**Exhibit 10.17****EMPLOYMENT AGREEMENT**          EMPLOYMENT AGREEMENT (this “Agreement”), dated January 1, 2006, is entered into by and betweenBerliner Communications, Inc. (the “Company”), a Delaware corporation, with its principal place ofbusiness at 20 Bushes Lane, Elmwood Park, New Jersey 07407, and Patrick G. Mackey (the “Employee”),an individual residing at 5816 Braemar Drive, Plano, Texas 75093.WITNESSETH:          **WHEREAS**, The Company desires to secure the services and employment of the Employee on behalfof the Company, and Employee desires to be employed with the Company upon the terms and conditionshereinafter set forth.          **WHEREAS**, Employee is willing to serve as Chief Financial Officer of the Company, and theCompany 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, theparties hereto agree as follows:          Section 1. *Term of Employment*. The Employee’s employment under this Agreement shall commenceon the date of hereof and, subject to earlier termination pursuant to Section 5 of this Agreementbelow, shall continue until the first anniversary of the date hereof (the “Employment Term”).          Section 2. *Position and Duties*. During the Employment Term, the Employee shall serve asSenior Vice President and Chief Financial Officer (“CFO”) and shall have such powers and duties asare commensurate with such position and as may be conferred upon him from time to time by the ChiefExecutive Officer and the Board of Directors of the Company (the “Board”). During the EmploymentTerm, the Employee shall use his best efforts to faithfully perform the duties of CFO and shalldevote all of his business time, attention, skill and efforts exclusively to the business andaffairs of the Company, its subsidiaries and affiliates and the Employee agrees that he shall abideby all applicable policies of the Company. The Company acknowledges that the Employee’s primaryplace of business shall be Dallas, Texas, and the Employee acknowledges that in performance of hisduties hereunder, the Employee shall be required to travel to the Company’s facilities locatedthroughout the United States.          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
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(the “Base Salary”) less normal deductions and withholdings. The salary payments shall be made inaccordance with the Company’s standard payroll practices.               (b) Incentive Compensation. The Employee shall be entitled to participate in all compensationand employee benefit plans or programs (“plans and programs”), subject to the terms and conditionsof 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, orother insurance, stock purchase, restricted stock and stock option plans. Notwithstanding theforegoing, nothing in this Agreement shall preclude the amendment or termination of any such plansor programs.               (c) Premiums/Contributions. During the Employment Term, the Employee shall be entitled toparticipate 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 tovacation and sick leave in accordance with Company policies and procedures.               (e) Car Allowance. During the Employment Term, the Employee shall be entitled to an annualcar allowance in the amount of $9,000.00, which will be payable on a pro-rata basis in associationwith 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 allreasonable travel or other out-of-pocket expenses actually incurred by the Employee in connectionwith the performance of his duties and obligations under this Agreement. The Employee shall submitproof of such expenses in accordance with such policies and procedures as the Company may from timeto time establish for employees.          Section 5. *Effect of Termination of Employment*. The terms and conditions of this Agreementshall automatically terminate at the end of the Employment Term, or earlier, based on the followingcircumstances:               (a) Without “Cause”. Notwithstanding any provisions of this Agreement to the contrary, theCompany may terminate the Employee’s employment hereunder for any reason or for no reason, at anytime during the Employment Term, effective upon delivery of two (2) days notice by the Company. Inthe event the Employee’s employment terminates during the Employment Term, due to a Without CauseTermination (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 anamount equal to his Base Salary then in effect for the remainder of the Employment Term or for sixmonths, whichever is longer (the “Severance Period”) plus (i) any Base Salary already earned andaccrued under this Agreement prior to the effective date of termination; (ii) reimbursement underthis Agreement for expenses pursuant to Section 4 incurred prior to the effective date oftermination; and (iii) all vested
