EXECUTION
        COPY

       

    

    
      CONTINUING
        UNCONDITIONAL GUARANTY

      (Hong
        Kong Corporate
        Guarantor)

       

      WHEREAS,
        Airgate International Corporation, a New York corporation, as borrower
        (“Borrower”)
        and
        the Guarantors (as defined in the Loan Agreement), from time to time party
        thereto are entering into that certain Loan and Security Agreement dated
        as of
July
        17, 2007
        (as may be amended, restated, supplemented or otherwise modified from time
        to
        time, the “Loan
        Agreement”;
        all
        capitalized terms used herein shall have the same meanings ascribed to them
        in
        the Loan Agreement unless otherwise expressly stated) with BHC INTERIM FUNDING
        II, L.P., a Delaware limited partnership (the “Lender”),
        pursuant to which Lender is concurrently making a secured term loan to Borrower
        (the “Term
        Loan”);
        and


       

      WHEREAS,
        Lender has required that the Guarantor, execute and deliver this Continuing
        Unconditional Guaranty (this “Guaranty”)
        to
        Lender as a condition precedent to making the Term Loan to Borrower pursuant
        to
        the Loan Agreement; and 

       

      WHEREAS,
        the Guarantor is an Affiliate of
        Borrower and therefore such Guarantor will directly or indirectly receive
        certain benefits from the credit accommodations hereinabove described and
        is
        therefore willing to guaranty the prompt payment and performance of the
        Obligations (as such term is hereinafter defined) of Borrower, on the terms
        set
        forth in this Guaranty.

       

      NOW,
        THEREFORE, for value received and in consideration of Lender’s execution of the
        Loan Agreement and making of the Term Loan to Borrower, the undersigned
        irrevocably, absolutely and unconditionally guarantees (i) the full and prompt
        payment when due, whether at maturity or earlier, by reason of acceleration
        or
        otherwise, and at all times thereafter, of all of the indebtedness and
        obligations of every kind and nature of Borrower to Lender, or any parent,
        affiliate or subsidiary of Lender (the term “Lender” as used hereafter shall
        include such parents, affiliates and subsidiaries), pursuant to the terms
        of the
        Loan Agreement and the other Loan Documents, and whether principal, interest,
        fees, costs, expenses or otherwise (including, without limitation, any interest,
        fees or expenses accruing following the commencement of any insolvency,
        receivership, reorganization or bankruptcy case or proceeding relating to
        Borrower, whether or not a claim for post-petition interest, fees or expenses
        is
        allowed in such case or proceeding), howsoever created, arising or evidenced,
        whether direct or indirect, absolute or contingent, joint or several, now
        or
        hereafter existing, or due or to become due, and howsoever owned, held or
        acquired by Lender, whether through discount, overdraft, purchase, direct
        loan
        or as collateral or otherwise; and (ii) the prompt, full and faithful discharge
        by Borrower of each and every term, condition, agreement, covenant,
        representation and warranty now or hereafter made by Borrower to Lender under
        the Loan Agreement and the other Loan Documents (as such term is defined
        in the
        Loan Agreement) (all such indebtedness and obligations being hereinafter
        referred to as the “Obligations”).
        For
        sake of clarity, the Obligations shall include all “Obligations” as defined in
        the Loan Agreement. The Guarantor further agrees to pay all reasonable
        out-of-pocket costs and expenses, including, without limitation, all court
        costs
        and reasonable attorneys’ and paralegals’ fees paid or incurred by Lender in
        collecting all or any part of the Obligations from, or in prosecuting or
        defending any action against, any Guarantor or any other guarantor of all
        or any
        part of the Obligations. All amounts payable by any Guarantor under this
        Guaranty shall be payable upon demand by Lender and shall be made in lawful
        money of the United States, in immediately available funds.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      SECTION
        1. No
        Fraudulent Conveyance.
        Notwithstanding any provision of this Guaranty to the contrary, it is intended
        that this Guaranty, and any liens and/or floating charges and security interests
        granted by the Guarantor to secure this Guaranty, do not constitute a
“Fraudulent Conveyance” (as defined below). Consequently, the Guarantor agrees
        that if this Guaranty, or any liens and/or floating charges and security
        interests securing this Guaranty, would, but for the application of this
        sentence, constitute a Fraudulent Conveyance, this Guaranty and each such
        lien
        and/or floating charge and security interest shall be valid and enforceable
        only
        to the maximum extent that would not cause this Guaranty or such lien and/or
        floating charge and security interest to constitute a Fraudulent Conveyance,
        and
        this Guaranty or the other Loan Documents providing for such liens and/or
        floating charges and security interests shall automatically be deemed to
        have
        been amended accordingly at all relevant times. For purposes hereof,
“Fraudulent
        Conveyance”
means
        a
        fraudulent conveyance under Section 548 of the Bankruptcy Code (as hereinafter
        defined) or a fraudulent conveyance or fraudulent transfer under the provisions
        of any applicable fraudulent conveyance or fraudulent transfer law or similar
        law of any state, nation or other governmental unit, as in effect from time
        to
        time.

