EXECUTION
      VERSION


    This
      Guaranty is subject to the terms of a Subordination and Intercreditor Agreement
      (the “Intercreditor Agreement”) dated as of July 17, 2007 by and among BHC
      Interim Funding II, L.P. (“BHC”), Wells Fargo Bank, National Association (“Wells
      Fargo”), acting through its Wells Fargo Business Credit operating division, the
      Borrower and the Guarantors, which Intercreditor Agreement is incorporated
      herein by reference. Notwithstanding any statement to the contrary in this
      Guaranty, (i) no payment on account of principal, interest, fees or other
      amounts shall become due or be paid except in accordance with the terms of
      the
      Intercreditor Agreement, and (ii) any security interest, lien, pledge or
      encumbrance granted to BHC shall be subordinate to the security interest, lien,
      pledge or encumbrance granted to Wells Fargo and shall be enforceable only
      in
      accordance with the terms of the Intercreditor Agreement until such time when
      the Senior Debt (as defined in the Intercreditor Agreement) has been paid in
      full.

     

    CONTINUING
      UNCONDITIONAL GUARANTY

    (Corporate
      Guarantors)

     

    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 each 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,
      each 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 reasonable 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. Each 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 security interests granted by each
      Guarantor to secure this Guaranty, do not constitute a “Fraudulent Conveyance”
(as defined below). Consequently, each Guarantor agrees that if this Guaranty,
      or any liens 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 security interest shall be valid and enforceable only
      to
      the maximum extent that would not cause this Guaranty or such lien and security
      interest to constitute a Fraudulent Conveyance, and this Guaranty or the other
      Loan Documents providing for such liens 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.
      Each
      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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.  Waiver.
      Each
      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. Each
      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. Each Guarantor agrees that this Guaranty
      constitutes a guarantee of payment when due and not of collection.

     

    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 each 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 each Guarantor’s
      obligations hereunder, each Guarantor grants to Lender a continuing perfected
      lien 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 each 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. Each 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. Each 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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    SECTION
      6.  Guarantors’
      Responsibility.
      Each
      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 each 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. Each 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.
      Each
      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. Each 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.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    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.

     

    SECTION
      9.  Binding
      on Assigns.
      This
      Guaranty shall be binding upon each 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
      Guarantor’s obligations hereunder may not be delegated or assigned without
      Lender’s prior written consent.

     

    SECTION
      10.  Representations
      and Warranties.
      Each
      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.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    SECTION
      11.  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 Guarantors that all of the Obligations have
      been indefeasibly paid and satisfied in full and the Loan Agreement has been
      terminated.

     

    SECTION
      12.  Subrogation.
      Any and
      all rights of any nature of each 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
      12
      shall be
      held in trust for and immediately remitted to Lender.

     

    SECTION
      13.  Subordination.
      The
      payment of any and all of the indebtedness, liabilities and obligations of
      Borrower to Guarantors 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, each Guarantor will not (i) obtain any Lien 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 13
      shall be
      held in trust for and immediately remitted to Lender.

     

    SECTION
      14.  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
      15.  CONSENT
      TO JURISDICTION; SERVICE OF PROCESS.
      EACH
      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. EACH 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. EACH 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.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    SECTION
      16.  JURY
      TRIAL WAIVER.
      EACH
      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. EACH
      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. EACH 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
      17.  Entire
      Agreement; Severability.
      This
      Guaranty represents the entire understanding and agreement between each
      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.

     

    SECTION
      18.  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, each 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 each 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]

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    




    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

            
	 	 
	 	
              GUARANTORS:

            
	 	 
	 	
              PACIFIC
                CMA, INC.

            
	 	 
	 	
              By:
                /s/Scott
                Turner

              
                

              

              
              

            
	 	
              Name:
                Scott
                Turner

            
	 	
              Title:
                Vice
                President

            
	 	 
	 	
              AIRGATE
                INTERNATIONAL CORPORATION (Chicago)

            
	 	
              By:
                /s/Scott
                Turner

              
                

              

              
              

            
	 	
              Name:
                Scott
                Turner

            
	 	
              Title:
                Vice
                President

            
	 	 
	 	
              PACIFIC
                CMA INTERNATIONAL, LLC

            
	 	 
	 	
              By:
                /s/Ling
                Kwok

              
                

              

              
              

            
	 	
              Name:
                Ling
                Kwok

            
	 	
              Title:
                Agent

            
	 	 
	 	
              PARADIGM
                INTERNATIONAL, INC.

            
	 	
              By:
                /s/Scott
                Turner

              
                

              

              
              

            
	 	
              Name:
                Scott
                Turner

            
	 	
              Title:
                Vice
                President

            


    

     

    Signature
      Page to
      Guaranty(Guarantors)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            
	 	
              /s/Gerald
                Houghton 
                

              

            
	
              By:

            	
              Name:

            	
              Gerald
                H. Houghton

            	 
	 	
              Title:

            	
              Managing
                Member

            	 


    

     

    Signature
      Page to Guaranty
      (Guarantors)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HONG
      KONG, SAR: ss.:

     

    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

            
	 	 


    

    HONG
      KONG, SAR: ss.:

     

    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

            
	 	 


    

    HONG
      KONG, SAR: ss.:

     

    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