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benefits under the Company’s plans and programs, subject to the terms of such plans andprograms. This payment will be made, at the Company’s option, in a lump sum or ratably over theSeverance Period, within seven (7) days after receipt of the executed release and waiver. TheEmployee agrees and acknowledges that he shall be entitled to any and all payments (or futurepayments) 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 covenantsset forth in Sections 6 and 7 he shall not be entitled to any payment or future payment under thisSection 5(a). In the event of a termination pursuant to this Section 5(a), the Employee will beentitled to participate in continued group hospitalization, health and dental care insurance inaccordance with the terms and conditions of the Comprehensive Omnibus Budget Reconciliation Act(“COBRA”).               (b) Termination upon Death, Disability, or Cause. This Agreement shall terminate upon theEmployee’s death, disability or Cause (as hereinafter defined). If one of these events shalloccur, the Employee shall have no right to receive any compensation or benefit other than (i) anyBase Salary already earned and accrued under this Agreement prior to the effective date oftermination; (ii) reimbursement under this Agreement for expenses pursuant to Section 4 incurredprior to the effective date of termination; and (iii) all vested benefits under the Company’s plansand programs, subject to the terms of such plans and programs.               (c) Voluntary Resignation. The Employee may terminate his employment hereunder at any timeduring the Employment Term subject only to the requirement that the Employee shall provide theCompany with a minimum of thirty (30) days prior written notice. In the event of a voluntarytermination (resignation) by Employee, the Company will have no obligation to Employee other thanto pay Employee any earned and accrued Based Salary and the value of any earned, accrued, unusedvacation. 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 voluntarytermination were good and sufficient consideration for him to have to completely and fully abidewith his covenants and agreements set forth in Section 7 below concerning non-competition andnon-soliciation.               (d) With “Good Reason”. Notwithstanding any provision of this Agreement to the contrary, theEmployee may terminate his employment hereunder for Good Reason (as defined hereinafter), subjectto the requirement that the Employee shall provide the Company with a minimum of two (2) weeksprior written notice. In the event that the Company does not cure said Good Reason, the Employeeshall be entitled to receive, in exchange for a complete release and waiver, releasing the Companyof any and all legal claims or potential legal claims, an amount equal to his Base Salary then ineffect for the remainder of the Employment Term or for six months, whichever is longer (the“Severance Period”). This payment will be made, at the Company’s option, in a lump sum or ratablyover the Severance Period, 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 futurepayments) under this Section 5(d) so long as he is not in violation of Section 7 of this
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Agreement, set forth below. To the extent that the Employee is in violation of his agreementsand covenants set forth in Sections 6 and 7 he shall not be entitled to any payment or futurepayment under this Section 5(d). In the event of a termination pursuant to this Section 5(d), theEmployee will be entitled to participate in continued group hospitalization, health and dental careinsurance in accordance with the terms and conditions of the COBRA.               (e) 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 employment by the Company because the Employee has (a) materiallybreached or materially failed to perform his duties and such breach or failure to performconstitutes self-dealing, willful misconduct or recklessness, (b) committed an act of dishonesty inthe performance of his duties hereunder or engaged in conduct detrimental to the business of theCompany, (c) been convicted of a felony or any crime involving moral turpitude, (d) materiallybreached or materially failed to perform his obligations and duties hereunder, which breach orfailure 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 ofSections 6 and 7 below.                    (ii) The term “Without Cause Termination” means a termination of the Employee’s employment bythe Company other than due to expiration of the Employment Term and other than a Termination forCause.                    (iii) The term “Good Reason” means, the occurrence, without the Employee’s written consent, ofany of the following: (i) a significant change in the nature or scope of the Employee’s duties fromthose described in Section 2 above, including a material demotion or any assignment of dutiesmaterially and adversely inconsistent with Employee’s position as Chief Financial Officer (exceptin connection with the termination of Employee’s employment for Death, Disability or Cause); (ii) afailure by the Company to pay to the Employee any amounts due under this Agreement or provide anybenefits in accordance with the terms hereof, which failure is not cured within fifteen (15) daysfollowing receipt by the Company of notice from the Employee of such failure; or (iii) any othermaterial breach by the Company of this Agreement that remains uncured for fifteen (15) days afterwritten notice thereof by the Employee to the Company; or if the Company requires the Employee torelocate to an area more than twenty-five miles from the location of his office immediately priorto the date first written above, and the Employee declines to relocate.          Section 6. *Other Duties of Employee During and After Employment Term.*The Employeerecognizes and acknowledges that the principle business of the Company is providing wirelesscarriers with comprehensive real estate site acquisition and zoning services, radio frequency andnetwork design engineering, infrastructure equipment construction and installation, radiotransmission base station modification and project management services. The Employee furtherrecognizes and acknowledges that all information pertaining to the affairs, business, clients, orcustomers of the Company or any of its subsidiaries or affiliates (any or all of
