AMENDMENT
      AND WAIVER AGREEMENT

     

    This
      AMENDMENT AND WAIVER AGREEMENT (this “Agreement”)
      is
      made and entered into as of this 27th day of September, 2007 among Berliner
      Communications, Inc., a Delaware corporation (the “Company”),
      and
      each of the undersigned holders (each, a “Noteholder,”
and
      collectively, the “Noteholders”)
      of the
      Company’s 7% Senior Subordinated Secured Convertible Notes Due 2008 (each, a
“Note”
and
      collectively, the “Notes”).

     

    WHEREAS,
      the
      Company and Sigma Opportunity Fund, LLC (“Sigma”)
      are
      parties to that certain Note Purchase Agreement, dated as of December 29, 2006
      (the “Note
      Purchase Agreement”)
      pursuant to which the Company sold and Sigma purchased a Note in the original
      principal amount of $3.0 million (the “Sigma
      Note”)
      and
      issued to Sigma a warrant to purchase up to 1.5 million shares of the Company’s
      common stock (the “Sigma
      Warrant”);

     

    WHEREAS,
      the
      Company entered into a Joinder Agreement with Pacific Asset Partners
      (“Pacific”)
      and
      Operis Partners I LLC (“Operis”),
      dated
      as of February 2, 2007, pursuant to which (i) the Company sold and Pacific
      purchased a Note in the original principal amount of $1.0 million (the
“Pacific
      Note”),
      (ii)
      the Company issued to Pacific a warrant to purchase up to 500,000 shares of
      our
      common stock (the “Pacific
      Warrant”),
      (iii)
      the Company sold and Operis purchased a Note in the original principal amount
      of
      $500,000 (the “Operis
      Note”),
      and
      (iv) the Company issued to Operis a warrant to purchase up to 250,000 shares
      of
      our common stock (the “Operis
      Warrant”);

     

    WHEREAS,
      the
      Company entered into a Joinder Agreement with Sigma Berliner, LLC (“SBLLC”),
      dated
      as of February 15, 2007, pursuant to which the Company sold and SBLLC purchased
      a Note in the original principal amount of $1.5 million (the “SBLLC
      Note”,
      and
      together with the Sigma Note, the Pacific Note and the Operis Note, the
“Notes”)
      and a
      warrant to purchase up to 750,000 shares of the Company’s common stock (the
“SBLLC
      Warrant,”
and
      together with the Sigma Warrant, Pacific Warrant and Operis Warrant, the
“Warrants”);

     

    WHEREAS,
      pursuant
      to the Note Purchase Agreement, to which each Noteholder is deemed to be a
      party, the Company agreed to register the shares of common stock into which
      the
      Notes are convertible and the shares of common stock into which the Warrants
      are
      exercisable (collectively, the “Registrable
      Shares”)
      on a
      registration statement (the “Registration Statement”) filed with the Securities
      and Exchange Commission (the “SEC”);

     

    WHEREAS,
      pursuant
      to Section 8(a)(3) of the Note Purchase Agreement, the Company has become liable
      to pay liquidated damages to each Noteholder (the “Liquidated
      Damages”)
      because the Registration Statement was not declared effective by the Securities
      and Exchange Commission prior to the Required Effective Date (as such term
      is
      defined in the Note Purchase Agreement);

     

    WHEREAS,
      the
      Noteholders have agreed to make certain amendments and waivers as consideration
      for a reduction in the Conversion Price (as such term is defined in each of
      the
      Notes) of the Notes.

     

    NOW,
      THEREFORE,
      the
      parties hereto consent and agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    1. Amendment
      of Notes.
      In
      Section 6.1 of each of the Sigma Note, Pacific Note, Operis Note and SBLLC
      Note,
      the defined term “Conversion Price” is hereby amended to read in its entirety as
      follows: “Conversion Price” means $1.00, subject to adjustment as provided in
      Section 5.3.

     

    2. Amendment
      of Note Purchase Agreement.
      

     

    (a) In
      Section 1(c) of the Note Purchase Agreement, the defined term “Registration
      Event” is hereby deleted in its entirety and shall no longer have any force
      and/or effect, including, any references to this term throughout the Note
      Purchase Agreement, wherever it may appear.

