Exhibit
        10.3

      EMPLOYMENT
        AGREEMENT

       

      EMPLOYMENT
        AGREEMENT (this “Agreement”), dated December 12, 2007 (the “Effective Date’), is
        entered into by and between Berliner Communications, Inc. (the “Company”), a
        Delaware corporation, with its principal place of business at 20 Bushes Lane,
        Elmwood Park, New Jersey 07407, and Michael S. Guerriero (the “Employee”), an
        individual residing at ________________________________.
        

      


      W
        I T
        N E S S E T H:

      


      WHEREAS,
        The
        Company desires to secure the services and employment of the Employee on
        behalf
        of the Company and its wholly owned subsidiary, BCI Communications, Inc.
        (“BCI”)
        and Employee desires to be employed with the Company upon the terms and
        conditions hereinafter set forth.

      


      WHEREAS,
        Employee is willing to serve as Chief Operating Officer of the Company and
        BCI,
        and the Company desires to retain Employee in that capacity upon the terms
        and
        conditions herein set forth.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and promises contained
        herein and intending to be legally bound hereby, the parties hereto agree
        as
        follows:

      


      Section
        1. Term
        of Employment.
        The
        Employee's employment under this Agreement shall commence as of the Effective
        Date and, subject to earlier termination pursuant to Section 5 of this Agreement
        below, shall continue until June 30, 2009 (the “Employment Term”); provided
        however, that the Employment Term shall be automatically extended for an
        additional year unless written notice of non-extension is provided by either
        party to the other party at least 90 days prior to the expiration of the
        Employment Term. 

      


      Section
        2. Position
        and Duties.
        During
        the Employment Term, the Employee shall serve as Chief Operating Officer
        (“COO”)
        of the Company and shall report to the Chief Executive Officer. Employee
        shall
        have such powers and duties as are commensurate with such position and as
        may be
        conferred upon him from time to time by Chief Executive Officer or the Board
        of
        Directors of the Company (the “Board”). During the Employment Term, the Employee
        shall use his best efforts to faithfully perform the duties of COO and shall
        devote all of his business time, attention, skill and efforts exclusively
        to the
        business and affairs of the Company, its subsidiaries and affiliates and
        the
        Employee agrees that he shall abide by all applicable policies of the Company.
        

      


      
        
          
          

        

        
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      Section
        3. Compensation.
        

      


      (a) Salary.
        For the performance of Employee’s duties hereunder during the Employment Term,
        Employee shall receive an annualized base salary of $225,000.00 (the “Base
        Salary”) less normal deductions and withholdings. The salary payments shall be
        made in accordance with the Company’s standard payroll practices. Employee’s
        Base Salary shall be reviewed at least annually by the Chief Executive Officer
        and the Board of Directors for consideration of appropriate merit based
        increases.

       

      (b) Incentive
        Compensation. The Employee shall be entitled to participate in all compensation
        and employee benefit plans or programs (“plans and programs”), subject to the
        terms and conditions of the plans and programs, that are offered to all salaried
        employees of the Company, including, without limitation, incentive compensation,
        bonus, group hospitalization, health, dental care, or other insurance, stock
        purchase, restricted stock and stock option plans. Employee shall be eligible
        for a cash bonus at the end of each fiscal year pursuant to the executive
        compensation program established by the Compensation Committee for such year.
        Employee’s fiscal 2008 cash bonus will be based on the following
        factors:

      


      
        	 	
                ·

              	
                The
                  financial performance of the Company, measured by the Company’s revenue,
                  gross margin and EBITDA for the fiscal year;
                  and

              


      

      
        	 	
                ·

              	
                The
                  Employee’s personal performance, measured by the financial performance of
                  the Company’s branch offices, customer satisfaction, and executive
                  management and development.

              


      

      


      In
        addition, Employee will have the opportunity to earn stock options as part
        of
        his fiscal 2008 bonus program at the rate of 20,000 stock options for each
        $1
        million in EBITDA achieved by the Company, with no stock options awarded
        unless
        the Company achieves $3.5 million in EBITDA for the fiscal year.

      


      (c) Premiums/Contributions. During
        the Employment Term, the Employee shall be entitled to participate in all
        medical and dental health plans and programs at no cost to the
        Employee.

      


      (d) Vacation
        and Sick Leave. During the Employment Term, the Employee shall be entitled
        to
        vacation and sick leave in accordance with Company policies and
        procedures.

