MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING  (MOU) is made as of this ____ day of December,
2004, by and between AirGATE  Technologies Inc.,  ("AGTI"), a Texas Corporation,
with offices at 100 Allentown Parkway, Suite 110, Allen, Texas 75002, and BORDEN
Chemical Inc.,  ("BORDEN") a New Jersey corporation,  with offices at 15115 Park
Row, Suite 160, Houston, Texas 77084.

                                   BACKGROUND

AGTI is engaged in the  development  and sale of  Wireless  and Radio  Frequency
Identification (RFID) technology,  including software, hardware and professional
services.  BORDEN  Chemical is engaged in the development and sale of commercial
adhesive and resin based products  including  oilfield products  including resin
and  coated  sand  manufacturing  ("proppant").  Based on AGTI's  experience  in
wireless and RFID technology and services, BORDEN desires to retain the services
of AGTI to render such services on the terms and conditions set forth below.

WHEREAS,  AGTI has agreed to develop and test in phases detailed  herein,  a ***
via the use of *** and  other  applicable  technologies,  for use with  Borden's
products,  including but not limited to oilfield  products that are marketed for
use in a *** (the "Work Product"); and

IN CONSIDERATION of the mutual benefits to the respective  parties,  the parties
agree as follows:

1.0      SCOPE OF WORK

AGTI and BORDEN  shall work  together,  as  appropriate,  on the Work Product as
mutually agreed upon, including,  but not limited to the following specific Work
Product activities:

1.1.              Phase I -- Proof  of  Concept  --  Milestones  &  Deliverables
                  BORDEN and AGI will jointly agree upon the  milestones and due
                  dates for Phase I, which will include the following:

-        Creation of work plan
-        ***
-        ***
-        ***
-        ***
-        ***
-        ***
-        ***
-        ***
-        ***
-        ***
-        ***

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

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1.2.              Phase II -- Milestones  and  Deliverables  BORDEN and AGI will
                  jointly agree upon the  milestones and due dates for Phase II,
                  which will include the following:

-        ***
-        ***
-        ***
-        Lab testing of Prototypes
-        Field Testing of Prototypes

1.3.     Phase III -- Milestones  and  Deliverables  BORDEN and AGI will jointly
         agree  upon the  milestones  and due dates for Phase  III,  which  will
         include the following:

         -        Commercialization of Prototypes

1.4.     Prior to the  beginning  of each  phase,  BORDEN and AGTI will  jointly
         determine and agree upon the milestones and due dates, and, in the case
         of Phase II and Phase III, the projected  budget for each phase and the
         due dates for final payment of the remaining balances.

1.5.     The parties agree that the  completion due dates for Phase I is six (6)
         months from the agreed beginning of Phase I.

2.0      DUTIES

AGTI agrees to perform all services  defined in the Scope of Work.  Phase II and
Phase III will not begin until authorized by BORDEN. Phase I will begin upon the
authorization of a purchase order from BORDEN and receipt of payment.

AGTI agrees that at the close of business on the 4th Friday of each month,  AGTI
will  fax  a  signed   weekly   status   report  to  BORDEN  or  to  such  other
representatives as BORDEN may designate,  outlining the following items: list of
work items for the month then ending,  deliverables and accomplishments for each
of the work items and an itemized list costs applied against the budget.

3.0      COMPENSATION

BUDGET.  Unless  otherwise  agreed as part of part of the budget for each Phase,
the  parties  agree that  BORDEN  shall bear the  development  cost for the Work
Product.  Prior  to the  beginning  of each  Phase  the  parties  shall  jointly
establish the reasonable  budget for that Phase and the timelines and milestones
within each Phase.  As part of such  discussions  the parties will agree to what
extent and under what terms AGTI will  contribute to or control the  development
costs in exchange  for a royalty of between 2% to 5% to be paid by BORDEN on the
revenues BORDEN realizes from the  commercialization  of the Work Product during
the first five years after commercialization. In the negotiations concerning the
amount of and  terms for  royalties  the  parties  shall  consider  both  AGTI's
contribution  to the  budget  for  those  Phases  and the scope of the work AGTI
performs under those Phases.  If AGTI  contributes 50% to the costs of Phases II
and III then the target royalty rate that the parties shall  negotiate  shall be