       

      SECTION
        2. Unconditional
        Guaranty.
        The
        Guarantor hereby agrees that, except as hereinafter provided, its obligations
        under this Guaranty shall be irrevocable, absolute and unconditional,
        irrespective of (i) the validity or enforceability of the Obligations or
        any
        part thereof, or of any promissory note or other document evidencing all
        or any
        part of the Obligations, (ii) the absence of any attempt to collect from
        Borrower or any other guarantor all or any part of the Obligations or other
        action to enforce the same, (iii) the waiver or consent by Lender with respect
        to any provision of any instrument evidencing the Obligations, or any part
        thereof, or any other agreement heretofore, now or hereafter executed by
        Borrower or any other guarantor, and delivered to Lender, (iv) failure by
        Lender
        to take any steps to perfect and maintain its security interest in, or to
        preserve its rights, title or interest in and to, any security or collateral
        for
        the Obligations, (v) the existence or nonexistence of any defenses which
        may be
        available to Borrower or any other guarantor with respect to all or any part
        of
        the Obligations, (vi) the institution of any proceeding under Chapter 11
        of
        Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended (the
“Bankruptcy
        Code”),
        or
        any similar proceeding, by or against Borrower or any other guarantor or
        Lender’s election in any such proceeding of the application of Section
        1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a security
        interest by Borrower, as debtor-in-possession, under Section 364 of the
        Bankruptcy Code (or use of cash collateral under Section
        363
        of the
        Bankruptcy Code), (viii) the disallowance, under Section 502 of the Bankruptcy
        Code, of all or any portion of Lender’s claim(s) for repayment of the
        Obligations, or (ix) any other circumstance which might otherwise constitute
        a
        legal or equitable discharge or defense of any other guarantor.

       

      SECTION
        3. Waiver.
        The
        Guarantor hereby waives diligence, presentment, demand of payment, filing
        of
        claims with a court in the event of receivership or bankruptcy of Borrower
        or
        any other guarantor, protest or notice (except as provided elsewhere in the
        Loan
        Documents) with respect to the Obligations and all demands whatsoever, and
        covenants that this Guaranty will not be discharged, except by the complete
        and
        indefeasible payment and satisfaction in full of
        all of
        the Obligations. The Guarantor further waives notice of (i) acceptance of
        this
        Guaranty, (ii) the existence or incurring from time to time of any Obligations
        guarantied hereunder, (iii) the existence of any Default or Event of Default,
        demand of payment, nonpayment, or Lender taking any action, under the Loan
        Agreement or any other Loan Document, and (iv) default and demand hereunder.
        Upon the occurrence and during the continuance of any Event of Default (as
        defined in the Loan Agreement), Lender may, in its sole election (regardless
        of
        whether the liability of Borrower or any other guarantor of all or any part
        of
        the Obligations has matured or may then be enforced), proceed directly and
        at
        once, without notice, against any Guarantor to collect and recover the full
        amount or any portion of the Obligations, without first proceeding against
        Borrower, any other guarantor, or any other Person (as defined in the Loan
        Agreement), firm or corporation, or against any security or collateral for
        the
        Obligations. The Guarantor agrees that this Guaranty constitutes a guarantee
        of
        payment when due and not of collection.