      


      (e) Car
        Allowance. During the Employment Term, the Employee shall be entitled to
        an
        annual car allowance in the amount of $7,200.00, which will be payable on
        a
        pro-rata basis in association with the regular payroll schedule and subject
        to
        normal payroll deductions and withholdings.

      


      Section
        4. Business
        Expenses.
        The
        Company shall pay or reimburse the Employee for all reasonable travel or
        other
        out-of-pocket expenses actually incurred by the Employee in connection with
        the
        performance of his duties and obligations under this Agreement. The Employee
        shall submit proof of such expenses in accordance with such policies and
        procedures as the Company may from time to time establish for
        employees.

       

      
        
          
          

        

        
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      Section
        5. Effect
        of Termination of Employment.
        The
        terms and conditions of this Agreement shall automatically terminate at the
        end
        of the Employment Term, or earlier, based on the following
        circumstances:

      


      (a) Without
        “Cause”. Notwithstanding any provisions of this Agreement to the contrary, the
        Company may terminate the Employee’s employment hereunder for any reason or for
        no reason, at any time during the Employment Term, effective upon delivery
        of
        two (2) days notice by the Company. In the event the Employee's employment
        terminates during the Employment Term, due to a Without Cause Termination
        (as
        hereinafter defined), the Employee, in exchange for a complete release and
        waiver, releasing the Company of any and all legal claims or potential legal
        claims, shall receive an amount equal to the Base Salary then in effect for
        twelve (12) months (the “Severance Period”) plus (i) any Base Salary already
        earned and accrued under this Agreement prior to the effective date of
        termination; (ii) reimbursement under this Agreement for expenses pursuant
        to
        Section 4 incurred prior to the effective date of termination; and (iii)
        all
        vested benefits under the Company’s plans and programs, subject to the terms of
        such plans and programs (together, the “Severance Payments”). The Severance
        Payments will be made, at the Company’s option, in a lump sum or ratably over
        the Severance Period, with such determination made by the Company within
        seven
        (7) days after receipt of the executed release and waiver. The Employee agrees
        and acknowledges that he shall be entitled to any and all payments (or future
        payments) under this Section 5(a) so long as he is not in violation of Section
        7
        of this Agreement, set forth below. To the extent that the Employee is in
        violation of his agreements and covenants set forth in Sections 6 and 7 he
        shall
        not be entitled to any payment or future payment under this Section 5(a).
        

      


      (b) Termination
        upon Death, Disability, or Cause. This Agreement shall terminate upon the
        Employee’s death, Disability (as hereonafter defined) or Cause (as hereinafter
        defined). If one of these events shall occur, the Employee shall have no
        right
        to receive any compensation or benefit other than (i) any Base Salary already
        earned and accrued under this Agreement prior to the effective date of
        termination; (ii) reimbursement under this Agreement for expenses pursuant
        to
        Section 4 incurred prior to the effective date of termination; and (iii)
        all
        vested benefits under the Company’s plans and programs, subject to the terms of
        such plans and programs.

      


      (c) Voluntary
        Resignation. The Employee may terminate his employment hereunder at any time
        during the Employment Term subject only to the requirement that the Employee
        shall provide the Company with a minimum of thirty (30) days prior written
        notice. In the event of a voluntary termination (resignation) by Employee,
        the
        Company will have no obligation to Employee other than (i) to pay Employee
        any
        earned and accrued Based Salary and the value of any earned, accrued, unused
        vacation (ii) reimbursement under this Agreement for expenses pursuant to
        Section 4 incurred prior to the effective date of termination; and (iii)
        all
        other vested benefits under the Company’s plans and programs, subject to the
        terms of such plans and programs. Employee hereby acknowledges and agrees
        that
        in the event of a voluntary resignation (i) he will not be entitled to any
        other
        type of compensation or benefits under this Agreement and (ii) that the
        compensation and benefits that he received under this Agreement prior to
        his
        voluntary termination were good and sufficient consideration for him to have
        to
        completely and fully abide with his covenants and agreements set forth in
        Section 7 below concerning non-competition and non-soliciation. 