     

    (b) Section
      8(a), subsection (1) of the Note Purchase Agreement is hereby amended and
      restated in its entirety to read as follows: (a) Obligation to Register Shares.
      “The Company shall use its best efforts to prepare and, as expeditiously as
      possible, file with the SEC a Registration Statement which covers the resale
      by
      the Buyers of (A) a number of shares of Common Stock equal to the maximum number
      of Conversion Shares issuable upon conversion of the Notes, and (B) a number
      of
      shares of Common Stock equal to the number of Warrant Shares issuable upon
      exercise of the Warrants and the Additional Warrants, in each such case as
      Registrable Securities, and which Registration Statement shall state that,
      in
      accordance with Rule 416 under the 1933 Act, the Registration Statement also
      covers such indeterminate number of additional shares of Common Stock as may
      become issuable upon conversion of the Notes or exercise of the Warrants and
      the
      Additional Warrants to prevent dilution resulting from stock splits, stock
      dividends or similar transactions.”; 

     

    (c) Section
      8(a), subsection (2) of the Note Purchase Agreement is hereby amended and
      restated in its entirety to read as follows: Prior to the effectiveness of
      a
      Registration Statement, and during any time subsequent to the effectiveness
      of
      any Registration Statement filed in connection with Section 8(a) hereof when
      such Registration Statement for any reason is not available for use by any
      Investor for the resale of any Registrable Securities, the Company shall not
      file any other registration statement or any amendment thereto with the SEC
      under the 1933 Act or request the acceleration of the effectiveness of any
      other
      registration statement (except for Registration Statements filed in connection
      with Section 8(a) hereof) previously filed with the SEC other than (A) any
      registration statement on Form S-8 and (B) any registration statement or
      amendment which the Company is required to file, or as to which the Company
      is
      required to request acceleration, pursuant to any obligation in effect on the
      date of execution and delivery of this Agreement.

     

    (d) Section
      8(a), subsection (3) of the Note Purchase Agreement is hereby deleted in its
      entirety and shall have no further force and/or effect.

     

    (e) In
      Section 8(e) of the Note Purchase Agreement:

     

    (i) The
      first
      sentence shall be amended to include at the beginning of the sentence: “Except
      for registrations of securities under Section 8(a) hereof,”;

     

    (ii) A
      new
      last sentence shall be added to read: “The Investors acknowledge that their
      piggyback registration rights under this Section 8(e) may be limited by the
      amount of Registrable Shares previously registered under Section 8(a), and
      this
      limitation shall not constitute a breach of this Agreement.”

     

    
      
         

      

      
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    3. Agreement
      Regarding Best Efforts.
      The
      parties hereby agree and acknowledge that “best efforts” as such term is used in
      Section 8 the Note Purchase Agreement with respect to registration of the
      Registrable Shares shall mean the Company shall register in one or more
      Registration Statements as soon as practicable (which, with respect to the
      initial Registration Statement, shall mean promptly after the Company’s filing
      of a Definitive Proxy Statement on Schedule 14A with the SEC for the Company’s
      2007 Annual Meeting to be filed on or about October 29, 2007 substantially
      the
      maximum number of shares that may at any time be registered (which, for the
      purposes of the initial Registration Statement shall be approximately 1,222,632
      shares) on the form of Registration Statement (a) available to the Company
      at
      the time such Registration Statement is filed, (b) under which an “at the
      market” offering may be made on a delayed or continuous basis under Rule 415 of
      the Securities Act of 1933, as amended, and (c) shall not be considered or
      deemed to be a primary offering of securities by the Securities and Exchange
      Commission. This shall be a continuing obligation on the part of the Company
      for
      so long as the Company has registration rights obligations pursuant to the
      Note
      Purchase Agreement. The Company shall file such amendments to the Registration
      Statement(s) as are necessary or desirable to comply with this Section 3 and
      Section 8 of the Note Purchase Agreement, as amended.

