EXECUTION
        VERSION

       

    

    STOCK
      PLEDGE AGREEMENT

     

    THIS
      STOCK PLEDGE AGREEMENT (as may be amended, restated, supplemented or otherwise
      modified from time to time, this “Agreement”)
      is
      dated and made as of July 17, 2007 by Pacific CMA, Inc., a Delaware corporation
      (the “Pledgor”),
      in
      favor of BHC Interim Funding II, L.P., a Delaware limited partnership (the
      “Lender”).

     

    WITNESSETH:

     

    WHEREAS,
      certain subsidiaries of the Pledgor are entering into that certain Loan and
      Security Agreement, dated as of the date hereof (as may be amended, restated,
      supplemented or otherwise modified from time to time, the “Loan
      and Security Agreement”),
      by
      and among Airgate International Corporation, a New York corporation, as borrower
      (“Borrower”),
      certain Guarantors (as defined in the Loan and Security Agreement), and Lender,
      pursuant to which the Lender is extending a term loan for the benefit of the
      Pledgor; and 

     

    WHEREAS,
      the Pledgor is the owner of all of the issued and outstanding shares of common
      stock of AGI Logistics (Hong Kong) Limited, a Hong Kong company
      (the
“Issuer”),
      which
      shares are listed on Schedule
      2(A)
      opposite
      the Issuer’s name attached hereto and made a part hereof (the “Pledged
      Stock”);
      and


     

    WHEREAS,
      it is a condition precedent to the effectiveness of the Loan and Security
      Agreement that the Pledgor shall have executed this Agreement and made the
      pledge in favor of the Lender, as contemplated hereby.

     

    NOW,
      THEREFORE, in consideration of the premises made herein and to induce the Lender
      to enter into the Loan and Security Agreement, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Pledgor hereby agrees with the Lender as follows:

     

    1. Definitions.
      Unless the context otherwise requires, all terms used but not expressly defined
      herein shall have the meanings given to them in the Loan and Security Agreement
      or, if they are not defined in the Loan and Security Agreement but are defined
      in the UCC, they shall have the same meaning herein as in the UCC.

     

    2. Pledge
      of
      the Pledged Stock; Power of Attorney.

     

    (a) As
      security for the prompt payment and performance when due of the Obligations,
      the
      Pledgor hereby pledges to the Lender, and grants to the Lender a perfected
      lien
      on and security interest in, the following (the “Pledged
      Collateral”):
      (i)  all of the Pledged Stock, (ii) all additional shares of stock or
      other securities at any time issued by the Issuer to the Pledgor, (iii) the
      certificates evidencing all such shares and securities, (iv) subject to
Section
      6
      hereof,
      all dividends, cash, instruments and other property from time to time received,
      receivable or otherwise distributed in respect of or in exchange for all or
      any
      part of the Pledged Stock and such shares and securities and (v) all proceeds
      of
      any of the foregoing (including, without limitation, proceeds constituting
      any
      property of the types described above). The Pledgor has delivered to the Lender
      original stock certificates for all of the Pledged Stock, each accompanied
      by an
      undated stock power executed in blank by the Pledgor, and the Lender is holding
      such certificates and stock power for the benefit of itself.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      Lender shall have no obligation with respect to any of the Pledged Collateral
      or
      any other property held or received by it hereunder except to use reasonable
      care in the custody thereof to the extent required by law. The Lender may hold
      the Pledged Collateral in the form in which it is received by it.

     

    (c) The
      Pledgor, to the full extent permitted by law, hereby constitutes and irrevocably
      appoints the Lender (and any officer or agent of the Lender, with full power
      of
      substitution and revocation) as the Pledgor’s true and lawful attorney-in-fact,
      in the Pledgor’s stead and in the name of the Pledgor or in the name of the
      Lender, to transfer, upon the occurrence and during the continuance of an Event
      of Default, the Pledged Collateral on the books of the Issuer, in whole or
      in
      part, to the name of the Lender or such other Person or Persons as the Lender
      may designate and, upon the occurrence and during the continuance of an Event
      of
      Default, to take all such other and further actions as the Pledgor could have
      taken with respect to the Pledged Collateral which the Lender in its absolute
      discretion determines to be necessary or appropriate to accomplish the purposes
      of this Agreement.