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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 theCompany has previously made publicly available, is confidential information and is a unique andvaluable asset of the Business, access to and knowledge of which are essential to the performanceof the Employee’s duties under this Agreement. In consideration of the payments and obligationsmade to him hereunder, the Employee shall not at any time, except to the extent reasonablynecessary 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 tobe divulged to a government agency or pursuant to lawful process), or make use of any suchinformation 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 anysuch information by others. All records, memoranda, letters, books, papers, reports, accountings,experience or other data, and other records and documents relating to the Business, whether made bythe Employee or otherwise coming into his possession, are confidential information and are, shallbe, and shall remain the property of the Business. No copies thereof shall be made which are notretained by the Business, and the Employee agrees, on termination of his employment or on demand ofthe 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, theEmployee (1) will acquire knowledge of the trade and proprietary and confidential information as tothe 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 furtheracknowledges and agrees that the Company and its Affiliates will suffer substantial damage, whichwould be difficult to ascertain and is not compensable by monetary damages, if the Employee shoulduse such trade secrets or other proprietary and confidential information or take advantage of suchrelationship and that because of the nature of the information that will be known to the Employeeand the relationships created, it is necessary for the Company and its Affiliates to be protectedby the prohibition against Competition as set forth herein.               (ii) The Employee acknowledges that the retention of non-clerical employees employed by theCompany and its Affiliates in which the Company and its Affiliates have invested training anddepend on for the operation of their businesses is important to the businesses of the Company andits Affiliates, that the Employee will obtain unique information as to such employees and willdevelop 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’sSolicitation (as defined below) of such employees as set forth below.               (iii) The Employee acknowledges that the provisions of this Agreement are reasonable andnecessary for the protection of the businesses of the Company and its Affiliates and that part ofthe compensation paid under this Agreement and the agreement to pay
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compensation upon termination in certain instances is in consideration for the agreements andcovenants in this Section 7.          (b) Definitions               (i) For the purposes of this Agreement, “Competition” shall mean: participating, directly orindirectly, as an individual proprietor, partner, stockholder, officer, employee, director, jointventurer, investor, lender, consultant or in any capacity whatsoever (within the United States ofAmerica, 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 mereownership if not more than three percent (3%) of the total outstanding stock of a publicly helpcompany; or (ii) any activity engaged in with the prior written approval of the Board of Directorsof the Company.               (ii) For the purposes of this Agreement, “Competing Business” shall mean any line of businessengaged in by the Company and/or its subsidiaries and/for any entity in which the Company and/orits subsidiaries holds securities (other than entities in which the Company or its subsidiariesmake 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 controlwith”), as used with respect to the Company, shall mean the possession, directly or indirectly, ofthe power to direct or cause the direction of the management and policies of the Company, whetherthrough the ownership of voting securities or partnership interests, by contract of otherwise.               (iv) For purposes of this Agreement, “Solicitation” shall mean: recruiting, soliciting orinducing, of any non-clerical employee of the Company or its Affiliate to terminate theiremployment with, or otherwise cease their relationship with, the Company or its Affiliates orhiring or assisting another person or entity to hire any non-clerical employee of the Company orits Affiliates or any person who within twelve (12) months before had been a non-clerical employeeof the Company or its Affiliates and were recruited or solicited for such employment or otherretention while an employee of the Company, provided, however, that Solicitation shall not includeany of the foregoing activities engaged in with the prior written approval of the Board ofDirectors of the Company.          (c) If any restriction set forth with regard to Non-Competition or Non-Solicitation is foundby any court of competent jurisdiction, or in arbitration, to be unenforceable because it extendsfor too long a period of time or over too great a range of activities or in too broad a geographicarea, it shall be interpreted to amend over the maximum period of time, range of activities orgeographic area as to which it may be enforceable. If any provision of this