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

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5%.  If AGTI's  contribution  to the costs of Phases II and III is less than 50%
then the target  royalty rate shall be equal to 2% plus the percentage of AGTI's
contribution times .06. Unless otherwise agreed,  BORDEN will contribute 100% of
the agreed  budget in cash  payable  50% at the  beginning  of the Phase and the
remainder payable by monthly installments over the term of the Phase, calculated
by dividing the remaining budget for the Phase by the number of months scheduled
to complete the Phase. It shall be AGTI's  responsibility  to complete the Scope
of Work  within  each Phase  within the  budget.  AGTI shall be  entitled  to no
additional compensation unless agreed to in advance in writing by BORDEN.

No royalty  shall be payable by BORDEN  unless the  parties  proceed  jointly to
Phase II and Phase III and the Work Product is successfully  commercialized.  If
AGTI  successfully  completes Phase I and BORDEN fails to include AGTI in Phases
II and III, but nevertheless  achieves successful  commercialization of the Work
Product  through  other  means or  sources,  then at the end of the  first  year
following successful  commercialization BORDEN shall pay AGTI an opportunity fee
of $180,000, to compensate AGTI for the loss of a royalty opportunity.

The  parties  agree  that the  budget  for  Phase I shall be  $300,000,  payable
$150,000  within 30 days after the date hereof and the remainder to be paid in 5
equal installments of $30,000 each on the last day of each month commencing with
month 2 of Phase I. AGTI shall  prepare and maintain  good and accurate  records
demonstrating  its  actual  costs for  performing  the Scope of Work in Phase I,
including but not limited to time sheets or logs, receipts,  invoices,  purchase
orders,  vouchers and other books and  records.  Supplies,  materials,  rentals,
travel  expenses and  subcontracted  employees shall be charged to the budget at
AGTI's actual out of pocket costs.  AGTI labor shall be charged to the budget at
the hourly  rates listed in Exhibit A.  Overhead,  such as  telephone,  postage,
electricity,  accounting  and clerical help and the general use of computers and
office  machines shall be included in AGTI's hourly rate. AGTI shall give BORDEN
an  accounting  of its  total  costs  at the end of  Phase I and  access  to all
supporting books and records.  In the event that AGTI's total cost of performing
the Scope of Work for Phase I is less than  $250,000 then the budget for Phase I
shall be adjusted so the total amount  payable to AGTI is equal to AGTI's costs,
plus 20%, and any excess paid by Borden shall be refunded by Borden. There shall
be no adjustments for any increase in costs above $250,000.

4.0      TERM.

The term of this MOU shall  commence  on the date  hereof  and  expire  upon the
termination of this MOU in accordance with Section 5.

5.0      TERMINATION.

This MOU may be terminated as follows:

(a)      By Borden upon thirty (30) days written notice;

(b)      By either  party upon the  delivery to the other party (the  "Breaching
         Party") of written notice to such effect if (i) the Breaching Party has
         breached  any of its material  obligations  under this MOU and (ii) the
         breach has not been cured within  thirty (30) days after the receipt by
         the Breaching Party of written notice to such effect;

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

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(c)      By Borden upon  delivery  of written  notice to such effect if (i) AGTI
         has failed to achieve any  material  mutually  agreed  milestone by the
         agreed date,  but with due allowance  for  unavoidable  and  unforeseen
         delays and (ii) AGTI has not cured such failure within thirty (30) days
         after its receipt of written notice of such failure;