       

      
        
           

        

        
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      SECTION
        4. Authorization.
        Lender
        is hereby authorized, without notice or demand and without affecting the
        liability of any Guarantor hereunder, at any time and from time to time to
        (i)
        renew, extend, accelerate or otherwise change the time for payment of, or
        other
        terms relating to, the Obligations or otherwise modify, amend or change the
        terms of any promissory note or other agreement, document or instrument now
        or
        hereafter executed by Borrower or any other guarantor and delivered to Lender;
        (ii) accept partial payments on the Obligations; (iii) take and hold security
        or
        collateral for the payment of the Obligations guaranteed hereby, or for the
        payment of this Guaranty, or for the payment of any other guaranties of the
        Obligations, and exchange, enforce, waive and release any such security or
        collateral; (iv) apply such security or collateral and direct the order or
        manner of sale or other disposition thereof in its discretion as it may
        determine; and (v) settle, release, compromise, collect or otherwise liquidate
        the Obligations and any security or collateral therefor in any manner, without
        affecting or impairing the obligations of any Guarantor hereunder. Lender
        shall
        have the exclusive right to determine the time and manner of application
        of any
        payments or credits, whether received from Borrower or any other source,
        and
        such determination shall be binding on the Guarantor. All such payments and
        credits may be applied, reversed and reapplied, in whole or in part, to any
        of
        the Obligations as Lender shall determine in its discretion without affecting
        the validity or enforceability of this Guaranty.

       

      SECTION
        5. Security
        Interest.
        To
        secure the payment and performance of the Obligations and the Guarantor’s
        obligations hereunder, the Guarantor grants to Lender a continuing perfected
        lien and/or floating charge on and security interest in all of such Guarantor’s
        right, title and interest in and to the Collateral (as hereinafter described).
        The term “Collateral” is and consists of all of the kinds and types of property
        described in subsections (A) through (J) hereof, whether now owned or hereafter
        at any time arising, acquired or created by such Guarantor and wherever located,
        and includes all replacements, additions, accessions, substitutions, and
        repairs, relating thereto or therefrom (all of the capitalized terms used
        in the
        following subsections, unless otherwise defined herein, shall have the meanings
        ascribed to such terms under the Uniform Commercial Code as in effect in
        the
        State of New York, as applicable): (A) Accounts; (B) Deposit Accounts; (C)
        Documents of Title; (D) Equipment; (E) General Intangibles; (F) Inventory;
        (G)
        Investment Property; (H) Intellectual Property; (I) property of the Guarantor
        of
        the type described in the definition of the term “Other Collateral” contained in
        the Loan Agreement; and (J) proceeds of all or any of the property described
        above, including, without limitation, the proceeds of any insurance policies
        covering any of the above described property. The Guarantor hereby authorizes
        Lender to record without such Guarantor’s signature any and all financing
        statements deemed necessary or appropriate by Lender to the perfection of
        its
        security interest in the Collateral. The Guarantor agrees that Lender shall
        have
        the rights and remedies of a secured party under the Uniform Commercial Code
        of
        the State of New York, as now existing or hereafter amended, with respect
        to all
        of the aforesaid property, including, without limitation, thereof, the right
        to
        sell or otherwise dispose of any or all of such property and apply the proceeds
        of such sale to the payment of the Obligations. In addition, at any time
        during
        the existence of an Event of Default, Lender may, in its discretion, without
        notice to any Guarantor and regardless of the acceptance of any security
        or
        collateral for the payment hereof, appropriate and apply toward the payment
        of
        the Obligations (i) any indebtedness due from Lender to any Guarantor, and
        (ii)
        any moneys, credits or other property belonging to any Guarantor, at any
        time
        held by or coming into the possession of Lender whether for deposit or
        otherwise.

       

      
        
           

        

        
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      SECTION
        6. Guarantor’s
        Responsibility.
        The
        Guarantor hereby assumes responsibility for keeping itself informed of the
        financial condition of Borrower and any and all endorsers and/or other
        guarantors of any instrument or document evidencing all or any part of the
        Obligations and of all other circumstances bearing upon the risk of nonpayment
        of the Obligations or any part thereof, and the Guarantor hereby agrees that
        Lender shall have no duty to advise any Guarantor of information known to
        Lender
        regarding such condition or any such circumstances or to undertake any
        investigation. If Lender, in its discretion, undertakes at any time or from
        time
        to time to provide any such information to any Guarantor, Lender shall be
        under
        no obligation to update any such information or to provide any such information
        to any Guarantor on any subsequent occasion. The Guarantor further acknowledges
        that such Guarantor has examined or had the opportunity to examine the Loan
        Agreement and the other Loan Documents, and waives any defense which may
        exist
        resulting from such Guarantor’s failure to receive or examine at any time the
        Loan Agreement or the other Loan Documents.