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Section shall be declared to be invalid or unenforceable, in whole or in part, as a result of theforegoing, as a result of public policy or for any other reason, such invalidity shall not affectthe 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’semployment for any reason whatsoever, whether by the Company or by the Employee and whether or notwith Cause, Good Reason or non-extension of the Employment Term, the Employee will not engage inSolicitation.          (e) During the Employment Term and for the Restricted Period (as hereafter defined) followinga 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 thedate of termination, (ii) for termination without Cause by the Company, or for Good Reason by theEmployee, the period in which the Company is making payments to Employee as specified in Section 5above, (iii) for termination as a result of the voluntary resignation by the Employee without GoodReason, one (1) year from the date of termination, and (iv) for termination of employment under anycircumstances after the expiration of the Employment Term, one (1) year from the date oftermination. The Employee expressly agrees and acknowledges that his promises, obligations, andcovenants under Section 6 above, and this Section 7, survive the Employment Term identified inSection 1.          (f) In the event of a breach or potential breach of Section 7, Employee acknowledges that theCompany and its Affiliates will be caused irreparable injury and that money damages may not be anadequate remedy and agree that the Company and its Affiliates shall be entitled to injunctiverelief (in addition to its other remedies at law) to have the provisions of Sections 7 enforced. Itis hereby acknowledged that the provisions of Section 7 are for the benefit of the Company and allof the Affiliates of the Company and each such entity may enforce the provisions of Sections 7 andonly the applicable entity can waive the rights hereunder with respect to its confidentialinformation and employees.          (g) Furthermore, in addition to and not in limitation of any other remedies provided herein orat law or in equity, in the event of a breach of Section 7 by the Employee, while he is receivingcompensation or benefits under Section 5 above, the Employee shall not be entitled to receive anyfuture amounts pursuant to Section 5 (a) or (d) hereof and shall reimburse the Company for anyamounts previously paid to the Employee pursuant to Section 5(a) or (d) hereof.          (h) The Company’s obligation to make payments, or provide for any benefits under thisAgreement (except to the extent vested or exercisable) shall cease upon a violation of thepreceding provisions of this section.          Section 9. *Acknowledgment*. The Employee acknowledges that he has carefully read and consideredall of the restraints imposed pursuant to Sections 6 and 7 and that each and every one of saidrestraints is reasonable in respect to subject matter, length of time and area. The Employeefurther acknowledges that damages at law would not be a measurable or
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adequate remedy for a breach of Sections 6 and 7 (non-solicitation and non-competition), andaccordingly consents to the entry by any court of competent jurisdiction of order enjoining himfrom violating any of such covenants. If any of the covenants contained in Sections 6 and/or 7 areheld to be invalid or unenforceable because of the duration of such provision or the area coveredthereby, the parties agree that the court making such determination shall have the power to reducethe duration and/or area of such provision and in its reduced form said provision shall then beenforceable.          Section 9. *Withholdings*. The Company may directly or indirectly withhold from any paymentsmade under this Agreement all Federal, state, city or other taxes and all other deductionsauthorized by the Employee or by law.          Section 10. *Consolidation, Merger or Sale of Assets*. Nothing in this Agreement shallpreclude the Company from consolidating or merging into or with, or transferring all orsubstantially all of its assets to, or engaging in any other business combination with, any otherperson or entity which assumes this Agreement and all obligations and undertakings of the Companyhereunder. Upon such a consolidation, merger, transfer of assets or other business combination andassumption, the term “Company” used herein shall mean such other person or entity and thisAgreement shall continue in full force and effect.          Section 11. *Notices*. All notices, requests, demands and other communications required orpermitted hereunder shall be given in writing and shall be deemed to have been duly given ifdelivered or mailed, postage prepaid, by same day or overnight mail (i) if to the Employee, at theaddress set forth above, or (ii) if to the Company, as follows:**Berliner Communications Inc.**