Exhibit
      10.1


    THIRD
      AMENDMENT TO DEMAND SECURED PROMISSORY NOTE

    AND
      LOAN MODIFICATION AGREEMENT

    


    THIS
      THIRD AMENDMENT TO DEMAND SECURED PROMISSORY NOTE AND LOAN MODIFICATION
      AGREEMENT (the "Agreement"), is made as of this 3rd day of April, 2007, by
      and
      among BCI Communications, Inc., ("Borrower") and Berliner Communications, Inc.
      f/k/a Novo Networks, Inc. and Richard B. Berliner, pursuant to his Validity
      Guaranty (“Validity Guarantor”) (collectively, Berliner and Individual Guarantor
      may be referred to as the “Guarantors”) and PRESIDENTIAL FINANCIAL CORPORATION
      OF DELAWARE VALLEY, a New Jersey corporation (the "Lender").

    


    RECITALS

    


    Pursuant
      to the Loan Agreement and Security Agreement dated February 22, 2005 ("Loan
      Agreement"), as amended, between the Borrower and the Lender, the Lender agreed
      to make available to the Borrower a line of credit in accordance with, and
      subject to, the provisions of the Loan Agreement. The Borrower’s obligation to
      repay the line of credit, with interest and other fees and charges, is evidenced
      by a Demand Secured Promissory Note, dated February 22, 2005 (the "Promissory
      Note"), as amended, in the principal amount of One Million Two Hundred and
      Fifty
      Thousand Dollars ($1,250,000.00). The indebtedness, obligations and liabilities
      of the Borrower under and in connection with the line of credit are guaranteed
      by the Guarantors pursuant to the terms of certain guaranty agreements, dated
      February 22, 2005, executed by the Guarantors (collectively "Guaranty
      Agreements"). The Loan Agreement, Promissory Note, the Addendum to Promissory
      Note, the Second Amendment to Promissory Note, the Guaranty Agreements, and
      all
      documents now in existence from Borrower and the Guarantors, and hereafter
      executed by the Borrower, the Guarantors or any other party, to evidence,
      secure, or guaranty, in connection with the Borrower’s indebtedness and
      obligations to Lender, including this amendment and documents executed in
      connection herewith, are hereinafter referred to as the "Loan
      Documents".

    


    The
      Second Amendment to Demand Secured Promissory Note and Loan Modification
      Agreement, dated July 10, 2006, increased the total credit line to Two Million
      Five Hundred Thousand Dollars ($2,500,000.00).

    


    The
      parties wish to increase the available line of credit under the Loan Documents
      from Two Million Five Hundred Thousand Dollars ($2,500,000.00) to Eight Million
      Dollars ($8,000,000.00), subject to the terms and conditions of this
      Agreement.

    


    The
      parties wish to change the service charge rate, under the Loan Documents, from
      1.00% every thirty days to 0.25% of the average daily loan balance for the
      month, subject to the terms and conditions of this Agreement and of the Loan
      Documents. 

    


    The
      parties wish to change the monthly minimum charge from a monthly minimum service
      charge requirement of $1,500.00 to a minimum monthly loan balance requirement
      of
      $1,500,000. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      parties wish to decrease the interest rate charge under the Loan Documents
      from
two
      percent (2.0%)
      per
      annum above the prime rate of interest quoted in The
      Wall Street Journal
      to
one
      point five percent (1.5%)
      per
      annum above the prime rate of interest quoted in The
      Wall Street Journal.
      

    


    AGREEMENTS

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements of the parties hereinafter set forth, it is hereby mutually agreed
      as
      follows:

    


    1.  Recitals.
      Each of
      the parties hereto acknowledges that the above recitals are true and correct
      and
      incorporated herein by reference.

    


    2.  Increase
      in the Line of Credit.
      The
      parties agree to increase the line of credit available to the Borrower under
      the
      Loan Documents from $2,500,000.00 to $8,000,000.00 and hereby amend the
      Promissory Note, the Loan Agreement and all other Loan Documents to reflect
      the
      increase in the principal amount of the line of credit from $2,500,000.00 to
      $8,000,000.00.

