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Exhibit 10.3
GUARANTEE
The undersigned hereby irrevocably and unconditionally
guarantees, as a primary obligor and not merely as a surety, to
Sigma Opportunity Fund, LLC ("Buyer"), its successors and assigns,
the full and prompt payment of all amounts owing under the Note and
any and all other sums and charges payable by Berliner
Communications, Inc. (the "Company") to Buyer pursuant to the
Transaction Documents, and the full performance and observance of
all of the covenants, terms, conditions and agreements to be
performed and observed by the Company pursuant to the terms of the
Transaction Documents.
This Guaranty is an absolute and unconditional guaranty of
payment and performance. It shall be enforceable against the
undersigned without the necessity of any suit or proceeding on the
part of Buyer against the Company or any other party.
Except for the right to receive notice of default by the
Company, the undersigned waives any necessity of notice of
nonpayment, nonperformance or nonobservance by
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