     

    (d) The
      powers of attorney granted pursuant to this Agreement and all authority hereby
      conferred are granted and conferred solely to protect the Lender’s interests in
      the Pledged Collateral and shall not impose any duty upon the attorney-in-fact
      to exercise such powers. Such powers of attorney shall be irrevocable prior
      to
      the payment in full of the Obligations and the termination of the Loan and
      Security Agreement, and shall not be terminated prior thereto or affected by
      any
      act of the Pledgor or other Persons or by operation of law.

     

    (e) Each
      Person who shall be a transferee of the beneficial ownership of any of the
      Pledged Collateral (any such transfer being prohibited under Section
      5
      unless
      the Lender consents thereto) shall be deemed to have irrevocably appointed
      the
      Lender, with full power of substitution and revocation, as such Person’s true
      and lawful attorney-in-fact in such Person’s name and otherwise to do any and
      all acts herein permitted and to exercise any and all powers herein
      conferred.

     

    3. Rights
      of
      the Pledgor; Voting.

     

    (a) During
      the term of this Agreement, and so long as no Voting Notice (as defined below)
      is received from the Lender following the occurrence of an Event of Default
      as
      hereinafter provided in this Section
      3,
      the
      Pledgor shall have the right to vote any of the Pledged Collateral in all
      corporate matters except those which would contravene this Agreement, the Loan
      and Security Agreement or any of the other Loan Documents, or which would be
      reasonably likely to materially reduce the value of such Pledged Collateral,
      unless the Lender consents thereto. The Pledgor shall not suffer or permit
      any
      such action to be taken by the Issuer without the prior written approval (which
      approval the Lender may withhold in its sole discretion) of the
      Lender.

     

    (b) Upon
      the
      occurrence and during the continuance of an Event of Default: (i) the Pledgor
      shall give the Lender at least five (5) days’ prior written notice of (A) any
      meeting of stockholders or directors of the Issuer convened for any purpose
      and
      (B) any written consent which the Pledgor proposes to execute as the stockholder
      of the Issuer or which any of the representatives of the Pledgor proposes to
      execute as a director of the Issuer, and (ii) in connection with the foregoing,
      the Pledgor hereby authorizes the Lender to send its agents and representatives
      to any such meeting of stockholders or directors of the Issuer that the Lender
      wishes to attend, and agrees to take such steps as may be necessary to confirm
      and effectuate such authority, including, without limitation, causing the Issuer
      to give reasonable prior written notice to the Lender of the time and place
      of
      any such meeting and the principal actions to be taken thereat, and (iii) the
      Pledgor hereby irrevocably authorize and instruct the Issuer to comply with
      any
      instruction received by it from the Lender in writing that (A) states that
      an
      Event of Default has occurred and (B) is otherwise in accordance with the terms
      of this Agreement, without any other or further instructions from the Pledgor,
      and the Pledgor agrees that the Issuer shall be fully protected in so
      complying.

     

    
      
         

      

      
        -
          2
          -

        
          

        

      

      
         

      

    

     

    (c) Notwithstanding
      the occurrence of an Event of Default, the Pledgor may continue to exercise
      its
      voting rights as herein described (and subject to the limitations herein) except
      to the extent that the Lender may elect to exercise voting power (as determined
      by it in its sole discretion) by a written notice given to the Pledgor at any
      time during the continuance of an Event of Default (a “Voting
      Notice”),
      whereupon the Lender shall have the exclusive right to exercise such rights
      to
      the extent specified in such Voting Notice, and the Pledgor shall take all
      such
      steps as may be necessary to effectuate such rights until the Lender notifies
      the Pledgor of the release of such rights. The voting rights of the Lender
      hereunder shall terminate at such time as the Event of Default in respect of
      which the Voting Notice was given shall no longer continue, provided,
      that
      upon the occurrence of any other Event of Default Lender may at any time give
      a
      further Voting Notice and exercise its voting power in accordance with the
      terms
      of this Agreement. 

     

    4. No
      Restrictions on Transfer. The Pledgor warrants and represents that, except
      as
      set forth on Schedule 4 hereto, there are no restrictions on the transfer of
      any
      of the Pledged Stock except for such restrictions imposed by operation of law,
      that there are no options, warrants or rights pertaining thereto, and that
      the
      Pledgor has the right to transfer the Pledged Stock free of any Lien, preemptive
      right, claim and legend and without the consent of the creditors of the Pledgor
      or the consent of the Issuer, or any other Person or any governmental agency
      whatsoever. Without limiting the generality of the foregoing, the Pledged
      Collateral is not subject to any voting, “lock-up” or similar
      agreement.