       

      
        
          
          

        

        
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      (d) With
        “Good Reason”. Notwithstanding any provision of this Agreement to the contrary,
        the Employee may terminate his employment hereunder for Good Reason (as defined
        hereinafter), subject to the requirement that the Employee shall provide
        the
        Company with a minimum of two (2) weeks prior written notice. In the event
        that
        the Company does not cure said Good Reason, the Employee shall be entitled
        to
        receive the Severance Payments in exchange for a complete release and waiver,
        releasing the Company of any and all legal claims or potential legal claims.
        The
        Employee agrees and acknowledges that he shall be entitled to any and all
        payments (or future payments) under this Section 5(d) so long as he is not
        in
        violation of Section 7 of this Agreement, set forth below. To the extent
        that
        the Employee is in violation of his agreements and covenants set forth in
        Sections 6 and 7 he shall not be entitled to any payment or future payment
        under
        this Section 5(d). 

      


      (e) If
        a
        Change in Control (defined below) is consummated during the Term of this
        Agreement and (A) Employee is terminated within six (6) months prior to or
        in
        connection with such Change of Control; or (B) within six months immediately
        following such Change in Control, Employee either (i) is terminated Without
        Cause or (ii) resigns for Good Reason, then the Company (or the surviving
        entity, as the case may be) shall pay Employee the Severance Payments. In
        addition, a Change of Control as defined herein shall be deemed to constitute
        a
“Change in Control” as such term is used in the Company’s Omnibus Securities
        Plan, and Employee shall have the right, without further action by the Board
        of
        Directors or the Stock Plan Committee, to have the vesting or exercisability
        of
        any outstanding stock option awards (or similar equity grants awarded under
        said
        Plan) accelerated so that immediately prior to the consummation of the Change
        in
        Control, Employee could convert, claim or excersie, as applicable, any such
        equity awards to the full extent not yet converted, claimed or excersied,
        (including any installments which have not yet become vested or
        excercisable).

      


      (f) For
        purposes of this Agreement, the following terms have the following
        meanings:

      


      (i)
        The
        term “Termination for Cause” means, to the maximum extent permitted by
        applicable law, a termination of the Employee's employ-ment by the Company
        because the Employee has (a) materially breached or materially failed to
        perform
        his duties and such breach or failure to perform constitutes self-dealing,
        willful misconduct or recklessness, (b) committed an act of dishonesty in
        the
        performance of his duties hereunder or engaged in conduct materially detrimental
        to the business of the Company, (c) been convicted of a felony or any crime
        involving moral turpitude, (d) materially breached or materially failed to
        perform his obligations and duties hereunder, which breach or failure the
        Employee shall fail to remedy within 30 days after written demand from the
        Company, or (e) violated in any material respect the representations made
        in
        Section above or the provisions of Sections 6 and 7 below.

       

      
        
          
          

        

        
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      (ii) The
        term
“Without Cause Termination” means a termination of the Employee’s employment by
        the Company other than due to expiration of the Employment Term and other
        than a
        Termination for Cause.

       

      (iii) The
        term
“Good Reason” means, the occurrence, without the Employee’s written consent, of
        any of the following: (i) a significant change in the nature or scope of
        the
        Employee’s duties from those described in Section 2 above, including a material
        demotion or any assignment of duties inconsistent with Employees position
        as
        Chief Operating Officer (except in connection with the termination of Employee’s
        employment for Death, Disability or Cause); (ii) a failure by the Company
        to pay
        to the Employee any amounts due under this Agreement or provide any benefits
        in
        accordance with the terms hereof, which failure is not cured within fifteen
        (15)
        days following receipt by the Company of notice from the Employee of such
        failure; or (iii) a relocation of the Company’s corporate headquarters more than
        sixty-five (65) miles from Employee’s current residence as of the date hereof
        (iv) any other material breach by the Company of this Agreement that remains
        uncured for fifteen (15) days after written notice thereof by the Employee
        to
        the Company. 

      


      (iv) "Change
        In Control" shall mean the consummation of any of the following transactions
        effecting a change in ownership or control of the Company: (a) any merger,
        consolidation or reorganization, unless securities representing more than
        fifty
        percent (50%) of the total combined voting power of the voting securities
        of the
        successor corporation are immediately thereafter beneficially owned, directly
        or
        indirectly and in substantially the same proportion, by the persons who
        beneficially owned the Company's outstanding voting securities immediately
        prior
        to such transaction; or (b) any transfer, sale or other disposition of all
        or
        substantially all of the Company's assets; or (c) the acquisition, directly
        or
        indirectly, by any person or related group of persons (other than the Company
        or
        a person that directly or indirectly controls, is controlled by, or is under
        common control with, the Company), of beneficial ownership (within the meaning
        of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities
        possessing more than fifty percent (50%) of the total combined voting power
        of
        the Company's outstanding securities pursuant to a tender or exchange offer
        made
        directly to the Company's beneficial holders; provided, however, in no event
        shall a Change in Control be deemed to occur in connection with any public
        offering of Common Stock, the primary purpose of which is to raise
        capital.