       

      SECTION
        7. Consent.
        The
        Guarantor consents and agrees that Lender shall be under no obligation to
        marshal any assets in favor of or against such Guarantor or in payment of
        any or
        all of the Obligations. The Guarantor further agrees that, to the extent
        that
        Borrower, any Guarantor or any other Person makes a payment or payments to
        Lender, or Lender receives any proceeds of Collateral (as defined in the
        Loan
        Agreement), which payment or payments or any part thereof are subsequently
        invalidated, declared to be fraudulent or preferential, set aside and/or
        required to be repaid to Borrower, its estate, trustee, receiver or any other
        Person, including, without limitation, such Guarantor, under any bankruptcy
        law,
        state or federal law, common law or equitable theory, then to the extent
        of such
        payment or repayment, the Obligations or the part thereof which has been
        paid,
        reduced or satisfied by such amount, and such Guarantor’s obligations hereunder
        with respect to such portion of the Obligations, shall be reinstated and
        continued in full force and effect as of the date such initial payment,
        reduction or satisfaction occurred.

       

      SECTION
        8. Transfer.
        Lender
        may sell or assign the Obligations or any part thereof, or grant participations
        therein, and in any such event, each and every immediate or remote assignee
        or
        holder of, or participant in, all or any of the Obligations shall have the
        right
        to enforce this Guaranty, by suit or otherwise, for the benefit of such
        assignee, holder or participant, as fully as if herein by name specifically
        given such right, but Lender shall have an unimpaired right, prior and superior
        to that of any such assignee, holder or participant, to enforce this Guaranty
        for the benefit of Lender, as to any part of the Obligations retained by
        Lender.

       

      
        
           

        

        
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      SECTION
        9. Binding
        on Assigns.
        This
        Guaranty shall be binding upon the Guarantor and upon the heirs, executors,
        successors (including, without limitation, any receiver, trustee or
        debtor-in-possession of or for such Guarantor) and assigns of such Guarantor,
        and shall inure to the benefit of Lender and its successors in interest and
        assigns; provided,
        however,
        that
such
        Guarantor’s
        obligations hereunder may not be delegated or assigned without Lender’s prior
        written consent.

       

      SECTION
        10. Representations
        and Warranties.
        The
        Guarantor represents and warrants (which representations and warranties shall
        survive the execution and delivery hereof) to Lender that:

       

      (a) Guarantor
        has the full power, authority and legal capacity to execute, deliver and perform
        this Guaranty and the transactions contemplated hereby;

       

      (b) No
        consent of any person (including, without limitation, creditors of Guarantor),
        which has not been obtained as of the date hereof, and no consent, permit,
        approval or authorization of, exemption by, notice or report to, or
        registration, filing or declaration with, any governmental authority is required
        in connection with the execution, delivery, performance, validity or
        enforceability of this Guaranty and the transactions contemplated
        hereby;

       

      (c) This
        Guaranty has been duly executed and delivered on behalf of Guarantor, and
        constitutes the legal, valid and binding obligation of Guarantor, enforceable
        in
        accordance with its terms, except as the enforceability thereof may be limited
        by applicable bankruptcy, reorganization, insolvency, moratorium or other
        laws
        affecting creditors’ rights generally; 

       

      (d) The
        execution, delivery and performance of this Guaranty will not violate any
        applicable law, organizational document of Guarantor, or material agreement
        by
        which Guarantor or its properties or assets are bound; and

       

      (e) It
        is in
        Guarantor’s direct interest to assist Borrower in procuring credit because
        Guarantor has a direct or indirect investment in or business relationship
        with
        Borrower.


       

      SECTION
        11. Notwithstanding
        the provisions of this Guaranty, the
        Guarantor is entitled to deal with the Collateral [or only the Accounts and
        Deposit Accounts] in the ordinary course of business, until:-

       

      
        	 	
                (a)

              	
                the
                  Borrower is in breach of the provisions of the Loan
                  Agreement;

              


      

      


      
        
           

        

        
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            5
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                (b)

              	
                the
                  Guarantor is in breach of the provisions of this
                  Guaranty;

              


      

      


      
        	 	
                (c)

              	
                the
                  Guarantor deals with the Collateral [or only the Accounts and Deposit
                  Accounts] outside the ordinary course of
                  business;

              


      

      


      
        	 	