     

    5. No
      Transfer or Liens; Additional Securities; Release of Lien. The Pledgor agrees
      that, except as set forth on Schedule 5 hereto, it will not sell, transfer
      or
      convey any interest in, or suffer or permit any Lien to be created upon or
      with
      respect to, any of the Pledged Collateral during the term of this Agreement,
      except to or in favor of the Lender. The Pledgor shall not cause, suffer or
      permit the Issuer to issue any common or preferred stock, or any other equity
      security, to any Person, unless the Lender otherwise consents in writing (which
      consent may be withheld in the Lender’s sole discretion). 

     

    6. Adjustments
      of Pledged Stock; Payment and Application of Dividends. In the event that during
      the term of this Agreement any stock dividend, reclassification, readjustment
      or
      other change is declared or made in the capital structure of the Issuer or
      if
      any other or additional shares of stock of the Issuer are issued to the Pledgor,
      all new, substituted and additional shares or other securities issued by reason
      of any such change or acquisition shall immediately be delivered by the Pledgor
      to the Lender, and
      shall
      be deemed to be part of the “Pledged Collateral” under the terms of this
      Agreement in the same manner as the shares of stock originally pledged
      hereunder. Any additional shares of stock received by the Pledgor as a result
      of
      the Pledgor’s record ownership of the Pledged Stock shall immediately be
      delivered by the Pledgor to the Lender, as Pledged Collateral hereunder. Upon
      the occurrence and during the continuance of an Event of Default, the Pledgor
      will not demand or be entitled to receive, any cash dividends or other income,
      interest or property in or with respect to the Pledged Collateral, and if the
      Pledgor receives any of the same, the Pledgor shall immediately deliver it
      to
      the Lender, as Pledged Collateral.

     

    
      
         

      

      
        -
          3
          -

        
          

        

      

      
         

      

    

     

    7. Warrants
      and Options. In the event that during the term of this Agreement, any
      subscription warrants or other rights or options shall be issued in connection
      with any of the Pledged Collateral, all such stock warrants, rights and options
      shall forthwith be assigned to the Lender by the Pledgor, and said stock
      warrants, rights and options shall be, and, if exercised by the Pledgor, all
      new
      stock issued pursuant thereto shall be, pledged by the Pledgor to the Lender
      and
      shall immediately be delivered by Pledgor to the Lender to be held as, and
      shall
      be deemed to be part of, the Pledged Collateral under the terms of this
      Agreement in the same manner as the shares of capital stock originally pledged
      hereunder.

     

    8. Return
      of
      Pledged Collateral Upon Payment or Termination. Upon the full payment and
      satisfaction of all of the Obligations and the termination of the Loan and
      Security Agreement, the Lender shall cause to be transferred or returned to
      the
      Pledgor all of the Pledged Collateral and any money, property and rights
      received by the Lender pursuant hereto, to the extent the Lender has not taken,
      sold or otherwise realized upon the same as permitted hereunder, together with
      the related stock powers and all other documents reasonably required by the
      Pledgor to evidence termination of the pledge contemplated hereby.

     

    9. Events
      of
      Default; Remedies.

     

    (a) Upon
      the
      occurrence and during the continuance of an Event of Default, the Lender may
      exercise all rights with respect to any of the Pledged Collateral, the proceeds
      thereof, and any other property or money held by the Lender hereunder, all
      rights and remedies available to it under law, including, without limitation,
      those given, allowed or permitted to a secured party by or under the UCC, and
      all rights and remedies provided for herein.

     