      


      (v)
        “Disability” shall mean Employee’s inability, by virtue of physical or mental
        illness or injury, to perform his regular duties on a full-time, continuous
        basis for 120 consecutive days. Employee’s disability will be established if a
        qualified medical doctor selected by the parties so certifies in writing.
        If the
        parties are unable to agree on the selection of such a doctor, each party
        will
        designate a qualified medical doctor who together will select a third doctor
        who
        will make the determination. Employee will make himself available for an
        examination by a doctor selected in accordance with this paragraph.

      


      (g) In
        the
        event of a termination pursuant to this Section 5, the Employee will be entitled
        to participate in continued group hospitalization, health and dental care
        insurance in accordance with the terms and conditions of the Comprehensive
        Omnibus Budget Reconciliation Act ("COBRA"), at Employee’s expense.

       

      
        
          
          

        

        
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      Section
        6. Other
        Duties of Employee During and After Employment Term. The
        Employee recognizes and acknowledges that the principle business of the Company
        is providing wireless carriers with comprehensive real estate site acquisition
        and zoning services, radio frequency and network design engineering,
        infrastructure equipment construction and installation, radio transmission
        base
        station modification and project management services. The Employee further
        recognizes and acknowledges that all information pertaining to the affairs,
        business, clients, or customers of the Company or any of its subsidiaries
        or
        affiliates (any or all of such affairs, business, clients, and customers
        hereinafter collectively referred to as the "Business"), as such information
        may
        exist from time to time, other than information that the Company has previously
        made publicly available, is confidential information and is a unique and
        valuable asset of the Business, access to and knowledge of which are essential
        to the performance of the Employee's duties under this Agreement. In
        consideration of the payments and obligations made to him hereunder, the
        Employee shall not at any time, except to the extent reasonably necessary
        in the
        performance of his duties under this Agreement, divulge to any person, firm,
        association, corporation, or governmental agency, any information concerning
        the
        affairs, businesses, clients, or customers of the Business (except such
        information as is required by law to be divulged to a government agency or
        pursuant to lawful process), or make use of any such information for his
        own
        purposes or for the benefit of any person, firm, association or corporation
        (except the Business) and shall use his reasonable best efforts to prevent
        the
        disclosure of any such information by others. All records, memoranda, letters,
        books, papers, reports, accountings, or other data, and other records and
        documents relating to the Business, whether made by the Employee or otherwise
        coming into his possession, are confidential information and are, shall be,
        and
        shall remain the property of the Business. No copies thereof shall be made
        which
        are not retained by the Business, and the Employee agrees, on termination
        of his
        employment or on demand of the Company, to deliver the same to the
        Company.

       

      Section
        7. Non-Competition and Non-Solicitation.

      


      (a) (i)
        The
        Employee acknowledges that as a result of his employment by the Company,
        the
        Employee (1) will acquire knowledge of the trade and proprietary and
        confidential information as to the business of the Company and its Affiliates
        and (2) will create relationships with customers, suppliers and other persons
        dealing with the Company and its Affiliates. The Employee further acknowledges
        and agrees that the Company and its Affiliates will suffer substantial damage,
        which would be difficult to ascertain and is not compensable by monetary
        damages, if the Employee should use such trade secrets or other proprietary
        and
        confidential information or take advantage of such relationship and that
        because
        of the nature of the information that will be known to the Employee and the
        relationships created, it is necessary for the Company and its Affiliates
        to be
        protected by the prohibition against Competition as set forth
        herein.

      


      (ii)
        The
        Employee acknowledges that the retention of non-clerical employees employed
        by
        the Company and its Affiliates in which the Company and its Affiliates have
        invested training and depend on for the operation of their businesses is
        important to the businesses of the Company and its Affiliates, that the Employee
        will obtain unique information as to such employees and will develop unique
        relationships with such persons as a result of being an employee of the Company
        and, therefore, it is necessary for the Company and its Affiliates to be
        protected from the Employee’s Solicitation (as defined below) of such employees
        as set forth below.

