SUBORDINATION
      AND INTERCREDITOR AGREEMENT

     

    This
      Agreement, dated as of July, 17,
      2007 is
      made by and among BHC
      INTERIM FUNDING II, L.P.,
      a
      Delaware limited partnership, with an office at 444 Madison Avenue,
      25th
      Floor,
      New York, New York 10022 (the “Subordinated
      Creditor”),
      WELLS
      FARGO BANK, NATIONAL ASSOCIATION
      (with
      its participants, successors and assigns, the “Lender”),
      acting through its Wells Fargo Business Credit operating
      division, with an office located at 119 West 40th
      Street,
      16th
      Floor,
      New York, New York 10018, AIRGATE
      INTERNATIONAL CORPORATION,
      a New
      York corporation (“Airgate
      NY”
or
      “BHC
      Borrower”),
      AIRGATE
      INTERNATIONAL CORPORATION (CHICAGO),
      an
      Illinois corporation (“Airgate
      Chicago”),
      PARADIGM
      INTERNATIONAL, INC.,
      a
      Florida corporation (“Paradigm”)
      (Airgate NY, Airgate Chicago and Paradigm are individually a “Borrower”
and
      collectively and individually the “Borrowers”),
      all
      with an address of 153-04 Rockaway Boulevard, Jamaica, New York 11434, and
      PACIFIC
      CMA, INCORPORATED,
      a
      Delaware corporation (“Pacific
      CMA”),
      and
PACIFIC
      CMA INTERNATIONAL, LLC, a
      Colorado limited liability company (“Pacific
      International”),
      each
      with an address of 153-04 Rockaway Boulevard, Jamaica, New York 11434
      (Borrowers, Pacific CMA and Pacific International are sometimes collectively
      and
      individually referred to as the “Obligors”).

    


    Borrowers
      now are or hereafter may be indebted to the Lender on account of loans or other
      extensions of credit or financial accommodations from the Lender to the
      Borrowers and will secure their indebtedness by granting a lien in favor of
      the
      Lender on the personal property and assets described in the Senior Credit
      Agreement (as such term is defined below).

    


    In
      addition, Pacific CMA, Pacific International and Alfred Lam (the “Individual
      Guarantor”)
      have
      each guarantied the indebtedness of the Borrowers to the Lender and Pacific
      CMA
      and Pacific International have secured their guarantees by granting liens in
      favor of the Lender on personal property and assets described in the Pacific
      CMA
      Pledge Agreement and the Pacific CMA Security Agreement (as such terms are
      defined below) (collectively, the “Guarantor
      Collateral”).

    


    The
      BHC
      Borrower now is or hereafter may also be indebted to the Subordinated Creditor
      (the “Subordinated
      Indebtedness”)
      and
      the Guarantors (as defined in the “Subordinated
      Credit Agreement”,
      hereinafter defined) will guaranty the BHC Borrower’s obligations to repay the
      Subordinated Indebtedness. The BHC Borrower and Guarantors will
      secure their obligations to repay the Subordinated Indebtedness by granting
      liens on certain personal property and assets.

    


    As
      a
      condition to considering the continued extension of credit to the Borrowers,
      the
      Lender has required the execution and delivery of this Agreement by the
      Subordinated Creditor.

    


    ACCORDINGLY,
      for good and valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, and to induce the Lender from time to time in its
      discretion to extend credit to the Borrowers, the Guarantors, the Lender and
      the
      Subordinated Creditor hereby agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1. Definitions.
      As used
      herein, the following terms shall have the meanings assigned to
      them:

    


    “Collateral”
means
      (a) the “Collateral” as such term is defined in the Senior Credit Agreement,
      including without limitation, all present and future property of the Borrowers
      wherever located and however described and whether or not constituting a
      fixture, and, for the avoidance of doubt, includes all of Airgate NY’s equity
      interest in Airgate (Chicago) and (b) the Guarantor Collateral; together, in
      each case, with all proceeds thereof.