    (b) Without
      limiting the foregoing, in the event that the Lender elects to sell all or
      any
      part of the Pledged Stock (such term including, for purposes of this
Section
      9,
      the
      Pledged Stock and all other shares of stock or securities at any time forming
      part of the Pledged Collateral), the Lender shall have the power and right
      in
      connection with any such sale, exercisable at its option and in its absolute
      discretion, to sell, assign, and deliver all or any part of the Pledged Stock
      or
      any additions thereto at a private or public sale for cash, on credit or for
      future delivery and at such price as the Lender deems to be satisfactory (and
      if
      permitted by law, the Lender or its nominee may become the purchaser at any
      such
      sale). Notice of any public sale shall be sufficient if it is published at
      least
      once not less than ten (10) days prior to the date of sale in any newspaper
      then
      being circulated in the City of New York, New York as the Lender may elect.
      The
      Lender shall give written notice of a public sale to the Pledgor. All
      requirements of reasonable notice under this Section
      9
      shall be
      met if such notice is mailed, postage prepaid at least ten (10) days before
      the
      time of such sale or disposition, to the Pledgor at its address set forth in
      Section
      16
      hereto
      or such other address as the Pledgor may have, in writing, provided to the
      Lender. The Lender may, if it deems it reasonable, postpone or adjourn any
      sale
      of any collateral from time to time by an announcement at the time and place
      of
      the sale to be so postponed or adjourned without being required to give a new
      notice of sale. The Pledgor further recognizes and agrees that if the Pledged
      Stock, or a portion thereof, threatens to decline speedily in value or is of
      a
      type customarily sold on a recognized market, the Pledgor shall not be entitled
      to any prior notice of sale or other intended disposition. The Pledgor agrees
      that, in connection with any sale or other disposition of the Pledged Stock,
      the
      Lender may, at Lender’s option, disclaim any and all warranties regarding the
      Pledged Stock and that any such disclaimer shall constitute commercially
      reasonable conduct on the part of Lender.

     

    
      
         

      

      
        -
          4
          -

        
          

        

      

      
         

      

    

     

    (c) Because
      federal and state securities laws may restrict the methods of disposition of
      the
      Pledged Stock which are readily available to the Lender, and specifically
      because a public sale thereof may be impossible or impracticable by reason
      of
      certain restrictions under the Securities Act of 1933, as amended, or under
      applicable Blue Sky or other state securities laws as now or hereafter in
      effect, the Pledgor agrees that the Lender may from time to time attempt to
      sell
      all or any part of the Pledged Stock by means of a private placement restricting
      the offering or sale to a limited number of prospective purchasers who meet
      suitability standards the Lender deems appropriate and who agree that they
      are
      purchasing for their own accounts for investment and not with a view to
      distribution, and the Lender’s acceptance of the highest offer obtained
      therefrom shall be deemed to be a commercially reasonable disposition of the
      Pledged Stock. The Pledgor agrees that any such private placement may be at
      prices and on terms less favorable to the Lender or the seller than if sold
      at
      public sales, and therefore recognizes and confirms that such private sales
      shall not be deemed to have been made in a commercially unreasonable manner
      solely because they were made privately. The Pledgor agrees that the Lender
      has
      no obligation to delay the sale of any such securities for the period of time
      necessary to permit the Issuer to register such securities for public sale
      under
      the Securities Act. The Pledgor further agrees to use all reasonable efforts
      to
      do or cause to be done all such other acts as may be necessary to make any
      sale
      or sales of all or any portion of the Pledged Collateral pursuant to this
Section
      9(c)
      valid
      and binding and in compliance with any and all other applicable law. The Lender
      or its assigns may purchase all or any part of the Pledged Stock and any
      purchaser thereof shall thereafter hold the same absolutely free from any right
      or claim of any kind. To the fullest extent permitted by law, the Lender shall
      not be obligated to make any such sale pursuant to notice (other than notice
      to
      the Pledgor in the manner described in Section
      9(b)
      hereof)
      and may, without notice or publication, adjourn any public or private sale
      by
      announcement at the time and place fixed for the sale, and such sale may be
      held
      at any time or place to which the same may be adjourned. If any of the Pledged
      Stock is sold by the Lender upon credit or for future delivery, the Lender
      shall
      not be liable for the failure of the purchaser to pay for the same and, in
      such
      event, the Lender may resell such Pledged Stock and the Pledgor shall continue
      to be liable to the Lender for the full amount of the Obligations to the extent
      the Lender does not receive full and final payment in cash
      therefor.

     

    
      
         

      

      
        -
          5
          -

        
          

        

      

      
         

      

    

     

    (d) The
      Lender shall have the sole right to determine the order in which Obligations
      shall be deemed discharged by the application of the proceeds of Pledged Stock
      or any other property or money held hereunder or any amount realized
      thereon.

     

    10. Certain
      Representations and Warranties. The Pledgor represents and warrants, (and,
      with
      respect to clause (e) below, covenants), except as set forth on Schedule 10
      hereto, to the Lender that: 

     

    (a) All
      shares of Pledged Stock are fully paid, duly and properly issued, nonassessable
      and owned by the Pledgor free and clear of any Lien, preemptive right, claim
      and
      legend of any kind whatsoever, except those Liens granted to the Lender, and
      the
      Pledged Stock constitutes all of the outstanding securities of any class or
      kind
      of the Issuer owned by the Pledgor.