                (b)

              	
                an
                  appointment of a receiver to any assets, including the Collateral,
                  of the
                  Guarantor or to the assets of the
                  Borrower;

              


      

      


      
        	 	
                (c)

              	
                the
                  levy of execution against assets of the Guarantor or the
                  Borrower;

              


      

      


      
        	 	
                (d)

              	
                the
                  application for winding up of the Guarantor or the
                  Borrower;

              


      

      


      
        	 	
                (e)

              	
                the
                  grant of an order for winding up of the Guarantor or the
                  Borrower

              


      

       

      SECTION
        12. Continuation.
        This
        Guaranty shall continue in full force and effect (and may not be revoked
        or
        terminated), and Lender shall be entitled to make the Term Loan and extend
        other
        financial accommodations to Borrower on the faith hereof until such time
        as
        Lender has, in writing, notified the Guarantor that all of the Obligations
        have
        been indefeasibly paid and satisfied in full and the Loan Agreement has been
        terminated.

       

      SECTION
        13. Subrogation.
        Any and
        all rights of any nature of the Guarantor to subrogation, contribution,
        reimbursement or indemnity and any right of such Guarantor to recourse to
        any
        assets or property of, or payment from, Borrower or any other guarantor of
        all
        or any part of the Obligations as a result of any payments made or to be
        made
        hereunder for any reason are hereby unconditionally waived, and such Guarantor
        shall not at any time exercise any of such rights unless and until all of
        the
        Obligations have been indefeasibly paid and satisfied in full. Any payments
        received by any Guarantor in violation of this Section
        13
        shall be
        held in trust for and immediately remitted to Lender.

       

      SECTION
        14. Subordination.
        The
        payment of any and all of the indebtedness, liabilities and obligations of
        Borrower to the Guarantor of every kind or nature, whether joint or several,
        due
        or to become due, absolute or contingent, now existing or hereafter arising,
        and
        whether principal, interest, fees, costs, expenses or otherwise (collectively,
        the “Subordinated
        Debt”),
        is
        expressly subordinated to the Obligations. So long as any Obligations remain
        outstanding and the Loan Agreement has not been terminated, no payment of
        any
        kind (by voluntary payment, prepayment, acceleration, setoff or otherwise)
        of
        any portion of the Subordinated Debt may be made by Borrower or received
        or
        accepted by any Guarantor at any time. Until such time as the Obligations
        have
        been indefeasibly paid and satisfied in full and the Loan Agreement has been
        terminated, the Guarantor will not (i) obtain any Lien and/or floating charge
        on
        any property of Borrower to secure the Subordinated Debt, or (ii) make demand
        for payment of all or any part of the Subordinated Debt or commence any lawsuit,
        action or proceeding of any kind against Borrower to recover all or any part
        of
        the Subordinated Debt. Any payments received by any Guarantor in violation
        of
        this Section
        14
        shall be
        held in trust for and immediately remitted to Lender.

       

      
        
           

        

        
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      SECTION
        15. GOVERNING
        LAW.
        THIS
        GUARANTY SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
        WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
        OF
        LAWS PRINCIPLES.

       

      SECTION
        16. CONSENT
        TO JURISDICTION; SERVICE OF PROCESS.
        THE
        GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
        LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY
        AGREES
        THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
        RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. THE GUARANTOR
        ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
        JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
        CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
        IN CONNECTION WITH THIS GUARANTY. THE GUARANTOR HEREBY WAIVES PERSONAL SERVICE
        OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE
        MADE
        UPON SUCH GUARANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
        DIRECTED TO SUCH GUARANTOR, AT SUCH GUARANTOR’S ADDRESS SET FORTH ON THE
        SIGNATURE PAGE HEREOF OR AS MOST RECENTLY NOTIFIED BY SUCH GUARANTOR IN WRITING,
        AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
        POSTED AS AFORESAID.

       

      SECTION
        17. JURY
        TRIAL WAIVER.
        THE
        GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
        OF ANY
        CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. THE
        GUARANTOR AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
        TO
        ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER
        IN ENTERING INTO THIS GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON THE
        WAIVER
        IN THEIR RELATED FUTURE DEALINGS. THE GUARANTOR AND LENDER FURTHER WARRANT
        AND
        REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
        THAT
        EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
        CONSULTATION WITH LEGAL COUNSEL.