    


    “Distribution”
means,
      with respect to any indebtedness, obligation or security (a) any payment or
      distribution of cash, securities or other property, by set-off or otherwise,
      on
      account of such indebtedness, obligation or security, (b) any redemption,
      purchase or other acquisition of such indebtedness, obligation or security,
      or
      (c) the granting of any lien or security interest to or for the benefit of
      the
      holders of such indebtedness, obligation or security in or upon any property
      or
      interests in property.

    


    “Obligations”
means
      each and every debt, liability and obligation of every type and description
      which the Borrowers and the Guarantors may now or at any time hereafter owe
      to
      the Lender, whether such debt, liability or obligation now exists or is
      hereafter created or incurred and whether it is or may be direct or indirect,
      due or to become due, or absolute or contingent.

    


    “Pacific
      CMA Pledge Agreement”
means
      those separate Collateral Pledge Agreements dated April 6, 2007 by Pacific
      CMA
      and Pacific International in favor of Lender, as the same may be modified,
      amended, supplemented or restated from time to time.

    


    “Pacific
      CMA Security Agreement”
means
      those separate Security Agreements dated April 6, 2007 by Pacific CMA and
      Pacific International in favor of Lender, as the same may be modified, amended,
      supplemented or restated from time to time.

    


    “Payment
      in Full”
or
      “Paid
      in Full”
means
      that (a) the Obligations have been paid and satisfied in full in cash, and
      (b)
      any commitment of the Lender to extend any financial accommodations to the
      Borrowers has been terminated.

    


    “Senior
      Credit Agreement”
means
      that certain Credit and Security Agreement dated April 6, 2007 by and between
      Borrowers and Lender, as the same may be modified, amended, supplemented or
      restated from time to time.

    


    “Senior
      Debt”
means
      the principal amount of $10,000,000 plus all interest, fees, costs, enforcement
      expenses (including legal fees and disbursements), premium, liabilities,
      collateral protection expenses and other reimbursement or indemnity obligations,
      all as created or evidenced by the Senior Loan Documents.

     

    
      
         

      

      
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    “Senior
      Default”
means
      the occurrence of any one or more of the following: (a) a Senior Payment
      Default;
      (b)
      breach by Borrowers of any of the Financial Covenants contained in the Senior
      Credit Agreement; (c) the occurrence of an event described in Section 7.1(f)
      of
      the Senior Credit Agreement; or (d) the occurrence of an event described in
      Section 7.1(g) of the Senior Credit Agreement.

     

    “Senior
      Loan Documents”
means
      the “Loan Documents”, as such term is defined in the Senior Credit
      Agreement.

    


    “Senior
      Payment Default”
means
      default in the payment of any of the Obligations when they become due and
      payable.

    


    “Subordinated
      Credit Agreement”
means
      that certain Loan and Security Agreement dated as of July 17,
      2007
      by and among BHC Borrower, the Guarantors and Junior Creditor.

    


    2. Subordination.
      The
      Subordinated Creditor hereby agrees that (regardless of any priority otherwise
      available to the Subordinated Creditor by law or by agreement) any security
      interest, lien, pledge or encumbrance which the Subordinated Creditor may now
      hold or may at any time hereafter acquire in any or all of the Collateral is,
      shall be and shall remain fully subordinate to any security interest, lien,
      pledge or encumbrance that the Lender may now or hereafter hold in the
      Collateral. The Subordinated Creditor shall cause each Subordinated Loan
      Document that now or hereafter evidences all or a portion of the Subordinated
      Indebtedness to be conspicuously marked as follows:

    


    “This
      [agreement] [instrument] 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 Borrowers (as defined in the Intercreditor Agreement)
      and the Guarantors, which Intercreditor Agreement is incorporated herein by
      reference. Notwithstanding any statement to the contrary in this [agreement]
      [instrument], (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.”