    


    3.  Term
      Extension.
      The
      parties agree to extend the term of the line of credit available to the Borrower
      for period of 12 months from the date of this agreement under the terms of
      the
      Loan Documents, subject to extension as provided therein. 

    


    4. Service
      Charge Change.
      The
      parties agree that the service charge due Lender under the Loan Documents shall
      be a monthly service charge equal to 0.25% of the average daily loan balance
      for
      the month and hereby amend the Loan Documents accordingly. 

    


    5. Increase
      in Monthly Minimum Service Charge.
      The
      parties agree to change the monthly minimum charge from a monthly minimum
      service charge requirement of $1,500.00 to a minimum monthly loan balance
      requirement of $1,500,000 and the Loan Documents are hereby amended
      accordingly.

    


    6. Decrease
      in the interest rate. The
      parties agree to decrease the interest rate charge under the Promissory Note
      from two
      percent (2.0%)
      per
      annum above the prime rate of interest quoted in The
      Wall Street Journal
      to
one
      point five percent (1.5%)
      per
      annum above the prime rate of interest quoted in The
      Wall Street Journal,
      and the
      Loan Documents are hereby amended accordingly. 

    


    7. Representations
      and Warranties.
      In
      order to induce the Lender to enter into this Agreement and increase the line
      of
      credit pursuant hereto, the Borrower and each of the Guarantors (collectively
      the "Obligors") represent and warrant to the Lender that as of the date hereof
      (a) no event of default exists under the provisions of the Loan Documents,
      (b)
      all of the representations and warranties of the Obligors in the Loan Documents
      are true and correct on the date hereof as if the same were made on the date
      hereof, (c) the Collateral, as defined in the Loan Agreement, is free and clear
      of all assignments, security interest, liens and other encumbrances of any
      kind
      and nature whatsoever, except for (i) those granted or permitted under the
      provisions of the Loan Documents, (ii) those granted or permitted under the
      provisions of that certain Amended Subordination and Inter-Creditor Agreement,
      dated of even date herewith, between Lender and SIGMA Opportunity Fund, LLC,
      SIGMA Berliner, LLC, OPERIS Partners I, LLC, and Pacific Asset Partners, and
      (iii) those granted to J&J Leasing Partnership to secure a promissory note
      grated to J&J Leasing Partnership as part of the Borrower’s acquisition of
      Digital Communication Services, Inc. on February 28, 2007, with said promissory
      note being secured by a first priority security interest in certain purchased
      real estate, (d) the execution and performance by the Borrower under the Loan
      Agreement, as amended, will not (i) violate any provision of law, any order
      of
      any court or other agency of government, or the organizational documents and/or
      bylaws of Borrower, or (ii) violate any indenture, contract, agreement or other
      instrument to which the Borrower is party, or by which its property is bound,
      or
      be in conflict with, result in a breach of or constitute (with due notice and/or
      lapse of time) a default under, any such indenture, or imposition of any lien,
      charge or encumbrance of any nature whatsoever upon any of the property or
      assets of the Borrower, and (e) this Agreement constitutes the legal, valid
      and
      binding obligations of the Obligors enforceable in accordance with its
      terms.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    8. Ratification
      and No Novation; Validity of Loan Documents.
      The
      Obligors hereby ratify and confirm all of their obligations, liabilities and
      indebtedness under the provisions of the Loan Documents, as the same may be
      amended and modified by this Agreement, and agree to pay the indebtedness,
      and
      abide by the terms of the Loan Documents as and when required therein and as
      amended and modified by this Agreement. The Lender and the Obligors each agree
      that it is their intention that nothing in this Agreement shall be construed
      to
      extinguish, release or discharge or constitute, create or affect a novation
      of,
      or an agreement to extinguish (a) any of the obligations, indebtedness and
      liabilities of the Obligors, or any other party under the provisions of the
      Loan
      Documents, or (b) any assignment or pledge to the Lender of, or any security
      interest or lien granted to the Lender in, or on, any Collateral and security
      for such obligations, indebtedness, and liabilities. The Obligors agree that
      all
      of the provisions of the Loan Agreement, the Promissory Note, and the other
      Loan
      Documents shall remain and continue in full force and effect, as the same may
      be
      modified and amended by this Agreement. In the event of any conflict between
      the
      provisions of this Agreement and the provisions of the other Loan Documents,
      the
      provisions of this Agreement shall control. Obligors have no existing claims,
      defenses (personal or otherwise) or rights of setoff whatsoever with respect
      to
      the obligations of the Obligors under the Loan Documents. Each of the Obligors
      furthermore agrees that each of them has no defense, counterclaim, offset,
      cross-complaint, claim or demand of any nature whatsoever that can be asserted
      as a defense against any claims of Lender or as a basis to seek affirmative
      relief and/or damages of any kind from the Lender.

