**FOURTH
      AMENDMENT TO DEMAND SECURED PROMISSORY NOTE**


**AND
      LOAN MODIFICATION AGREEMENT**




THIS
      FOURTH AMENDMENT TO DEMAND SECURED PROMISSORY NOTE AND LOAN MODIFICATION
      AGREEMENT (the “Agreement”) is made as of this 13 th day of
      February, 2008, by and among BCI Communications, Inc., (“Borrower”) and Berliner
      Communications, Inc. f/k/a Novo Networks, Inc. and Richard B. Berliner, pursuant
      to the Validity Guaranty, (“individual guarantors”) (collectively “Guarantors”)
      and PRESIDENTIAL FINANCIAL CORPORATION OF DELAWARE VALLEY, a New Jersey
      corporation (the “Lender”).




**R
      E C I T A L S**




Pursuant
      to the Loan Agreements and Security Agreements dated February 22, 2005 (“Loan
      Agreement”), 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 Demand
      Secured Promissory Notes dated February 22, 2005, (the “Promissory Note”) 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 the Guaranty Agreements dated February 22, 2005
      executed by the Guarantors (collectively “Guaranty Agreements”). The Loan
      Agreement, Promissory Note, first Addendum to Promissory Note, the Second
      Amendment to Promissory Note, the Third Amendment to Promissory Note, the
      Guaranty Agreements, Disclosure Statement, and all documents now 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
      obligation to Lender, 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
      Third
      Amendment to Demand Secured Promissory Note and Loan Modification Agreement,
      dated April 3, 2007, increased the total credit line to Eight Million Dollars
      ($8,000,000.00), changed the service charge rate to 0.25% of the average daily
      loan balance for the month, changed the monthly minimum service charge from
      $1,500.00 to a minimum monthly loan balance requirement of $1,500,000.00, and
      decreased the interest rate to one point five percent (1.5%) per annum above
      the
      prime rate of interest quoted in *The
      Wall Street Journal* .




The
      parties wish to increase the service charge rate from 0.25% of the average
      daily
      loan balance for the month to 0.50% of the average daily loan balance for the
      month, effective April 4, 2008.




**A
      G R E E M E N T S**




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.




1




2.  Term
      Extension .
      Upon
      receipt of written notice from Borrower prior to April 3, 2008, Lender agrees
      to
      extend the credit facility with Borrower on a month-to-month basis beyond April
      3, 2008 pursuant to the terms of this Fourth Amendment. Borrower may then
      terminate this Fourth Amendment by providing written notice to lender at any
      time prior to the end of any month, with such termination being effective as
      of
      the end of such month.




3.  Service
      Charge Change .
      The
      parties agree to change the service charge under the Loan Documents from 0.25%
      of the average daily loan balance for the month to 0.50% of the average daily
      loan balance for the month, effective April 4, 2008, and hereby amend the
      Promissory Note, the Loan Agreement and all other Loan Documents to change
      the
      service charge from 0.25% of the average daily loan balance for the month to
      0.50% of the average daily loan balance for the month, effective April 4,
      2008.




4.  Representations
      and Warranties .
      In
      order to induce the Lender to enter into this Agreement and extend the credit
      facility with Borrower on a month-to-month basis 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 Agreement, Promissory Note or the Guaranty Agreements
      or other 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 those granted
      or permitted under the provisions of the Loan Documents, (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, except
      its
      enforceability may be limited by bankruptcy, insolvency or some other laws
      affecting the enforcement of creditors rights generally.




5.  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 Agreement, the Promissory Note,
      the Guaranty Agreements and the other Loan Documents, as the same may be amended
      and modified by this Agreement, and agrees to pay the indebtedness in accordance
      with the terms of the Loan Agreement, as amended and modified by this Agreement.
      The Lender and the Obligors each agrees that 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 Agreement, the Promissory Note
      and
      such other 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 such
      other Loan Documents, the provisions of this Agreement shall control. Obligors
      have no existing claims, defense (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 basis to seek affirmative relief and/or
      damages of any kind from the Lender.




2




6.  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.




7.  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.




8.  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.




**BORROWER:**Sworn
                  to and subscribed to before
              
              BCI
                  Communications, Inc.me
                  this 13th day of February, 2008./s/
                  Lizzet Morales
              
              BY:/s/
                  Rich B. Berliner
              (SEAL)Notary
                  Public
              
              ITS:Rich
                  Berliner, CEOLizzet
                  MoralesNotary
                  Public of New JerseyCommision
                  Expires 12/6/2011
 
 
 **GUARANTORS:**Sworn
                  to and subscribed to before
              
              Berliner
                  Communications, Inc. f/k/a Novome
                  this 13th day of February, 2008.
              
              Networks,
                  Inc./s/
                  Lizzet Morales
              
              /s/
                  Rich B. Berliner
              (SEAL)Notary
                  Public
              
              Name:Rich
                  BerlinerTitle:CEOLizzet
                  MoralesNotary
                  Public of New JerseyCommision
                  Expires 12/6/2011
  3
 Sworn
                    to and subscribed to before
                Richard
                    B. Berliner, per Validity Guarantyme
                    this 13th day of February, 2008./s/
                    Lizzet Morales
                /s/
                    Rich B. Berliner
                (SEAL)Notary
                    Public
                Name:Rich
                    BerlinerLizzet
                    MoralesNotary
                    Public of New JerseyCommision
                    Expires 12/6/2011
 
 **LENDER:**Sworn
                    to and subscribed to before
                Presidential
                    Financial Corporation ofme
                    this 13th day of February, 2008.
                Delaware
                    Valley/s/
                    Brian Schneck
                BY:/s/
                    Robert
                    VanamanNotary
                    Public
                ITS:PresidentBrian
                    SchneckNotary
                    Public of New JerseyCommision
                    Expires 6/15/2011





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