    


    3. Permitted
      Distributions; Prohibition on Distributions in Certain Instances.
      

    


    (a) The
      Subordinated Indebtedness and any and all documents, instruments, writings
      and
      agreements related thereto (all such documents, instruments, writings and
      agreements collectively and individually referred to as the “Subordinated
      Loan Documents”),
      shall
      be and hereby are subordinated and the payment thereof is deferred until Payment
      in Full of the Senior Debt. Notwithstanding the immediately preceding sentence,
      but subject to paragraph 3(b) hereof, the BHC Borrower shall be permitted to
      make, and the Subordinated Creditor shall be permitted to receive, regularly
      scheduled payments of interest, fees and reimbursement of expenses (but no
      payments of principal) as required pursuant to the Subordinated Loan Documents,
      so long as any such payments shall not result in the occurrence of a Senior
      Default.

     

    
      
         

      

      
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    (b) Upon
      the
      occurrence and during the continuance of any Senior Default, upon receipt by
      Subordinated Creditor of written notice of such Senior Default given by Lender
      to the Borrowers and the Subordinated Creditor (the “Senior
      Default Blockage Notice”),
      then
      no Distributions due or to become due on the Subordinated Indebtedness shall
      be
      paid by the Borrowers, and no payment on account thereof shall be received,
      accepted or retained by the Subordinated Creditor for a period (each, a
“Senior
      Default Blockage Period”)
      commencing on the date of receipt by Subordinated Creditor of such Senior
      Default Blockage Notice and terminating on the earliest to occur of the
      following dates: (i) 150 days after Subordinated Creditor’s receipt of such
      Senior Default Blockage Notice (provided, however, that if the Obligations
      of
      the Borrowers to the Lender are accelerated then any applicable Senior Default
      Blockage Period shall continue until the Lender rescinds such acceleration
      in
      writing or the Senior Debt is Paid in Full), (ii) the date on which such Senior
      Default is cured or waived or shall cease to exist (Lender hereby agrees that
      it
      will promptly notify Subordinated Creditor of any such cure, waiver or
      cessation), (iii) the date on which the Senior Debt shall have been Paid in
      Full, or (iv) the date on which the Senior Default Blockage Period shall have
      been terminated by written notice to the Borrowers and the Subordinated Creditor
      from the Lender. After the expiration of the applicable Senior Default Blockage
      Period, the BHC Borrower may resume making payments to the Subordinated Creditor
      to the extent permitted pursuant to this Agreement, including amounts not paid
      during the Senior Default Blockage Period due to the foregoing prohibitions,
      so
      long as any such payments will not result in the occurrence of a Senior Default.
      Notwithstanding any other provision of this Agreement, only one Senior Default
      Blockage Period triggered by a Senior Default that is not a Senior Payment
      Default may be commenced within any period of 365 consecutive days. There shall
      be no limit to the number of Senior Default Blockage Periods triggered by a
      Senior Payment Default.

    


    (c) If
      the
      Subordinated Creditor receives any Distribution on account of the Collateral
      in
      violation of this Agreement, the Subordinated Creditor will hold the amount
      so
      received in trust for the Lender and will forthwith turn over such Distribution
      to the Lender in the form received (except for the endorsement of the
      Subordinated Creditor where necessary) for application to the Obligations
      (whether or not due), in such order of application as the Lender may deem
      appropriate. If the Subordinated Creditor fails to make any endorsement required
      under this Agreement, the Lender, or any of its officers or employees or agents
      on behalf of the Lender, is hereby irrevocably appointed (which appointment
      is
      coupled with an interest) as the attorney-in-fact for the Subordinated Creditor
      (with the right but not the duty) to make such endorsement in the Subordinated
      Creditor’s name.

