November 29, 2005

Mr. Robert R. McDaniel Hexion Specialty Chemicals, Inc. 15115 Park Row
Suite 160
Houston, TX  77084

Dear Mr. McDaniel:

Based upon our  discussions  on Tuesday,  November 29,  2005,  we have agreed to
proceed to Phase II, and  AirGATE  is pleased to present a  modification  to the
proposal  dated  November 2, 2005.  By reference  the October  24th  proposal is
included in this proposal.

The former  proposal  outlined a time  frame of  fifteen  months  with three ***
tests;  the first  *** test at six  months  from  beginning  of Phase  II.  This
proposal  is based on a *** test six months  from  receipt of a Hexion  purchase
order to begin Phase II. The first *** test will be followed by one month of ***
testing.  This *** testing will occur in a test *** of Hexion's choosing that is
calibrated relative to *** .

In  reviewing  this  requirement,  all  resources  and  expenditures  previously
committed  to *** tests two and three will be rolled  into the first *** test in
order to achieve this aggressive schedule.

THIS PROPOSAL DOES NOT INCLUDE THE FOLLOWING:

o        ***
o        ***
o        ***
o        ***

PHASEII:

Primary objectives:

o        ***
o        ***
o        ***


o        ***
o        ***
o        ***
o        ***
o        ***



***Confidential  Information  has been  omitted  and filed  separately  with the
Securities and Exchange Commission pursuant to a confidential treatment request.



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<PAGE>


Phase II Cost Summary:

                  Hardware:                                    ***

                  Software:                                    ***
                  Labor:                                       ***

                  TOTAL:                                       ***

                  AirGATE Margin:                              ***

                  AirGATE Cash Contribution:                   ***

         (AirGATE  will  contribute  * in cash to the Phase II project.  AirGATE
will purchase and supply supporting documents for * of software and hardware)

         In lieu of * of Phase II),  AirGATE,  a wholly owned  subsidiary of the
X-Change  Corporation  (OTCBB:XCHC),  will  provide  Hexion  or  its  designated
beneficiary  500,000  shares of the X-Change  Corporation's  common  stock.  The
Shares will be  restricted,  as defined  under Rule 144 and  Regulation D of the
Securities Act of 1933, as amended.

                  NET TOTAL PHASE II:                           ***

Payment Schedule:

                  Start of Phase II:                            ***
                  Months 2 through 7                            ***















***Confidential  Information  has been  omitted  and filed  separately  with the
Securities and Exchange Commission pursuant to a confidential treatment request.


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<PAGE>






SUGGESTED MODIFICATIONS TO MOU:

AirGATE royalty:            5% of gross revenue

AirGATE royalty term:       7 years

Date of commercialization:  Date of first customer sale not mutually considered
                            a "beta customer"

Base sale price***:         Mutually agreed price floor for technology


At the end of Phase II, a comprehensive report, including documentation, will be
provided to Hexion along with our recommendations regarding commercialization of
the product. In the event of any unresolved problem,  any unspent monies will be
returned  to Hexion.  At the end of the *** test,  a full  accounting  of monies
spent will be  provided  to Hexion,  and any  surplus  funds will be returned to
Hexion.

*Royalty  is  based on  gross  revenue.  Base  sales  price is used for  royalty
calculations  in those cases where  technology  is  discounted  or given away to
support Hexion marketing efforts.


We have enjoyed working with Hexion, and look forward to a successful Phase II.


Sincerely,


Michael L. Sheriff
President & CEO















***Confidential  Information  has been  omitted  and filed  separately  with the
Securities and Exchange Commission pursuant to a confidential treatment request.


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<PAGE>




December 21, 2005


Mr. Mike Sheriff
AirGATE Technologies
404 West Bethany
Allen, Texas 75013


This letter will serve as Hexion Specialty Chemicals acceptance of the terms and
conditions set forth by AirGATE  Technologies  for Phase II of Project Nevada in
the attached  proposal  dated  November 29, 2005. As set-forth in the proposal a
field  trial will be  anticipated  within 6 months of this date of  signing.  To
execute this  document  please sign in the provided  spaces and return a copy to
our offices.




Jerry Borges
Vice President -Oilfield Technology Group
Hexion Specialty Chemicals
15115 Park Row, Suite 160
Houston, Texas 77084

Agreed to and accepted by Hexion Specialty Chemicals

By:      _____________________________________

Name:    _____________________________________

Title:   _____________________________________

Date:    _____________________________________

Agreed to and accepted by AirGATE Technologies

By:      _____________________________________

Name:    _____________________________________

Title:   _____________________________________

Date:    _____________________________________












***Confidential  Information  has been  omitted  and filed  separately  with the
Securities and Exchange Commission pursuant to a confidential treatment request.



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