     

    (b) No
      effective financing statement or other instrument similar in effect covering
      all
      or any part of the Pledged Collateral is on file in any recording office, other
      than such financing statement naming the Lender, as a secured
      party.

     

    (c) The
      pledge of the Pledged Collateral pursuant to this Agreement creates a valid
      and
      perfected security interest in the Pledged Collateral, securing the payment
      of
      the Obligations, and all filing and other actions necessary or desirable to
      perfect and protect such security interest have been or, concurrently herewith,
      will be duly made or taken.

     

    (d) No
      authorization, approval or other action by, and no notice to or filing with,
      any
      governmental authority or regulatory body (other than the UCC-1 financing
      statement listed on Schedule
      10
      attached
      hereto) is required for (i) the pledge by the Pledgor of the Pledged Collateral
      pursuant to this Agreement, the grant by the Pledgor of the assignment or
      security interest granted hereby or the execution, delivery or performance
      of
      this Agreement by the Pledgor, (ii) the perfection of the Lender’s security
      interest in the Pledged Collateral or exercise by the Lender of its rights
      and
      remedies provided for in this Agreement, or (iii) the exercise by the Lender
      of
      the voting or other rights provided for in this Agreement or the remedies in
      respect of the Pledged Collateral pursuant to this Agreement (except as may
      be
      required in connection with the disposition of the Pledged Stock by laws
      affecting the offering and sale of securities generally).

     

    (e) The
      Pledgor has full right, power and authority to enter into this Agreement and
      to
      grant the security interest in the Pledged Collateral made hereby, and this
      Agreement constitutes the legal, valid and binding obligation of the Pledgor
      enforceable against the Pledgor in accordance with its terms, except as the
      enforceability thereof may be (i) limited by bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforceability of
      creditors’ rights generally, and (ii) subject to general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law).

     

    (f) The
      Pledged Stock listed on Schedule
      2(a)
      to this
      Agreement, as may be amended pursuant to this Agreement from time to time,
      constitutes the issued and outstanding common stock of the Issuer that is owned
      by the Pledgor. 

     

    
      
         

      

      
        -
          6
          -

        
          

        

      

      
         

      

    

     

    11. Indemnity
      and Expenses. (a)
      The
      Pledgor agrees to indemnify the Lender from and against any and all claims,
      damages, losses, liabilities and expenses incurred by the Lender arising out
      of,
      or in connection with, or resulting from, a breach by the Pledgor of any
      representation, warranty, covenant or agreement contained in this
      Agreement.

     

    (b) The
      Pledgor agrees promptly upon the Lender’s demand to pay or reimburse the Lender
      for all expenses (including, without limitation, reasonable fees and
      disbursements of counsel) incurred by the Lender in connection with (i) the
      Lender’s enforcement of remedies under this Agreement, (ii) the custody or
      preservation of the Pledged Collateral, (iii) any actual or attempted sale
      or
      exchange of, or any enforcement, collection, compromise or settlement
      respecting, the Pledged Collateral or any other property or money held
      hereunder, and any other action taken by the Lender hereunder whether directly
      or as attorney-in-fact pursuant to the power of attorney herein conferred,
      (iv)
      the failure by the Pledgor to perform or observe any of the provisions hereof,
      or (v) any action taken by the Lender pursuant to this Agreement. All such
      expenses shall be deemed a part of the Obligations for all purposes of this
      Agreement and the Lender may apply the Pledged Collateral or any other property
      or money held hereunder to payment of or reimbursement for such expenses after
      notice and demand to the Pledgor.

     

    12. Lender
      May Perform. If the Pledgor fails to perform any agreement contained herein,
      the
      Lender may, but shall not be obligated to, perform, or cause performance of,
      such agreement, and the expenses of the Lender incurred in connection therewith
      shall be payable by the Pledgor.