     

    4. Waiver.
      In
      consideration for the amendment provided for in Section 1 above, the undersigned
      Noteholders hereby permanently, irrevocably and unconditionally waive in full,
      now and forever, the application of Section 8(a) of the Note Purchase Agreement,
      and hereby permanently, irrevocably and unconditionally waive in full, now
      and
      forever, any right of such Noteholder to the payment of the Liquidated Damages,
      whether accrued or accruing, under Section 8(a) of the Note Purchase Agreement
      and release the Company from Section 8(a) prior to the date hereof.

     

    5. Affect
      of Amendment.
      To the
      extent any provision of the Note Purchase Agreement, the Notes and the Warrants
      require further amendment or interpretation in order to effect and implement
      the
      intentions of this Agreement, the parties hereto agree that such amendments
      shall be deemed to have been made upon execution hereof.

     

    6. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may be executed via facsimile, which shall be deemed
      an original. 

     

    7. Severability.
      If any
      provision of this Agreement shall be declared void or unenforceable by any
      judicial or administrative authority, the validity or enforceability of any
      other provision and of the entire Agreement shall not be affected. 

     

    8. Enforceability.
      Upon
      execution of this Agreement by the undersigned Noteholders, the validity of
      any
      waiver, consent or amendment made hereunder shall be unaffected by the failure
      of any one or more Noteholders of the Company to execute this
      Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    9. Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Delaware.

     

    10. Further
      Assurances.
      Following the date hereof, each party shall execute, deliver, acknowledge and
      file, or shall cause to be executed, acknowledged, delivered and filed, all
      such
      further instruments, certificates and other documents and shall take, or cause
      to be taken, such other actions as may reasonably be requested by any other
      party in order to carry out the provisions of this Agreement. 

     

    11. Confidentiality.
      Each
      undersigned Noteholder hereby agrees, except as required by law, to hold in
      confidence this Agreement, all of the terms thereof and all of the transactions
      contemplated thereby and hereby until such time as the material terms thereof
      and hereof are publicly disclosed by the Company (which the Company agrees
      to do
      in compliance with applicable law).

     

     

    [Signature
      page follows]

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Agreement as of the date first above
      written.

     

    
      	 	 	 
	 	COMPANY:
	 	 
	 	BERLINER
              COMMUNICATIONS, INC.,
              a
                Delaware corporation

            
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Rich
              Berliner
	 	
              
Name: Rich
              Berliner
	 	Title: Chief
              Executive Officer



      
        
          Signature
            Page to Waiver Agreement

           

        

        
           

          
            

          

        

        
           

        

      

    

    
       

      
        	 	 	 
	 	NOTEHOLDERS:
	 	 
	 	
                
                  SIGMA
                    OPPORTUNITY FUND, LLC 

                

              
	 	 
	 	By:	SIGMA
                CAPITAL ADVISORS, LLC 
	 
 	 
 	 
 
	 	By:  	/s/ Thom
                Waye
	 	
                
Name:
                Thom Waye 
	 	Title:
                Manager 


      

    

    
      
         

        
          	 	 	 
	 	
                  
                    PACIFIC
                      ASSET PARTNERS, 

                    a
                      California limited partnership

                  

                
	 
 	 
 	 
 
	 	By:  	/s/ Robert
                  M.
                  Stafford
	 	
                  
Name:
Robert
                  M. Stafford
	 	Title:
                  General Partner


        

      

    

    
      
         

        
          	 	 	 
	 	
                  
                    
                      OPERIS
                        PARTNERS I LLC, 

                      a
                        Delaware limited liability
                        company

                    

                  

                
	 
 	 
 	 
 
	 	By:  	/s/ Lior
                  Avneri
	 	
                  
Name:
Liore
                  Avneri
	 	Title: __________ 


        

      

    

    
      
         

        
          	 	 	 
	 	
                  
                    
                      
                        SIGMA
                          BERLINER, LLC, 

                        a
                          Delaware limited liability
                          company

                      

                    

                  

                
	 
 	 
 	 
 
	 	By:  	/s/ Thom
                  Waye 
	 	
                  
Name:
                  Thom Waye 
	 	Title: Manager


        

      

    

    
      

        
          
            Signature
              Page to Waiver Agreement