       

      SECTION
        18. Entire
        Agreement; Severability.
        This
        Guaranty represents the entire understanding and agreement between the
        Guarantor, on the one hand, and Lender, on the other hand, with respect to
        the
        subject matter contained herein, and there are no other existing agreements
        or
        understandings, whether oral or written, between or among such parties as
        to
        such subject matter. Wherever possible, each provision of this Guaranty shall
        be
        interpreted in such manner as to be effective and valid under applicable
        law,
        but if any provision of this Guaranty shall be prohibited by or invalid under
        applicable law, such provision shall be ineffective only to the extent of
        such
        prohibition or invalidity, without invalidating the remainder of such provision
        or the remaining provisions of this Guaranty.

       

      
        
           

        

        
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      SECTION
        19. Cumulative
        Remedies; Amendments.
        All
        rights and remedies hereunder and under the Loan Agreement and the other
        Loan
        Documents are cumulative and not alternative, and Lender may proceed in any
        order from time to time against Borrower, the Guarantor or any other guarantor
        of all or any part of the Obligations and their respective assets. Lender
        shall
        not have any obligation to proceed at any time or in any manner against,
        or
        exhaust any or all of Lender’s rights against, Borrower or any other guarantor
        of all or any part of the Obligations prior to proceeding against any Guarantor
        hereunder. No failure or delay on the part of Lender in the exercise of any
        power, right or privilege shall impair such power, right or privilege or
        be
        construed to be a waiver of any Default or acquiescence therein, nor shall
        any
        single or partial exercise of any such power, right or privilege preclude
        other
        or further exercise thereof or of any other right, power or privilege. No
        amendment, modification or waiver of any provision of this Guaranty, or consent
        to any departure by any Guarantor therefrom, shall be effective unless the
        same
        shall be in writing and signed by Lender and the Guarantor. Each amendment,
        modification or waiver shall be effective only in the specific instance and
        for
        the specific purpose for which the same was consented to by Lender.

       

      [Remainder
        of Page Intentionally Left Blank]

      


      
        
           

        

        
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      IN
        WITNESS WHEREOF, this Guaranty has been duly executed
        by the undersigned as of July
        ___,
        2007.

       

      
        	 	 	BORROWER:
	 	 	 	 
	 	 	AIRGATE INTERNATIONAL
                CORPORATION
	 	 	 	 
	
              	 	By:
	/s/Scott
                Turner
	
              	 	 	
                
Name:
                Scott Turner
	 	 	 	Title: Vice
                President


      

      


      
         

        
          	 	 	GUARANTOR:
	 	 	 	 
	 	 	AGI LOGISTICS (HONG
                  KONG)
                  LIMITED
	 	 	 	 
	
                	 	By:
	/s/Alfred
                  Lam
	
                	 	 	
                  
Name:
                  Alfred Lam
	 	 	 	Title: Managing
                  Director


        

         

      

      Signature
        Page to Guaranty
        (Guarantor)


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      
        	
                Accepted:

              
	 
	
                BHC
                  Interim Funding II, L.P.

              	 
	
                By:

              	
                BHC
                  Interim Funding Management, L.L.C., 

                its
                  General Partner

              	 
	 	 	 
	
                By:

              	
                BHC
                  Investors II, L.L.C., its Managing Member

              	 
	 	 	 
	
                By:

              	
                GHH
                  Holdings, L.L.C.

              	 
	 	 	 
	
                By:

              	
                /s/Gerald
                  Houghton 

                  

                

              	 
	
                 

              	
                Name:

              	
                Gerald
                  H. Houghton

              	 
	 	
                Title:

              	
                Managing
                  Member

              	 


      

       

      Signature
        Page to Guaranty
        (Guarantors)


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      HONG
        KONG, SAR

       

      On
        the
        ___ day of July
        in the
        year 2007 before me, the undersigned, personally appeared Alfred Lam, personally
        known to me or proved to me on the basis of satisfactory evidence to be the
        individual whose name is subscribed
        to the
        within instrument and acknowledged to me that he executed the same in his
        capacity as ______________________ Guarantor (as defined in the within
        instrument), and that by his signature on the instrument, the individual,
        or the
        person upon behalf of which the individual acted, executed the
        instrument.

       

      
        	 	 
	 	 
	 	
                Notary
                  Public

              
	 	 


      

       

      Notary
        Page to Guaranty (Guarantors)