     

    13. Waivers
      and Amendment. The rights and remedies given hereby are in addition to all
      others however arising, but it is not intended that any right or remedy be
      exercised in any jurisdiction in which such exercise would be prohibited by
      law.
      No action, failure to act or knowledge of the Lender shall be deemed to
      constitute a waiver of any power, right or remedy hereunder, nor shall any
      single or partial exercise thereof preclude any further exercise thereof or
      the
      exercise of any other power, right or remedy. Any right or power of the Lender
      hereunder regarding the Pledged Collateral and any other property or money
      held
      hereunder may at the option of the Lender be exercised as to all or any part
      of
      the same and the term the “Pledged Collateral” wherever used herein, unless the
      context clearly requires otherwise, shall be deemed to mean (and shall be read
      as) “the Pledged Collateral and any other property or money held hereunder or
      any part thereof.” This Agreement shall not be amended nor shall any right
      hereunder be deemed waived except by a written agreement signed by the Lender
      expressly setting forth the amendment or waiver. Each amendment, modification
      or
      waiver shall be effective only in the specific instance and for the specific
      purpose for which it was given.

     

    14. Continuing
      Security Interest; Assignments. This Agreement shall create a continuing
      security interest in the Pledged Collateral and shall (i) remain in full force
      and effect until the Pledged Collateral is released in accordance herewith,
      (ii)
      be binding upon the Pledgor and its successors and assigns, and (iii) inure,
      together with the rights and remedies of the Lender hereunder, to the benefit
      of
      the Lender, its successors and assigns. Without limiting the generality of
      the
      foregoing clause (iii), the Lender may assign or otherwise transfer all or
      any
      portion of its rights and obligations under this Agreement to any other Person,
      and such other Person shall thereupon become vested with all the benefits in
      respect hereof granted to the Lender herein; the Lender shall, however, retain
      all of its rights and powers with respect to any part of the Pledged Collateral
      not transferred. Any agent or nominee of the Lender shall have the benefit
      of
      this Agreement as if named herein and may exercise all the rights and powers
      given to the Lender hereunder.

     

    
      
         

      

      
        -
          7
          -

        
          

        

      

      
         

      

    

     

    15. APPLICABLE
      LAW.
      THIS
      AGREEMENT AND ALL MATTERS RELATING HERETO AND ARISING HEREFROM (WHETHER ARISING
      UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) 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.

     

    16. Notices.
      Unless otherwise specifically provided herein, all notices hereunder shall
      be in
      writing addressed to the respective party as set forth below and may be
      personally served, telecopied or sent by overnight courier service or United
      States mail and shall be deemed to have been given: (a) if delivered in person,
      when delivered; (b) if delivered by telecopy, on the date of transmission if
      transmitted on a Business Day before 4:00 p.m. Eastern standard time or, if
      not,
      on the next succeeding Business Day; (c) if delivered by overnight courier,
      two
      (2) days after delivery to such courier properly addressed; or (d) if by U.S.
      Mail, four (4) Business Days after depositing in the United States mail, with
      postage prepaid and properly addressed.

     

    (a) If
      to
      Pledgor, to:

     

    Pacific
      CMA, Inc.

    153-04
      Rockaway Boulevard

    Jamaica,
      New York 11434

    Attention:
      Alfred Lam

    Facsimile:
      (718) 949-0260

    


    With
      a
      copy to:

     

    
      Gusrae,
        Kaplan, Bruno & Nusbaum PLLC

      120
        Wall
        Street

      New
        York,
        New York 10005

    

    
      Attention:
        Lawrence Nusbaum, Esq. 

      Facsimile:
        (212) 809-5449

    

     

    (b) If
      to
      Lender, to:

     

    BHC
      Interim Funding, L.P.

    444
      Madison Avenue, 25th Floor

    New
      York,
      NY 10022

    Attention:
      Gerald H. Houghton, Managing Partner

    Facsimile:
      (212) 753-7730

     

    
      
         

      

      
        -
          8
          -

        
          

        

      

      
         

      

    

     

    With
      a
      copy to:

    


    Blank
      Rome LLP

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      NY 10174

    Attention:
      George N. Abrahams, Esq.

    Facsimile:
      (212) 885-5001

     

    or
      at
      such other address as the party addressed shall have previously designated
      by
      written notice to the serving party, given in accordance with this Section
      16.