       

      
        
          
          

        

        
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      (iii)
        The
        Employee acknowledges that the provisions of this Agreement are reasonable
        and
        necessary for the protection of the businesses of the Company and its Affiliates
        and that part of the compensation paid under this Agreement and the agreement
        to
        pay compensation upon termination in certain instances is in consideration
        for
        the agreements and covenants in this Section 7.

      


      
        	 	
                (b)

              	
                Definitions

              


      

      


      (i) For
        the
        purposes of this Agreement, “Competition” shall mean: participating, directly or
        indirectly, as an individual proprietor, partner, stockholder, officer,
        employee, director, joint venturer, investor, lender, consultant or in any
        capacity whatsoever (within the United States of America, or in any country
        where the Company or its Affiliates do business) in a Competing Business
        (as
        defined below); provided, however, that such participation shall not include
        (i)
        the mere ownership if not more than three percent (3%) of the total outstanding
        stock of a publicly help company; or (ii) any activity engaged in with the
        prior
        written approval of the Board of Directors of the Company.

      


      (ii) For
        the
        purposes of this Agreement, “Competing Business” shall mean any line of business
        engaged in by the Company and/or its subsidiaries and/for any entity in which
        the Company and/or its subsidiaries holds securities (other than entities
        in
        which the Company or its subsidiaries make a nominal investment) (i) from
        time
        to time (while Employee is employed by the Company) or (ii) at the time of
        termination (upon termination of Employee’s employment).

      


      (iii) For
        the
        purposes of this Agreement, “Affiliate” of the Company shall mean any business,
        entity, partnership, corporation, or subsidiary directly or indirectly
        controlling, controlled by, or under common control with, the Company; provided
        that, for the purposes of this definition, “control” (including with correlative
        meanings, the terms “controlled by” and “under common control with”), as used
        with respect to the Company, shall mean the possession, directly or indirectly,
        of the power to direct or cause the direction of the management and policies
        of
        the Company, whether through the ownership of voting securities or partnership
        interests, by contract of otherwise.

      


      (iv) For
        purposes of this Agreement, “Solicitation” shall mean: recruiting, soliciting or
        inducing, of any non-clerical employee of the Company or its Affiliate to
        terminate their employment with, or otherwise cease their relationship with,
        the
        Company or its Affiliates or hiring or assisting another person or entity
        to
        hire any non-clerical employee of the Company or its Affiliates or any person
        who within twelve (12) months before had been a non-clerical employee of
        the
        Company or its Affiliates and were recruited or solicited for such employment
        or
        other retention while an employee of the Company, provided, however, that
        Solicitation shall not include any of the foregoing activities engaged in
        with
        the prior written approval of the Board of Directors of the
        Company.

       

      
        
          
          

        

        
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      (c) If
        any
        restriction set forth with regard to Non-Competition or Non-Solicitation
        is
        found by any court of competent jurisdiction, or in arbitration, to be
        unenforceable because it extends for too long a period of time or over too
        great
        a range of activities or in too broad a geographic area, it shall be interpreted
        to amend over the maximum period of time, range of activities or geographic
        area
        as to which it may be enforceable. If any provision of this Section shall
        be
        declared to be invalid or unenforceable, in whole or in part, as a result
        of the
        foregoing, as a result of public policy or for any other reason, such invalidity
        shall not affect the remaining provisions of this Section 7, which shall
        remain
        in full force and effect.

      


      (d) During
        the Employment Term and for two (2) years following the termination of
        Employee’s employment for any reason whatsoever, whether by the Company or by
        the Employee and whether or not with Cause, Good Reason or non-extension
        of the
        Employment Term, the Employee will not engage in Solicitation.

      


      (e) During
        the Employment Term and for the Restricted Period (as hereafter defined)
        following a termination of Employee’s employment, Employee will not enter into
        Competition with the Company. The “Restricted Period” shall mean (i) for a
        termination with Cause, two (2) years following the date of termination,
        (ii)
        for termination without Cause by the Company, or for Good Reason by the
        Employee, the Severance Period, (iii) for termination as a result of the
        voluntary resignation by the Employee without Good Reason, one (1) year from
        the
        date of termination, and (iv) for termination of employment under any
        circumstances after the expiration of the Employment Term, one (1) year from
        the
        date of termination. The Employee expressly agrees and acknowledges that
        his
        promises, obligations, and covenants under Section 6 above, and this Section
        7,
        survive the Employment Term identified in Section 1. 