(d)      By either  party upon the  delivery to the other  party (the  "Bankrupt
         Party") of written  notice to such effect if (i) the Bankrupt Party has
         filed,  or consented  by answer or otherwise to the filing  against the
         Bankrupt  Party  of,  a  petition  for  relief  or   reorganization  or
         liquidation (in connection with a bankruptcy or insolvency  proceeding)
         or  taken  advantage  of  any  bankruptcy  or  insolvency  law  of  any
         jurisdiction, (ii) the Bankrupt Party has made a general assignment for
         the benefit of its  creditors,  or  consented to the  appointment  of a
         custodian,  receiver,  trustee or other officer with similar powers for
         the  Bankrupt  Party or for any material  part of the Bankrupt  Party's
         properties,  (iii) a  court  or  governmental  authority  of  competent
         jurisdiction has, without the consent of the Bankrupt Party,  appointed
         a custodian,  receiver,  trustee or other  officer with similar  powers
         with respect to the Bankrupt  Party,  (iv) an order for relief has been
         entered  against  the  Bankrupt  Party  in any case or  proceeding  for
         liquidation  or  reorganization  or otherwise to take  advantage of any
         bankruptcy  or  insolvency  law of any  jurisdiction,  or ordering  the
         dissolution, winding-up or liquidation (in connection with a bankruptcy
         or insolvency  proceeding) of the Bankrupt Party or (v) any petition of
         any such  relief  has been filed  against  the  Bankrupt  Party and the
         petition  has not been  dismissed  within 90  calendar  days  after the
         filing;

(e)      By BORDEN upon the delivery to AGTI of written notice to such effect if
         AGTI has acquired  control of, or become  controlled by or under common
         control with, any competitor of BORDEN.

6.0      EFFECT OF TERMINATION.

Upon  termination  of this MOU,  neither party shall have any further  rights or
obligations hereunder,  except that (i) the provisions of Sections 7 and 8 shall
survive  such  termination,  (ii) any  equipment  loaned by BORDEN  pursuant  to
Section 10 shall be  returned  to BORDEN,  and (iii) if the  termination  is for
reasons  other than a breach by AGTI pursuant to clause (b) or (c) of Section 5,
BORDEN shall pay AGTI all  installments  of  compensation  earned to the date of
termination.

7.0      COVENANT OF NONDISCLOSURE.

AGTI shall not, at any time during or after the term of this MOU, in any manner,
either directly or indirectly,  divulge, disclose, or communicate to any person,
firm, corporation or other entity, or use for his own benefit or for the benefit
of any other person, firm,  corporation or other entity, and not for the benefit
of BORDEN, any information  acquired from Border or its affiliates,  without the


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


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express prior written consent of an authorized  executive  officer of BORDEN, as
more fully set forth in a certain  Non-disclosure  Agreement  between BORDEN and
AGTI dated July 29, 2004.

8.0      RIGHTS TO WORK; LICENSE TO AGTI.

The  parties  acknowledge  that  the Work  Product  created  by AGTI for  BORDEN
pursuant hereto is being created at the insistence of BORDEN.

BORDEN  hereby  owns and AGTI hereby  grants,  assigns and conveys to BORDEN all
right,  title and interest in and to all  inventions,  discoveries,  prototypes,
programs,  specifications,  documentation  and all other  technical  information
prepared  by AGTI,  either  solely or jointly  with  BORDEN  and/or  others,  in
connection with this MOU, including but not limited to all Work Product, as well
as all works of  authorship,  trade secrets and other  proprietary  data and all
other materials (as well as the copyrights,  patents,  trade secrets and similar
rights attendant hereto) conceived,  reduced to practice,  authored or developed
by AGTI,  either solely or jointly with BORDEN and/or others,  including but not
limited to BORDEN,  during and in  connection  with this MOU  (collectively  the
"BORDEN Owned Technology").

AGTI  agrees  that it will not seek  patent,  copyright,  trademark,  registered
design or other  protection  for any  rights  in the  BORDEN  Owned  Technology,
including  works of  authorship,  proprietary  data or other  materials  related
thereto. AGTI shall have no right to disclose or use any such inventions,  works
of authorship,  trade secrets and proprietary data or other materials related to
the BORDEN Owned  Technology  and shall not  communicate  to any third party the
nature  of or  details  relating  to  the  BORDEN  Owned  Technology,  works  of
authorship,  proprietary data or other  materials.  AGTI agrees that at BORDEN's
expense,  AGTI shall do all  things  and  execute  all  documents  as BORDEN may
reasonably  require to vest in BORDEN or its  nominees  the rights  referred  to
herein and to secure for BORDEN or its nominees all patent, trademark, and trade
secret  copyright  protection  related to the BORDEN  Owned  Technology.  AGTI's
obligations under this Section 8 shall survive  expiration or termination of the
MOU and any amendments thereto.  Furthermore, AGTI hereby irrevocably waives all
rights in and to the BORDEN Owned Technology created or developed hereunder.