    


    4. Waiver
      and Consent; Bankruptcy.
      

    


    (a) 
      The
      Lender shall have no obligation to the Subordinated Creditor with respect to
      the
      Collateral or the Obligations. The Lender may (i) exercise collection rights,
      (ii) take possession of, sell or dispose of, and otherwise deal with, the
      Collateral, (iii) in the Lender’s name, the Subordinated Creditor’s name or in
      Borrowers’ name, demand, sue for, collect or receive any money or property at
      any time payable or receivable on account of, or securing, any right to payment,
      or grant any extension to, make any compromise or settlement with or otherwise
      agree to waive, modify, amend or change the obligations (including collateral
      obligations) of any account debtor or other obligor of the Borrowers; (iv)
      prosecute, settle and receive proceeds on any insurance claims relating to
      the
      Collateral, and (v) exercise and enforce any right or remedy available to the
      Lender with respect to the Collateral, whether available before or after the
      occurrence of any default; all without notice to or consent by anyone except
      as
      specifically required by law. To the extent it is legally permitted to do so,
      the Lender shall apply the proceeds of the Collateral against the Senior Debt
      in
      any order of application it deems appropriate, and to the extent there is any
      excess remaining after such application, then to the Subordinated Creditor
      for
      payment of the Subordinated Indebtedness, or to any other party legally entitled
      to such proceeds. The Subordinated Creditor hereby waives any and all right
      to
      require the marshalling of assets in connection with the exercise of any of
      the
      remedies permitted by applicable law or agreement.

     

    
      
         

      

      
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    (b) In
      the
      event that the Borrowers make an assignment for the benefit of creditors, or
      any
      proceedings are commenced by or against the Borrowers under any bankruptcy,
      reorganization, readjustment of debt, arrangement, dissolution, receivership,
      liquidation or insolvency law or statute now or hereafter in effect, any
      Distribution, whether in cash, securities or other property, that would
      otherwise, but for the terms hereof, be payable or deliverable in respect of
      the
      Subordinated Indebtedness shall be paid or delivered directly to the Lender
      (to
      be held and/or applied in accordance with the terms of the Obligations) until
      the Obligations are paid in full. The Subordinated Creditor irrevocably
      authorizes, empowers and directs any debtor, debtor-in-possession, receiver,
      trustee, liquidator, custodian, conservator or other person having authority,
      to
      pay or otherwise deliver all such Distributions to the Lender. Furthermore,
      in
      any such event and at any time thereafter, the Subordinated Creditor shall,
      upon
      the written request of the Lender, prove, enforce, and endeavor to obtain
      payment of the Subordinated Indebtedness at the time existing, and will turn
      over to the Lender in precisely the form received any Distribution which shall
      be payable upon or with respect to the Subordinated Indebtedness for application
      to the payment of the Obligations at the time existing. In the event that the
      Subordinated Creditor shall fail to take the action requested by the Lender,
      the
      Lender may, as attorney-in-fact for the Subordinated Creditor, take such action
      on behalf of the Subordinated Creditor, but for the use and benefit of the
      Lender, and the Subordinated Creditor hereby appoints the Lender as
      attorney-in-fact for the Subordinated Creditor to demand, sue for, collect
      and
      receive every Distribution and give acquittance therefor and to file claims
      and
      proofs of claim with respect of the Subordinated Indebtedness and to take such
      other action in the Lender's own name or in the name of the Subordinated
      Creditor or otherwise and to vote, give consent and take any other steps with
      regard thereto, all as the Lender may deem necessary or advisable for the
      enforcement of this Agreement (provided, however, the Lender shall have no
      obligation to execute, verify, deliver and/or file any such claim or proof
      of
      claim or to vote any such claim and the Subordinated Creditor shall not be
      entitled to change or withdraw any such vote made by the Lender); and the
      Subordinated Creditor shall execute and deliver to the Lender such other and
      further powers of attorney, assignments or other instruments as may be requested
      by the Lender in order to enable the Lender or its officers as sub-agents to
      enforce any and all claims upon or with respect to the Subordinated Indebtedness
      at the time existing and to collect and receive any and all Distributions which
      may be payable or deliverable at any time upon or with respect to the
      Subordinated Indebtedness.

