company or as required by the Underwriters
and customary for similar transactions. Holders of Registrable
Securities shall agree to such covenants and 

7









indemnification and contribution obligations
for selling stockholders as are customarily contained in agreements of
that type. Further, such holders shall cooperate fully in the
preparation of the registration statement and other documents relating
to any offering in which they include securities pursuant to Section 2
hereof. Each holder shall also furnish to the Company such information
regarding itself, the Registrable Securities held by such holder, and
the intended method of disposition of such securities as shall be
reasonably required to effect the registration of the Registrable
Securities.

3.1.7.    Cooperation.    Management of the
Company shall cooperate in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the
preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and
participation in customary meetings with Underwriters, attorneys,
accountants and potential investors.

3.1.8.    Records.    The Company shall make
available for inspection by the holders of Registrable Securities
included in such Registration Statement, any Underwriter participating
in any disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any holder of
Registrable Securities included in such Registration Statement or any
Underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, as shall be necessary to
enable them to exercise their due diligence responsibility, and cause
the Company's officers, directors and employees to supply all
information reasonably requested by any of them in connection with such
Registration Statement.

3.1.9.    Opinions and
Comfort Letters.    The Company shall furnish to each holder of
Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to
the Company delivered to any Underwriter and (ii) any comfort letter
from the Company's independent public accountants delivered to
any Underwriter. In the event no legal opinion is delivered to any
Underwriter, the Company shall furnish to each holder of Registrable
Securities included in such Registration Statement, at any time that
such holder elects to use a Prospectus, an opinion of counsel to the
Company to the effect that the Registration Statement containing such
Prospectus has been declared effective and that no stop order is in
effect.

3.1.10.    Earnings Statement.    The
Company shall comply with all applicable rules and regulations of the
Commission and the Securities Act, and make available to its
shareholders, as soon as practicable, an earnings statement covering a
period of twelve (12) months, beginning within six (6) months after the
effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder.

3.1.11.    Listing.    The Company shall use
commercially reasonable efforts to cause all Registrable Securities
included in any registration to be listed on such exchanges or
otherwise designated for trading in the same manner as similar
securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner
satisfactory to the holders of a majority of the Registrable Securities
that are included in such registration.

3.2.    Obligation to Suspend
Distribution.    Upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to
Section 2.3 hereof, upon any suspension by the Company, pursuant to a
written insider trading compliance program adopted by the
Company's Board of Directors, of the ability of all
"insiders" covered by such program to
transact in the Company's securities because of the existence of
material non-public information, each holder of Registrable Securities
included in any registration shall immediately discontinue disposition
of such Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such holder receives the
supplemented or amended Prospectus contemplated by Section 3.1.4(iv) or
the restriction on the ability of "insiders"
to transact in the Company's securities is removed, as
applicable, and, if so directed by the Company, each such holder will
deliver to the Company all copies, other than permanent file copies
then in such holder's possession, of the most recent Prospectus
covering such Registrable Securities at the time of receipt of such
notice.

8








3.3.    Registration
Expenses.    The Company shall bear all costs and expenses
incurred in connection with any Demand Registration pursuant to Section
2.1, any Piggy-Back Registration pursuant to Section 2.2, and any
registration on Form S-3 effected pursuant to Section 2.3, and all
expenses incurred in performing or complying with its other obligations
under this Agreement, whether or not the Registration Statement becomes
effective, including, without limitation: (i) all registration and
filing fees; (ii) fees and expenses of compliance with securities or
"blue sky" laws (including fees and
disbursements of counsel in connection with blue sky qualifications of
the Registrable Securities); (iii) all printing, word processing,
duplicating, telephone, facsimile, messenger and delivery expenses;
(iv) the Company's internal expenses (including, without
limitation, all salaries and expenses of its officers and employees);
(v) the fees and expenses incurred in connection with the listing of
the Registrable Securities, as required by Section 3.1.11; (vi)
National Association of Securities Dealers, Inc. fees; (vii) fees and
disbursements of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company
(including the expenses or costs associated with the delivery of any
opinions or comfort letters requested pursuant to Section 3.1.9);
(viii) the fees and expenses of any special experts retained by the
Company in connection with such registration; (ix) the fees and
expenses of one legal counsel selected by the holders of a
majority-in-interest of the Registrable Securities that are included in
such registration; (x) all fees and disbursements of the underwriters
(other than underwriting, discounts and commissions); (xi) all transfer
taxes and (xii) all expenses incurred in connection with promotional
efforts or "road shows" unless the
Underwriter agrees to pay such expenses. The Company shall have no
obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders
thereof, which underwriting discounts or selling commissions shall be
borne solely by such holders.