BORDEN  shall have the right to use the  BORDEN  Owned  Technology,  any part or
parts thereof,  or none of the BORDEN Owned  Technology,  as it sees fit. BORDEN
may alter the BORDEN Owned  Technology,  add to it, or combine it with any other
work or  works,  at its sole  discretion.  Notwithstanding  the  foregoing,  all
original material  submitted by AGTI as part of the Work Product,  including but
not limited to designs, prototypes, test results, programs, listings, printouts,
documentation,  notes, flow charts,  and programming aids, shall be the property
of BORDEN whether or not BORDEN uses such material.

Title to all material and  documentation,  including but not limited to, systems
specifications  furnished  by BORDEN to AGTI or  delivered by BORDEN into AGTI's
possession  shall remain with  BORDEN.  AGTI shall  immediately  return all such
material  or  documentation  within  seven (7) days of any  request  or upon the
termination or conclusion of this  engagement  under this MOU,  whichever  shall
occur first.


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


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Whenever  an  invention  or  discovery  is  made  by AGTI  either  solely  or in
collaboration with others,  including employees of BORDEN, under or relating, in
any manner,  to this MOU, AGTI shall promptly give BORDEN written notice thereof
and shall  furnish  BORDEN with complete  information  thereon  including,  as a
minimum,  (1) a  complete  written  disclosure  of each such  invention  and (2)
information  concerning  the  date  and  identity  of any  public  use,  sale or
publication  of such  invention  known to AGTI.  As used  herein,  the terms (1)
"invention" or "invention or discovery" includes any art, machine,  manufacture,
design or composition of matter or any new and useful improvement  regarding the
Work  Product  where it is or may be  patentable  under the  patent  laws of the
United States or of any foreign  country;  and (2) "made," when used in relation
to any  invention  or  discovery,  means the  conception  of the first actual or
constructive reduction to practice of such invention.

Subject to the terms of this MOU, BORDEN hereby grants, and AGTI hereby accepts,
a  royalty  bearing,  exclusive  right  and  license,  to use the  BORDEN  Owned
Technology  to make,  use,  offer for sale and sell  products or services in the
following  RFID wireless  applications  (i) track and trace  assets,  especially
within  buildings  and  underground  enclosures,  (ii)  track and trace  people,
especially within buildings and underground enclosures and (iii) track and trace
cattle (the "AGTI Field of Use").  Notwithstanding anything else to the contrary
in this MOU,  and  except for the  rights  and  licenses  granted to AGTI in the
previous  sentence,  BORDEN retains all right,  title and interest in and to the
BORDEN Owned  Technology.  In the event AGTI recognizes an opportunity to employ
the BORDEN Owned  Technology for additional uses or applications  outside of oil
field use or other uses then being practiced or contemplated by BORDEN, AGTI and
BORDEN will enter into good faith  negotiations with respect to the expansion of
the AGTI Field of Use to such additional uses or applications.

AGTI shall pay to BORDEN a royalty  based on five  percent  (5%) of all  Revenue
received by AGTI in the AGTI Field of Use.  For  purposes  of this MOU,  Revenue
includes the net sale price received by AGI for any products after deducting any
returns,  allowances,  taxes  or  transportation,  and all  royalties  and  fees
received by AGTI from the granting of any licenses.  The royalty shall apply for
a period of ten years after first commercialization by AGTI in the AGTI Field of
Use (the  "Royalty  Period")  after which the royalty shall be deemed fully paid
up. All such payments  made by AGTI to BORDEN will be due and payable  annually,
simultaneously  with the delivery of an annual report that AGTI shall furnish to
BORDEN  within  thirty (30) days  following  the end of each fiscal year setting
forth the Revenues received by AGTI in the AGTI Field of Use during that year.