     

    
      
         

      

      
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    (c) If
      the
      Borrowers or the Borrowers’ estate become the subject of proceedings under Title
      11 of the United States Code (11 U.S.C. § 101 et seq.),
      as
      amended, (the “Bankruptcy
      Code”),
      and
      if the Lender desires to permit the use of cash collateral or to provide
      financing to the Borrowers under either Section 363 or Section 364 of the
      Bankruptcy Code, the Subordinated Creditor agrees that adequate notice of such
      financing to the Subordinated Creditor shall have been provided if the
      Subordinated Creditor receives written notice in accordance with the Bankruptcy
      Code. The Subordinated Creditor waives any claim it may now or hereafter have
      arising out of the Lender’s election, in any proceeding instituted under Chapter
      11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the
      Bankruptcy Code, and/or any borrowing or a security interest under Section
      364
      of the Bankruptcy Code by the Borrowers, as debtors-in-possession. To the extent
      that the Lender receives payments on, or proceeds of collateral for, the
      Obligations which are subsequently invalidated, declared to be fraudulent or
      preferential, set aside and/or required to be repaid to a trustee, receiver
      or
      any other party under any bankruptcy law, state or federal law, common law,
      or
      equitable cause, then, to the extent of such payment or proceeds received,
      the
      Obligations, or part thereof, intended to be satisfied shall be, revived and
      continue in full force and effect as if such payments or proceeds had not been
      received by the Lender.

    


    5. No
      Action.

    


    (a) The
      Subordinated Creditor will not commence any action or proceeding with respect
      to
      the Collateral or against the Borrowers or Guarantors, will not take possession
      of, sell or dispose of, or otherwise deal with, the Collateral, and will not
      exercise or enforce any other right or remedy (each, an “Action”)
      which
      may be available to the Subordinated Creditor against the Borrowers or the
      Guarantors or with respect to the Collateral during the period commencing on
      the
      date of receipt by Lender of written notice from the Subordinated Creditor
      of
      the occurrence of a default or event of default under the Subordinated Loan
      Documents (hereinafter a “Subordinated
      Indebtedness Default Notice”)
      and
      ending on the earliest to occur of the following dates (the “Standstill
      Period”):
      (i)
      150 days after receipt by Lender of the Subordinated Indebtedness Default
      Notice, (ii) such time as the Lender consents in writing to the termination
      of
      the Standstill Period, (iii) the date on which the Senior Debt shall have been
      Paid in Full, (iv) the date on which any filing by or against the Borrowers
      of
      any petition under the federal Bankruptcy Code or any other bankruptcy,
      insolvency or reorganization act shall have been made, and in such case, the
      Standstill Period as it relates to Actions against the Borrowers only shall
      end
      (that is, any such filing by or against Borrowers shall not end the Standstill
      Period as it relates to Actions against any Guarantor), or (v) the date on
      which
      any filing by or against a Guarantor of any petition under the federal
      Bankruptcy Code or any other bankruptcy, insolvency or reorganization act shall
      have been made, and in such case, the Standstill Period as it relates to Actions
      against such Guarantor only shall end (that is, any such filing by or against
      such Guarantor shall not end the Standstill Period as it relates to Actions
      against the Borrowers or any other Guarantor), provided, however, and
      notwithstanding the foregoing, the Standstill Period shall continue in place
      while a Senior Default Blockage Period is in effect. Notwithstanding any other
      provision of this Agreement, only one Standstill Period triggered by a Senior
      Default that is not a Senior Payment Default (as defined below) may be commenced
      within any period of 365 consecutive days. There shall be no limit to the number
      of Standstill Periods triggered by a Senior Payment Default.

     

    
      
         

      

      
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    (b) In
      addition, and without limiting the generality of the foregoing, if the Borrowers
      or any Guarantor is in default under any credit agreement in favor of the Lender
      and the Borrowers or any Guarantor intends to sell any Collateral to an
      unrelated third party outside the ordinary course of business, the Subordinated
      Creditor shall, upon the Lender’s request, and without further consideration,
      execute and deliver to such purchaser such instruments as may reasonably be
      necessary to terminate and release any security interest or lien the
      Subordinated Creditor has in the Collateral to be sold, with the proceeds of
      any
      such sale to be applied as provided in paragraph 4(a) above. If the Subordinated
      Creditor fails, within five (5) days of such request, to comply with any such
      request from the Lender, the Lender is authorized to execute and deliver such
      instruments, on behalf of the Subordinated Creditor, as may be necessary to
      terminate and release any such security interest or lien.