3.4.    Information.    The holders of
Registrable Securities shall provide such information as may reasonably
be requested by the Company, or the managing Underwriter, if any, in
connection with the preparation of any Registration Statement,
including amendments and supplements thereto, in order to effect the
registration of any Registrable Securities under the Securities Act
pursuant to Section 2 and in connection with the Company's
obligation to comply with federal and applicable state securities
laws.

3.5.    Holder Obligations.    No
holder of Registrable Securities may participate in any underwritten
offering pursuant to this Section 3 unless such holder (i) agrees to
sell only such holder's Registrable Securities on the basis
reasonably provided in any underwriting agreement, and (ii) completes,
executes and delivers any and all questionnaires, powers of attorney,
custody agreements, indemnities, underwriting agreements, lock-up
agreements and other documents reasonably required by or under the
terms of any underwriting agreement or as reasonably requested by the
Company.

4.    INDEMNIFICATION AND
CONTRIBUTION.

4.1.    Indemnification
by the Company.    The Company agrees to indemnify and hold
harmless each Initial Stockholder and each other holder of Registrable
Securities, and each of their respective officers, employees,
affiliates, directors, partners, members, attorneys and agents, and
each person, if any, who controls an Initial Stockholder and each other
holder of Registrable Securities (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) (each, a
"STOCKHOLDER INDEMNIFIED PARTY"), from and
against any expenses, losses, judgments, claims, damages or
liabilities, whether joint or several, arising out of or based upon any
untrue statement (or allegedly untrue statement) of a material fact
contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any
preliminary Prospectus, final Prospectus or summary Prospectus
contained in the Registration Statement, or any amendment or supplement
to such Registration Statement, or arising out of or based upon any
omission (or alleged omission) to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such expense, loss, claim, damage or
liability arises out of or is based upon any untrue statement or
allegedly untrue statement or omission or alleged omission made in such
Registration Statement, preliminary Prospectus, final Prospectus, or
summary Prospectus, or any such amendment or supplement, in reliance
upon and in conformity with information furnished to the Company, in
writing, by such selling holder expressly for 

9









use therein; provided, however, that the
foregoing indemnity shall not inure to the benefit of any holder (or to
the benefit of any person controlling such holder) from whom the person
asserting such losses, claims or liabilities purchased the Registrable
Securities, if a copy of the Prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such
holder to such person, if required by law so to have been delivered at
or prior to the written confirmation of the sale of the Registrable
Securities to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses,
claims, damages or liabilities, unless such failure is the result of
noncompliance by the Company with Section 3.1.3 hereof. The Company
also shall indemnify the Underwriter, their officers, employees,
affiliates, directors, partners, members, attorneys and agents, and
each person who controls the Underwriter on substantially the same
basis as that of the indemnification provided above in this Section
4.1.

4.2.    Indemnification by Holders of
Registrable Securities.    Each selling holder of Registrable
Securities will, with respect to any Registration Statement where
Registrable Securities were registered under the Securities Act,
indemnify and hold harmless the Company, each of its directors and
officers, each underwriter, if any, and each other person, if any, who
controls such selling holder, such underwriter or the Company (within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act), against any losses, claims, judgments, damages or
liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary Prospectus, final Prospectus
or summary Prospectus contained in the Registration Statement, or any
amendment or supplement to the Registration Statement, or arise out of
or are based upon any omission or the alleged omission to state a
material fact required to be stated therein or necessary to make the
statement therein not misleading, if the statement or omission was made
in reliance upon and in conformity with information furnished in
writing to the Company by such selling holder expressly for use
therein, and shall reimburse the Company, its directors and officers,
and each such controlling person for any legal or other expenses
reasonably incurred by any of them in connection with investigation or
defending any such loss, claim, damage, liability or action. Each
selling holder's indemnification obligations hereunder shall be
several and not joint and shall be limited to the amount of any net
proceeds actually received by such selling holder in connection with
the sale of the Registrable Securities by such selling holder pursuant
to the Registration Statement containing such untrue statement or
allegedly untrue statement.