    


    9. Applicable
      Law, Binding Effect, etc.
      This
      Agreement shall be governed by the laws of the State of New Jersey and may
      be
      executed in any number of duplicate originals and counterparts, each of which,
      and all taken together, shall constitute one and the same instrument. This
      Agreement shall be binding upon, and inure to the benefit of, the Lender, the
      Borrower, and each of the Guarantors and their respective successors, heirs
      and
      assigns.

    


    10. Expenses.
      Borrower hereby agrees to pay all out-of-pocket expense incurred by Lender
      in
      connection with the preparation, negotiation and consummation of this Agreement,
      and all other documents related thereto (whether or not any borrowing under
      the
      Loan Agreement as amended shall be consummated), including, without limitation,
      the fees and expenses of Lender’s counsel.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    11. Effectiveness
      of this Agreement.
      This
      Agreement shall not be effective until the same is executed and accepted by
      Lender in the State of New Jersey. 

    


    IN
      WITNESS WHEREOF, the Lender, the Borrower, and each of the Guarantors have
      caused this Agreement to be duly executed, under seal, as of the day and year
      first above written.

     

    
      	Attest:	 	 	
              BORROWER:

              BCI
                Communications, Inc.

            	 
	 	 	 	 	 
	/s/ NICHOLAS
              DAY	 	 	/s/ RICH
              BERLINER	(SEAL)
	
              Name: Nicholas Day 

              Title: General Counsel

            	 	 	Name:
              Rich Berliner
              Title:
                Chief Executive Officer

            	 


       

       

      
        	Attest:	 	 	
                
                  GUARANTORS:

                  Berliner
                    Communications, Inc. f/k/a Novo Networks, Inc.

                

              	 
	 	 	 	 	 
	/s/ NICHOLAS
                DAY	 	 	/s/ RICH
                BERLINER	(SEAL)
	
                Name: Nicholas Day 

                Title: General Counsel

              	 	 	Name:
                Rich Berliner
                Title:
                  Chief Executive Officer

              	 


         

         

        
          	Witness:	 	 	
                  
                    Richard
                      B. Berliner 

                  

                	 
	 	 	 	 	 
	/s/ NICHOLAS
                  DAY	 	 	/s/ RICHARD
                  B. BERLINER	(SEAL)
	
                  Name: Nicholas Day 

                	 	 	Name:
                  Rich Berliner	 


           

           

          
            	 	 	 	LENDER:	 
	 	 	 	 	 
	Attest:	 	 	
                    
                      
                        Presidential
                          Financial Corporation

                        of
                          Delaware Valley

                      

                    

                  	 
	 	 	 	 	 
	/s/ TANYA
                    CHANDO	 	 	/s/ ROBERT
                    J. VANAMAN, JR. 	(SEAL)
	
                    Name/Title: Tanya Chando

                    AVP/Asst. Credit Mgr.

                  	 	 	
                    Name:
                      Robert J. Vanaman, Jr. 
                      Title:
                        President

                    

                  	 




          
            
              
              

            

            
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