    


    (c) Until
      the
      Obligations are Paid in Full, the Subordinated Creditor shall not sell, assign,
      pledge, dispose of or otherwise transfer all or any portion of the Subordinated
      Indebtedness or any document related thereto (i) without giving prior written
      notice of such action to the Lender and (ii) unless, prior to the consummation
      of any such action, the transferee thereof shall execute and deliver to the
      Lender a joinder to this Agreement or an agreement substantially identical
      to
      this Agreement that provides for the continued subordination of the Subordinated
      Indebtedness as provided herein and for the continued effectiveness of all
      of
      the rights of the Lender arising under this Agreement.

    


    6. No
      Representations or Warranties; No Duty to Preserve or Protect Collateral; Agent
      for Perfection.

    


    (a) Neither
      the Subordinated Creditor nor the Lender (i) makes any representation or
      warranty concerning the Collateral or the validity, perfection or (except as
      to
      the subordination effected hereby) priority of any security interest therein,
      or
      (ii) shall have any duty to preserve, protect, care for, insure, take possession
      of, collect, dispose of or otherwise realize upon any of the Collateral except
      as otherwise provided in paragraph 6(b) hereof.

    


    (b) The
      Lender and the Subordinated Creditor each agree to hold any and all Collateral
      consisting of a “certificated security” or “investment property” (as such terms
      are defined in the Uniform Commercial Code in effect in the State of New York)
      which may be perfected by possession or control (the “Control
      Collateral”)
      in
      their respective possession, custody, or control (or in the possession, custody,
      or control of agents or bailees for either) as agent for the other solely for
      the purpose of perfecting the security interest and lien granted to each in
      such
      Control Collateral subject to the terms and conditions of this paragraph 6(b).
      Neither the Lender nor the Subordinated Creditor shall have any obligation
      whatsoever to the other to assure that the Control Collateral is genuine or
      owned by the pledgor thereof or to preserve their respective rights or benefits
      or those of any person, firm, corporation or other entity. The duties or
      responsibilities of the Lender and the Subordinated Creditor under this
      paragraph 6(b) are and shall be limited solely to holding or maintaining control
      of the Control Collateral as agent for the other for purposes of perfecting
      the
      security interest and lien held by the Lender or the Subordinated Creditor,
      as
      applicable. Neither the Lender nor the Subordinated Creditor is nor shall be
      deemed to be a fiduciary of any kind for any other party to this Agreement
      as a
      result of the provisions of this paragraph 6(b), nor shall the Lender or the
      Subordinated Creditor have any duties or obligations to the other with respect
      to such Control Collateral (other than (i) the obligation of the Subordinated
      Creditor to turn over to the Lender any Control Collateral that is in the
      Subordinated Creditor's possession or control prior to the Payment in Full
      of
      all Senior Debt, which Subordinated Creditor hereby agrees to do, and (ii)
      the
      obligation of the Lender to turn over to the Subordinated Creditor any Control
      Collateral that is in the Lender’s possession or control upon the Payment in
      Full of all Senior Debt, which Lender hereby agrees to do).

     

    
      
         

      

      
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    7. Termination
      of Subordination.
      This
      Agreement shall continue in full force and effect, and the obligations and
      agreements of the Subordinated Creditor and the Borrowers hereunder shall
      continue to be fully operative, until all of the Senior Debt shall have been
      Paid in Full. Lender agrees that the Senior Debt will not provide for the
      automatic renewal of the term thereof. Upon the Payment in Full of all of the
      Senior Debt, this Agreement will automatically terminate without any additional
      action by any party hereto. If at any time any payment made or value received
      with respect to any Senior Debt is rescinded or must otherwise be returned
      by
      the Lender upon the insolvency, bankruptcy or reorganization of the Borrowers
      or
      any Guarantor, or otherwise, all as though such payment had not been made or
      value received, then to the extent necessary to repay in full, in cash, the
      Senior Debt, the Subordinated Creditor will, following written notice from
      Lender, deliver to Lender any amounts previously received and then held by
      the
      Subordinated Creditor on account of, or in any way relating to, the Collateral
      (a) which the Subordinated Creditor would not have been entitled to accept
      and
      retain had this Agreement been in effect at the time such payments were received
      by Subordinated Creditor and (b) to the extent any such payments received by
      the
      Subordinated Creditor are not otherwise rescinded or must not otherwise be
      returned by the Subordinated Creditor upon the insolvency, bankruptcy or
      reorganization of the Borrowers or any Guarantor, or otherwise. Further, to
      the
      extent previously terminated, the security interest and lien in the Collateral
      created by the Senior Loan Documents, in favor of Lender, and the rights of
      Lender under this Agreement shall be reinstated.