      


      (f) In
        the
        event of a breach or potential breach of Section 7, Employee acknowledges
        that
        the Company and its Affiliates will be caused irreparable injury and that
        money
        damages may not be an adequate remedy and agree that the Company and its
        Affiliates shall be entitled to injunctive relief (in addition to its other
        remedies at law) to have the provisions of Sections 7 enforced. It is hereby
        acknowledged that the provisions of Section 7 are for the benefit of the
        Company
        and all of the Affiliates of the Company and each such entity may enforce
        the
        provisions of Sections 7 and only the applicable entity can waive the rights
        hereunder with respect to its confidential information and
        employees.

      


      (g) Furthermore,
        in addition to and not in limitation of any other remedies provided herein
        or at
        law or in equity, in the event of a breach of Section 7 by the Employee,
        while
        he is receiving compensation or benefits under Section 5 above, the Employee
        shall not be entitled to receive any future amounts pursuant to Section 5
        (a) or
        (d) hereof and shall reimburse the Company for any amounts previously paid
        to
        the Employee pursuant to Section 5(a) or (d) hereof.

       

      
        
          
          

        

        
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      (h) The
        Company's obligation to make payments, or provide for any benefits under
        this
        Agreement (except to the extent vested or exercisable) shall cease upon a
        violation of the preceding provisions of this section. 

      


      Section
        8. Acknowledgment. The
        Employee acknowledges that he has carefully read and considered all of the
        restraints imposed pursuant to Sections 6 and 7 and that each and every one
        of
        said restraints is reasonable in respect to subject matter, length of time
        and
        area. The Employee further acknowledges that damages at law would not be
        a
        measurable or adequate remedy for a breach of Sections 6 and 7 (non-solicitation
        and non-competition), and accordingly consents to the entry by any court
        of
        competent jurisdiction of order enjoining him from violating any of such
        covenants. If any of the covenants contained in Sections 6 and/or 7 are held
        to
        be invalid or unenforceable because of the duration of such provision or
        the
        area covered thereby, the parties agree that the court making such determination
        shall have the power to reduce the duration and/or area of such provision
        and in
        its reduced form said provision shall then be enforceable. 

      


      Section
        9. Withholdings.
        The
        Company may directly or indirectly withhold from any payments made under
        this
        Agreement all Federal, state, city or other taxes and all other deductions
        authorized by the Employee or by law. 

      


      Section
        10. Consolidation,
        Merger or Sale of Assets.
        Nothing
        in this Agreement shall preclude the Company from consolidating or merging
        into
        or with, or transferring all or substantially all of its assets to, or engaging
        in any other business combination with, any other person or entity which
        assumes
        this Agreement and all obligations and undertakings of the Company hereunder.
        Company will require any such successor (whether by purchase, merger,
        consolidation or similar transaction) to all or substantially all of the
        business and/or assets of the Company, by agreement in form and substance
        reasonably satisfactory to Employee, to expressly assume and agree to perform
        this Agreement in substantially the same manner and substantially the same
        extent that Company would be required to perform if not such succession had
        taken place. Upon such a consolidation, merger, transfer of assets or other
        business combination and assumption, the term “Company” used herein shall mean
        such other person or entity and this Agreement shall continue in full force
        and
        effect.

      


      Section
        11. Indemnification.
        The
        Company and BCI shall indemnify, to the fullest extent permitted by law,
        Employee, from and against any expenses (including attorney’s fees), judgments,
        fines, taxes, penalties and amounts paid in settlement actually and reasonably
        incurred by Employee in connection with any threatened, pending or completed
        action, suit or proceeding, whether civil, criminal, administrative or
        investigative, by reason of the fact that he is or was a director, officer,
        or
        employee of the Company. 

      


      Section
        12. Notices.
        All
        notices, requests, demands and other communications required or permitted
        hereunder shall be given in writing and shall be deemed to have been duly
        given
        if delivered or mailed, postage prepaid, by same day or overnight mail (i)
        if to
        the Employee, at the address set forth above, or (ii) if to the Company,
        as
        follows:

       

      
        
          
          

        

        
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      Berliner
        Communications Inc.

      20
        Bushes Lane

      Elmwood
        Park, New Jersey 07407

      Attn:
        General Counsel

      


      or
        to
        such other address as either party shall have previously specified in writing
        to
        the other.