4.3.    Conduct of
Indemnification Proceedings.    Promptly after receipt by any
person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section
4.1 or 4.2, such person (the "INDEMNIFIED
PARTY") shall, if a claim in respect thereof is to be made
against any other person for indemnification hereunder, promptly notify
such other person (the "INDEMNIFYING PARTY")
in writing of the loss, claim, judgment, damage, liability or action.
If the Indemnified Party is seeking indemnification with respect to any
claim or action brought against the Indemnified Party, then the
Indemnifying Party shall be entitled to participate in such claim or
action, and, to the extent that it elects jointly with all other
Indemnifying Parties, to assume control of the defense thereof with
counsel satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of such claim or action, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation.
In any such proceeding, the Indemnified Party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Party unless (i) the Indemnified
Party and the Indemnifying Party shall have mutually agreed to the
retention of such counsel, or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the
Indemnified Party and the Indemnifying Party and representation of both
parties by the same counsel would be inappropriate due to actual or
potential differing interest between them. The Indemnifying Party shall


10









not be liable for any settlement of any
proceeding effected without its written consent, but if settled with
such consent or there is a final judgment for the plaintiff, the
Indemnifying Party agrees to indemnify the Indemnified Party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an Indemnified
Party shall have requested an Indemnifying Party to reimburse the
Indemnified Party for fees and expenses of counsel as contemplated in
this Section 4.3, the Indemnifying Party agrees that it shall be liable
for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than thirty (30)
days after receipt by such Indemnifying Party of the aforesaid request,
and (ii) such Indemnifying Party shall not have reimbursed the
Indemnified Party in accordance with such request prior to the date of
such settlement (other than reimbursement for fees and expenses the
Indemnifying Party is contesting in good faith). No Indemnifying Party
shall, without the prior written consent of the Indemnified Party,
consent to entry of judgment or effect any settlement of any claim or
pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party
from all liability arising out of such claim or proceeding.

4.4.    Contribution.

4.4.1.    If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and
4.3 is unavailable to any Indemnified Party in respect of any loss,
claim, damage, liability or action referred to herein, then each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, claim, damage, liability or action in
such proportion as is appropriate to reflect the relative benefits
received by the Indemnified Parties on the one hand and the
Indemnifying Parties on the other from the offering. If, however, the
allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the Indemnified Party failed to give
the notice required under Section 4.3 above, then each Indemnifying
Party shall contribute to such amount paid or payable by such
Indemnified Party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the
Indemnified Parties on the one hand and the Indemnifying Parties on the
other in connection with the actions or omissions which resulted in
such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any
Indemnified Party and any Indemnifying Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by such
Indemnified Party or such Indemnifying Party and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

4.4.2.    The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to
in the immediately preceding Section 4.4.1. The amount paid or payable
by an Indemnified Party as a result of any loss, claim, damage,
liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses incurred by such Indemnified Party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no holder of
Registrable Securities shall be required to contribute any amount in
excess of the dollar amount of the net proceeds (after payment of any
underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise
to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.

11








5.    UNDERWRITING AND
DISTRIBUTION.

5.1.    Rule
144.    The Company covenants that it shall file any reports
required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable
Securities may reasonably request, all to the extent required from time
to time to enable such holders to sell Registrable Securities without
registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 under the Securities Act, or any
similar provision thereto, but not Rule 144A.

6.    MISCELLANEOUS.

6.1.    Assignment; No Third Party
Beneficiaries.    This Agreement and the rights, duties and
obligations of the Company hereunder may not be assigned or delegated
by the Company in whole or in part. This Agreement and the rights,
duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of
Registrable Securities in conjunction with and to the extent of any
permitted transfer of Registrable Securities by any such holder in
accordance with applicable law. This Agreement and the provisions
hereof shall be binding upon and shall inure to the benefit of each of
the parties and their respective successors and the permitted assigns
of the Initial Stockholder or holder of Registrable Securities or of
any assignee of the Initial Stockholder or holder of Registrable
Securities. This Agreement is not intended to confer any rights or
benefits on any persons that are not party hereto other than as
expressly set forth in Section 4 and this Section 6.1.

6.2.    Notices.    All notices, demands,
requests, consents, approvals or other communications (collectively,
"NOTICES") required or permitted to be given
hereunder or which are given with respect to this Agreement shall be in
writing and shall be personally served, delivered by reputable air
courier service with charges prepaid, or transmitted by hand delivery,
telegram, telex or facsimile, addressed as set forth below, or to such
other address as such party shall have specified most recently by
written notice provided in accordance with this Section 6.2. Notice
shall be deemed given on the date of service or transmission if
personally served or transmitted by telegram, telex or facsimile;
provided, that if such service or transmission is not on a Business Day
or is after normal business hours, then such notice shall be deemed
given on the next Business Day. Notice otherwise sent as provided
herein shall be deemed given on the next Business Day following timely
delivery of such notice to a reputable air courier service with an
order for next-day delivery.

To the Company:

Bank Street Telecom Funding Corp.
 One Landmark Square,
18th Floor
 Stamford, CT06901
 Facsimile: (203) 252-2810

Attention: Chief Executive Officer

with a copy to:

Fried, Frank, Harris, Shriver & Jacobson LLP
 One
New York Plaza
 New York, NY10004
 Facsimile: (212)
859-4000
 Attention: Stuart Gelfond

To a
Stockholder, to the address set forth below such Stockholder's
name on the signature pages hereof.