During the Royalty  Period and for one year after the  expiration or termination
of the  Royalty  Period,  AGTI  shall  keep full and  accurate  books of account
sufficient to record its Revenue.  During the term of the Royalty Period and for
one year  thereafter,  BORDEN,  upon twenty  (20)  calendar  days prior  written
notice,  shall have the right, at its own expense and at reasonable times during
business  hours,  to have  the  aforesaid  records  of AGTI  examined  by a duly
accredited  independent  public  accountant for the sole purpose of, and only to
the extent  necessary  for,  verifying  AGTI's  Revenues.  Such audits  shall be
permitted no more than once each calendar year and said  accountants  shall hold
information  learned in the course of any and all audits  hereunder in strictest
confidence except to the extent necessary for BORDEN to enforce its rights under
this MOU.



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

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AGTI  agrees it will not  disclose to any third  party,  without  prior  written
consent of BORDEN,  any  invention  or  discovery  made under or relating to the
BORDEN  Owned  Technology  and  this  MOU or  any  proprietary  or  confidential
information  acquired  from  BORDEN  under this MOU,  including  trade  secrets,
business plans and confidential or other information which may be proprietary to
BORDEN, all of which shall be subject to the Non-disclosure  Agreement described
in Section 7 hereof.

9.0      STANDARD OF CARE.

AGTI shall perform its services in a good and  workmanlike  manner and otherwise
in accordance  with the generally  accepted  standard of care  applicable to the
performance  of similar  services.  If the  performance  of any service does not
conform to such  standard  of care,  then AGTI  shall  promptly  re-perform  the
service.

AGTI shall  assign to the  performance  of its  services  individuals  that AGTI
determines are sufficiently  experienced and skilled and reasonably necessary to
permit  AGTI  to  perform  the  services.  AGTI  shall  control  the  day-to-day
activities of such  individuals and otherwise  ensure that no such individual is
deemed to be an employee of BORDEN for any purpose.

AGTI will not  knowingly  create  Work  Product in any manner in which it or its
intended use infringes the patent or property rights of third parties.

10.0     LOANED EQUIPMENT.

BORDEN  shall  loan to AGTI,  and AGTI  shall  borrow  from  BORDEN,  the Loaned
Equipment.  The  initial  Loaned  Equipment,  if any, is set forth on the Loaned
Equipment  Schedule  attached.  If BORDEN delivers to AGTI, on a loan basis, any
other  assembly or test  equipment,  then the Loaned  Equipment  Schedule  shall
automatically  be amended to include the  equipment,  and BORDEN shall  promptly
deliver to AGTI a copy of the amended Schedule. All equipment loaned to AGTI, as
identified in the Loaned  Equipment  Schedule,  will be fully insured by BORDEN.
AGTI shall  maintain the Loaned  Equipment and upon the  termination of this MOU
shall  return  the  Loaned  Equipment  to  BORDEN in good  order and  condition,
reasonable wear and tear excepted.

11.0     LEGAL PROCEEDINGS.

Any  controversy  or claim arising  between the parties with respect to disputes
relating to this MOU shall be resolved by binding arbitration. This agreement to
arbitrate  shall  continue  in  force  and  effect  despite  the  rescission  or
termination  of this MOU. All  arbitration  shall be undertaken  pursuant to the
Federal  Arbitration  act,  and  the  decision  of the  arbitrator(s)  shall  be
enforceable in any court of competent  jurisdiction.  The parties  knowingly and
voluntarily  waive their rights to have their dispute tried and adjudicated by a
judge  or  jury.  The  arbitrator(s)  shall  apply  the  law of  Texas  and  the
arbitration shall be held in or within twenty-five (25) miles of Dallas,  Texas,
as determined by the parties, or if they do not agree, by the arbitrator(s).

(a)               Any party may demand  arbitration by sending written notice to
                  the other  party.  The  arbitration  and the  selection of the
                  arbitrator(s) shall be conducted in accordance with such rules



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

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                  as may be agreed upon by the parties,  or,  failing  agreement
                  within  30 days  after  arbitration  is  demanded,  under  the
                  Commercial  Arbitration  Rules  of  the  American  Arbitration
                  Association, as such rules may be modified by this MOU. In any
                  dispute,  which involves more than $100,000 in damages,  three
                  arbitrators shall be used.