      


      Section
        13. Binding
        Agreement; No Assignment.
        This
        Agreement shall be binding upon, and shall inure to the benefit of, the Employee
        and the Company and their respective permitted successors, assigns, heirs,
        beneficiaries and representatives. This Agreement shall be for the sole benefit
        of the parties to this Agreement and their respective heirs, successors,
        permitted assigns (if any) and legal representatives and is not intended,
        nor
        shall be construed, to give any person, other than the parties hereto and
        their
        respective heirs, successors, permitted assignees (if any) and legal
        representatives, any legal or equitable right, remedy or claim hereunder.
        This
        Agreement is personal to the Employee and may not be assigned by him without
        the
        prior written consent of the Company. Any attempted assignment in violation
        of
        this Section 13 shall be null and void.

      


      Section
        14. Governing
        Law.
        This
        Agreement shall be governed by, and construed in accordance with, the internal
        laws of the State of New Jersey, without reference to the choice of law
        principles thereof.

      


      Section
        15. Dispute
        Resolution. Any
        dispute or controversy between the Company and the Employee relating to this
        Agreement, unless otherwise specifically required by a plan document, shall
        be
        settled by litigation between the parties. Said litigation to be venued in
        the
        Supreme Court of the State of New Jersey, law division, Bergen County vicinage.
        The Employee hereby consents to, and waives any objection to, the personal
        jurisdiction and venue of the aforesaid courts, and waives any claim that
        aforesaid courts constitute on inconvenient forum. 

      


      Section
        16. Entire
        Agreement.
        This
        Agreement shall constitute the entire agreement among the parties with respect
        to the matters covered hereby and shall supersede any and all previous written,
        oral or implied understandings among them with respect to such
        matters.

      


      Section
        17. Amendments.
        This
        Agreement may only be amended or otherwise modified, and compliance with
        any
        provision hereof may only be waived, by a writing executed by all of the
        parties
        hereto. 

      


      Section
        18. Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original, and all of which shall together be deemed to
        constitute one and the same instrument. 

      


      Section
        19. Waiver.
        Any of
        the terms or conditions of this Agreement may be waived at any time by the
        party
        or parties entitled to the benefit thereof, but only by a writing signed
        by the
        party or parties waiving such terms or conditions. No waiver of any provisions
        of this Agreement or of any rights or benefits arising hereunder shall be
        deemed
        to or shall constitute a waiver of any other provisions of this Agreement
        (whether or not similar) nor shall such waiver constitute a continuing waiver
        unless otherwise expressly provided in writing.

       

      
        
          
          

        

        
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      Section
        20. Severability.
        The
        invalidity of any portion hereof shall not affect the validity, force or
        effect
        of the remaining portions hereof. If it is ever held that any restriction
        hereunder is too broad to permit enforcement of such restriction to its fullest
        extent, such restriction shall be enforced to the maximum extent permitted
        by
        law.

      


      Section
        21. Survival.
        The
        covenants set forth in Sections 6 and 7 of this Agreement shall survive and
        shall continue to be binding upon Employee notwithstanding the termination
        of
        this Agreement for any reason whatsoever. The covenants set forth in Sections
        6
        and 7 of this Agreement shall be deemed and construed as separate agreements
        independent of any other provision of this Agreement. The existence of any
        claim
        or cause of action by Employee against Company, whether predicated on this
        Agreement or otherwise shall not constitute a defense to the enforcement
        by
        Company of any or all covenants. It is expressly agreed that the remedy at
        law
        for the breach or any such covenant is inadequate and that injunctive relief
        shall be available to prevent the breach or any threatened breach thereof.
        

      


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
        by
        the undersigned, thereunto duly authorized, and the Employee has signed this
        Agreement, all as of the date first written above.

    

    
       

      
        	 	 	 
	 	BERLINER COMMUNICATIONS, INC.
	 
 	 
 	 
 
	 	By:  	/s/
                Rich Berliner
	 	
                
Rich
                Berliner
	 	Chief Executive Officer



        	 	 	 
	 	EMPLOYEE
	 
 	 
 	 
 
	 	        
                	/s/ Michael S. Guerriero
	 	
                
Michael
                S. Guerriero


      

       

      
        	And with respect to the
                obligation
                to Indemnify as set forth in Section 11:
	 	 	 	 
	BCI Communications, Inc.	 	 	 
	 	 	 	 
	By: /s/
                Rich Berliner	 	 	 
	
                
                  

                

                Rich
                  Berliner

              	 	 	
              
	
                Chief
                  Executive Officer

              	 	 	 


      

       

      
        
          
          

        

        
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