     

    17. CONSENT
      TO JURISDICTION.
      THE
      PLEDGOR 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 THE LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT
      OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, SHALL BE LITIGATED
      IN SUCH COURTS. THE PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
      PROPERTIES, 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
      AGREEMENT OR THE OTHER LOAN DOCUMENTS. IF THE PLEDGOR PRESENTLY IS, OR IN THE
      FUTURE BECOMES, A NONRESIDENT OF THE STATE OF NEW YORK, THE PLEDGOR HEREBY
      WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE
      OF PROCESS MAY BE MADE UPON THE PLEDGOR BY CERTIFIED OR REGISTERED MAIL, RETURN
      RECEIPT REQUESTED, DIRECTED TO THE PLEDGOR, AT THE PLEDGOR’S ADDRESS AS SET
      FORTH IN SECTION 16 HEREOF OR AS MOST RECENTLY NOTIFIED BY THE PLEDGOR TO THE
      LENDER IN WRITING AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER
      THE
      SAME HAS BEEN POSTED AS AFORESAID.

     

    18. WAIVER
      OF
      JURY TRIAL.
      EACH OF
      THE PLEDGOR AND THE LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
      OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT
      OR
      THE OTHER LOAN DOCUMENTS. EACH OF THE PLEDGOR AND THE 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 AGREEMENT OR THE
      OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR
      RELATED FUTURE DEALINGS. EACH OF THE PLEDGOR AND THE LENDER FURTHER WARRANTS
      AND
      REPRESENTS 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.

     

    19. Severability;
      Entire Agreement. (a)
      The
      invalidity, illegality or unenforceability in any jurisdiction of any provision
      in or obligation under this Agreement shall, as to such jurisdiction, not affect
      or impair the validity, legality or enforceability of the remaining provisions
      or obligations under this Agreement or of such provision or obligation in any
      other jurisdiction.

     

    
      
         

      

      
        -
          9
          -

        
          

        

      

      
         

      

    

     

    (b) This
      Agreement constitutes the entire understanding and agreement between the
      parties, and replaces any other or prior agreements or undertakings, with
      respect to the subject matter hereof, and there are no other agreements or
      undertakings, oral or written, respecting such subject matter which are intended
      to have any force or effect after the execution hereof.

     

    20. Termination.
      This Agreement shall remain in full force and effect until the date upon which
      the Lender shall have received payment and satisfaction in full of the
      Obligations and the termination of the Loan and Security Agreement.

     

    21. Miscellaneous.
      This Agreement shall be binding upon and shall inure to the benefit of the
      Pledgor and the Lender and their respective successors, trustees, and assigns,
      except that the Pledgor shall not assign its rights or obligations hereunder
      without the prior written consent of the Lender. Section headings used herein
      are for convenience only and shall not affect the meaning or construction of
      any
      of the provisions hereof.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    
      
         

      

      
        -
          10
          -

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Pledgor has caused this Agreement to be executed by its
      duly authorized officer as of the day and year first above written.

     

    
      	 	 	 
	 	
              PACIFIC
                CMA, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/Scott
              Turner
	 	
              
Name:
              Scott Turner
	 	Title:
              Vice President


    

     

    ACKNOWLEDGEMENT
      

     

    The
      undersigned hereby acknowledges all of the rights granted to the Lender under
      the foregoing Agreement and agrees to take all actions necessary to effectuate
      said rights and the purposes of the Agreement including, without limitation,
      performance of any acts requested by the Lender pursuant to the terms
      thereof.

    
       

      
        	 	 	 
	 	
                AGI
                  LOGISTICS (HONG KONG) LIMITED

              
	 
 	 
 	 
 
	
              	By:  	/s/Alfred
                Lam
	 	
                
Name:
                Alfred Lam
	 	Title:
                Director


      

       

    

    
      
        Stock
          Pledge Agreement (AGI Logistics (Hong Kong))

         

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      
        	Accepted
                and agreed:	 
	 	 	 
	
                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 

                  

                

                Gerald
                  H. Houghton

              	 
	 	
                Managing
                  Member

              	 


      

    

     

    
      
        Stock
          Pledge Agreement (Pacific CMA, Inc. -Hong Kong)

         

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      2(A)

     

    (Description
      of Pledged Stock)


     

    
      	
              Issuer

            	 	
              Jurisdiction
                of Incorporation

            	 	
              Capital
                Stock

            	 	
              Certificate
                No.

            	 	
              Record
                and Beneficial Owner

            	 	
              Ownership
                Percentage

            	 	
              Number
                of Shares

            
	
              AGI
                Logistics (Hong Kong) Limited

            	 	
              Hong
                Kong

            	 	 	 	 	 	 	 	 	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      4

     

    Restrictions
      on Transfer

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      5

     

    Liens

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      10

     

    Exceptions
      to Representations and Warranties