(b)               The costs of  arbitration,  but not the costs and  expenses of
                  the  parties,  shall be shared  equally by the  parties.  If a
                  party  fails  to  proceed  with  arbitration,   unsuccessfully
                  challenges the arbitration  award, or fails to comply with the
                  arbitration  award,  the  other  party is  entitled  to costs,
                  including  reasonable  attorney's  fees,  for having to compel
                  arbitration  or  defend  or  enforce  the  award.   Except  as
                  otherwise  required by law, the parties and the  arbitrator(s)
                  shall maintain as  confidential  all  information or documents
                  obtained during the arbitration process,  including resolution
                  of the dispute.

(c)               Notwithstanding  the above, the parties  recognize that either
                  party may desire to seek  emergency,  provisional,  or summary
                  relief (including  temporary injunctive relief) to enforce the
                  provisions of this MOU relating to protection of  confidential
                  information or other restrictions.  Either party may seek such
                  relief,  provided,  however,  that,  immediately following the
                  issuance of any emergency,  provisional,  temporary injunctive
                  or summary relief,  any judicial  proceedings  shall be stayed
                  (and  each  party   shall   consent  to  such  stay)   pending
                  arbitration of all underlying claims between the parties.

12.0     EXPORT REGULATIONS.

AGTI  acknowledges its obligations to control access to technical data under the
U.S.  Export  Laws  and  Regulations  and  agrees  to  adhere  to such  laws and
regulations  with regard to any technical data received or developed  under this
MOU.

13.0     ADHERENCE TO LAWS.

AGTI agrees that in carrying out its duties and responsibilities under this MOU,
it will neither  undertake nor cause, nor permit to be undertaken,  any activity
which either (i) is illegal under any laws,  decrees,  rules,  or regulations in
effect in either the United  States or any other  country in which  BORDEN has a
business  interest;  or (ii) would  have the  effect of causing  BORDEN to be in
violation of any laws,  decrees,  rules,  or regulations in effect in either the
United States or any other country in which BORDEN has a business interest.

AGTI agrees to notify BORDEN immediately of any extortive solicitation,  demand,
or other  request  for  anything  of value,  by or on  behalf  of any  entity or
individual, relating to the subject matter of this MOU.

14.0     PUBLICITY.

Except  as  otherwise  required  by  applicable  law or  Security  and  Exchange
Commission  rules,  neither party shall issue or cause the issuance of any press
release or other  publication  of the existence of this MOU or the  transactions



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

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contemplated  hereby,  without the prior consent of the other party.  Border and
AGTI agree that this consent will not be unreasonably withheld.

15.0     RELATIONSHIP OF THE PARTIES.

AGTI shall perform its obligations  under this MOU as an independent  contractor
of BORDEN.  Nothing  contained  in this MOU is intended or shall be construed to
create  any  partnership,  joint  venture  or agency  relationship  between  the
parties.  Nothing  contained  in this MOU is intended or shall be  construed  to
confer upon or give any person or entity other than the parties any rights under
or by reason of this MOU.

16.0     INDEMNIFICATION.

AGTI  shall  defend,  indemnify  and  hold  harmless  BORDEN  and its  officers,
directors,  employees,  agents, parent,  subsidiaries and other affiliates, from
and against  any and all  damages,  costs,  liability,  and  expense  whatsoever
(including attorneys' fees and related disbursements)  incurred by reason of (a)
any  failure by AGTI to perform  any  covenant  or  agreement  of AGTI set forth
herein;  (b)  injury  to or  death of any  person  or any  damage  to or loss of
property which is due to the negligence  and/or willful acts of AGTI; or (c) any
breach by AGTI of any representation, warranty, covenant or agreement under this
MOU.  BORDEN shall have the right to offset against any fees or commissions  due
AGTI under  this MOU the amount of any  indemnity  to which  BORDEN is  entitled
under this Section 16 for any damage,  cost,  liability,  expense,  fee or other
disbursement, incurred by BORDEN pursuant to this Section 16.

17.0     MISCELLANEOUS

         17.1.    COOPERATION.  AGTI  agrees  that at any time and from  time to
                  time, upon the request of BORDEN, to do, execute,  acknowledge
                  and deliver, or cause to be done,  executed,  acknowledged and
                  delivered, all such further acts, documents and instruments as
                  may be required to effect any of the transactions contemplated
                  by this MOU.