6.3.    Severability.    This Agreement shall be
deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the
parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and
enforceable.

12








6.4.    Counterparts.    This
Agreement may be executed in multiple counterparts, each of which shall
be deemed an original, and all of which taken together shall constitute
one and the same instrument.

6.5.    Entire
Agreement.    This Agreement (including all agreements entered
into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements, representations, understandings,
negotiations and discussions between the parties, whether oral or
written.

6.6.    Modifications and
Amendments.    No amendment, modification or termination of this
Agreement shall be binding upon any party unless executed in writing by
such party.

6.7.    Titles and
Headings.    Titles and headings of sections of this Agreement
are for convenience only and shall not affect the construction of any
provision of this Agreement.

6.8.    Waivers and
Extensions.    Any party to this Agreement may waive any right,
breach or default which such party has the right to waive, provided,
that such waiver will not be effective against the waiving party unless
it is in writing, is signed by such party, and specifically refers to
this Agreement. Waivers may be made in advance or after the right
waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or
provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof nor of any other agreement or provision
herein contained. No waiver or extension of time for performance of any
obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.

6.9.    Remedies Cumulative.    In the event that
the Company fails to observe or perform any covenant or agreement to be
observed or performed under this Agreement, the Initial Stockholder or
any other holder of Registrable Securities may proceed to protect and
enforce its rights by suit in equity or action at law, whether for
specific performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the
exercise of any power granted in this Agreement or to enforce any other
legal or equitable right, or to take any one or more of such actions,
without being required to post a bond. None of the rights, powers or
remedies conferred under this Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative and in
addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute
or otherwise.

6.10.    Governing Law.    This
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. The Company and the holders of the
Registrable Securities irrevocably and unconditionally submit to the
exclusive jurisdiction of the United States District Court for the
Southern District of New York or, if such court does not have
jurisdiction, the New York State Supreme Court in the Borough of
Manhattan, in any action arising out of or relating to this Agreement,
agree that all claims in respect of the action may be heard and
determined in any such court and agree not to bring any action arising
out of or relating to this Agreement in any other court. In any action,
the Company and the holders of the Registrable Securities irrevocably
and unconditionally waive and agree not to assert by way of motion, as
a defense or otherwise any claims that it is not subject to the
jurisdiction of the above court, that such action is brought in an
inconvenient forum or that the venue of such action is improper.
Without limiting the foregoing, the Company and the holders of the
Registrable Securities agree that service of process at each parties
respective addresses as provided for in Section 6.2 above shall be
deemed effective service of process on such party.

6.11.    Waiver of Trial by Jury.    Each party
hereby irrevocably and unconditionally waives the right to a trial by
jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or
relating to this Agreement, the 

13









transactions contemplated hereby, or the
actions of the Initial Stockholder in the negotiation, administration,
performance or enforcement hereof.

6.12.    No
Inconsistent Agreements.    The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the Initial
Stockholders in this Agreement or otherwise conflicts with the
provisions hereof, other than any customary lock-up agreement with the
underwriters in connection with any offering effected hereunder,
pursuant to which the Company shall agree not to register for sale, and
the Company shall agree not to sell or otherwise dispose of, Common
Stock or any securities convertible into or exercisable or exchangeable
for Common Stock, for a specified period (not to exceed 180 days)
following such offering.

6.13.    Adjustments.    At the request of the
majority-in interest of the Registrable Securities, in the event of any
change in the capitalization of the Company as a result of any stock
split, stock dividend, reverse split, combination, recapitalization,
merger, consolidation, or otherwise, the provisions of this Agreement
shall be appropriately adjusted. The Company agrees that it shall not
effect or permit to occur any combination or subdivision of shares
which would adversely affect the ability of the Initial Stockholders to
include any Registrable Securities in any registration contemplated by
this Agreement or the marketability of such Registrable Securities in
any such registration.

6.14.    Changes in
Law.    The parties hereby agree that to the extent there are
changes in law that affect the rights of holders of Registrable
Securities, the parties will act in good faith to revise this Agreement
as necessary or desirable to provide the benefit intended as of the
date this Agreement is entered into.

[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]

14








In witness whereof, the parties have
caused this Registration Rights Agreement to be executed and delivered
by their duly authorized representatives as of the date first written
above.


		BANK STREET TELECOM FUNDING
CORP.





		By:
                                                                    





		Name:
 Title:





		INITIAL
STOCKHOLDERS:





		By:
                                                                    





		[ADDRESS]





		By:
                                                                    





		[ADDRESS]




15