         17.2.    AMENDMENTS.   This  MOU  replaces  and  supersedes  all  prior
                  agreements,  and any other agreements  relating to the subject
                  matter hereof, between the parties to this MOU. No alteration,
                  modification,  amendment  or other change of this MOU shall be
                  binding  on  the  parties  unless  in  writing,  approved  and
                  executed by AGTI and an authorized executive officer of BORDEN
                  whether by operation of law or otherwise.

         17.3.    ASSIGNMENT.  This MOU is not  assignable  by AGTI,  whether by
                  operation of law or otherwise,  and all  obligations of BORDEN
                  hereunder,   other  than  the  obligation  to  pay  previously
                  entitled compensation,  shall terminate automatically upon the
                  termination of this MOU.

         17.4.    NOTICES.  Any notice or other  communication  pursuant to this
                  Agreement shall be in writing and shall be deemed to have been
                  fully  given  or made  upon  the  first  to  occur of the date
                  actually  delivered or the  expiration  of five (5) days after



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                  being mailed by United States  registered  or certified  mail,
                  postage  prepaid,  to the  following  addresses  or such other
                  addresses  as the  parties may provide in writing to the other
                  from time to time:

         If to BORDEN:

                           ====================
                           ====================
                           --------------------

         If to AGTI:

                           Mr.  Michael L.  Sheriff t CEO AirGATE  Technologies,
                           Inc. 100 Allentown Parkway
                           Suite 110
                           Allen, TX  75002

         17.5.    GOVERNING LAW. This MOU shall be governed by and  interpreted,
                  construed  and  enforced  in  accordance  with the laws of the
                  State of Texas, excluding conflicts of laws principles.

         17.6.    INVALIDITY.  The terms of this MOU shall be  severable so that
                  if any  term,  clause,  or  provision  hereof  shall be deemed
                  invalid  or  unenforceable  for  any  reason  by  a  court  of
                  competent  jurisdiction,  such invalidity or  unenforceability
                  shall not affect the remaining  terms,  clauses and provisions
                  hereof,  the parties  intending that if any such, term, clause
                  or provision  were held to be invalid  prior to the  execution
                  hereof,  they would have executed an agreement  containing the
                  remaining terms, clauses and provisions of this MOU.

         17.7.    WAIVER OF  BREACH.  The waiver by either  party  hereto of any
                  breach  of  the  terms  and  conditions  hereof  will  not  be
                  considered a modification  of any provision,  nor shall such a
                  waiver act to bar the enforcement of any subsequent breach.

         17.8.    BACKGROUND,   ENUMERATIONS  AND  HEADINGS.  The  "Background,"
                  enumerations  and  headings  contained  in  this  MOU  are for
                  convenience of reference only and are not intended to have any
                  substantive significance in interpreting this MOU.

         17.9.    COMPANY  PROPERTY.  All BORDEN  property in the  possession or
                  control of AGTI including, but not limited to, specifications,
                  documentation,  manuals,  tools, and programs will be returned
                  by AGTI to BORDEN on  demand,  or at the  termination  of this
                  MOU, whichever shall come first.

         17.10.   WARRANTY.  As an inducement for BORDEN to enter into this MOU,
                  AGTI represents and warrants to BORDEN that all services, work
                  and deliverables to be performed  hereunder shall be performed



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                  by  AGTI  in  a  professional  and  workmanlike   manner,   in
                  accordance with the highest  industry  standards.  AGTI shall,
                  and shall cause each of its subcontractors to, comply with all
                  industry standards applicable to the Work Product

         17.11.   SUCCESSORS AND ASSIGNS. This MOU shall inure to the benefit of
                  and be  binding  upon the  parties  and their  successors  and
                  assigns.

IN WITNESS WHEREOF,  the parties have executed this MOU effective the date first
written above.

AirGATE Technologies, Inc.         BORDEN Chemical, Inc.

By:___________________________     By:_________________________

Name:_________________________     Name:_______________________

Title:________________________     Title:______________________

Date:_________________________     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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