     

    9. Option
      to Purchase Obligations.
      The
      Subordinated Creditor shall have the option, but no obligation, to purchase
      the
      Obligations of the Borrowers owing to the Lender (and all liens and security
      interests securing the payment thereof), by paying the Lender an amount equal
      to
      the outstanding balance of the Senior Debt, plus all prepayment premiums and
      fees, if any, that are or would be due and payable under the Senior Loan
      Documents as a result of any prepayment or early termination of the Obligations,
      within fifteen (15) days of receipt of any Senior Default Blockage Notice.
      Upon
      the exercise of such option by the Subordinated Creditor, the Lender shall
      assign all of its right, title and interest in and to the Senior Loan Documents
      to the Subordinated Creditor, without recourse or warranty, whereupon the Lender
      shall be relieved of any further obligation with respect to the Senior Loan
      Documents.

     

    10. Binding
      Effect; Miscellaneous.
      This
      Agreement shall be binding upon and inure to the benefit of the Subordinated
      Creditor, the Lender, and their respective participants, successors and assigns,
      but neither the Borrowers, the Guarantors nor any other party shall be entitled
      to rely on or enforce this Agreement. The Subordinated Creditor and Lender
      each
      warrant to the other that any purchaser or transferee of, or successor to,
      any
      security interest of the undersigned in any or all of the Collateral will be
      given written notice of the subordination effected hereby, before such purchase,
      transfer or succession, and that any such purchaser, transferee or successor
      will be in all respects subject to and bound by this Agreement. This Agreement
      cannot be waived or changed or ended, except by a writing signed by the party
      to
      be bound thereby. This Agreement shall be governed by and construed in
      accordance with the substantive laws (other than conflict laws) of the State
      of
      New York. Each party consents to the personal jurisdiction of the state and
      federal courts located in the State of New York in connection with any
      controversy related to this Agreement, waives any argument that venue in any
      such forum is not convenient, and agrees that any litigation initiated by either
      of them in connection with this Agreement shall be venued in either the state
      and federal courts located in New York County, New York. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    Nothing
      in this Agreement shall prohibit Subordinated Creditor from accepting and
      retaining or from exercising its rights with respect to the proceeds of keyman
      life insurance policies maintained by the Borrower on the life of Arthur Lam,
      which proceeds will be assigned to Subordinated Creditor as additional
      collateral for the Subordinated Indebtedness.

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one instrument. The
      Subordinated Creditor waives notice of the Lender’s acceptance hereof.
THE
      PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
      ON OR
      PERTAINING TO THIS AGREEMENT.

    


    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      written above.

    
       

      
        	 	
                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.

              
	 	 	 
	 	 	 
	 	COMPANY
                NAME CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Gerald
                H.
                Houghton
	 	
                Name: Gerald
                  H. Houghton

                Title:
                  Managing Member

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        	 	 	 
	 	AIRGATE
                INTERNATIONAL CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                Turner
	 	
                Name: Scott
                  Turner

                Title: Vice
                  President

              


      

       

      

        	 	 	 
	 	
                AIRGATE
                  INTERNATIONAL CORPORATION (CHICAGO)

              
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                Turner
	 	
                Name: Scott
                  Turner

                Title: Vice
                  President

              


      

      


      
        

          	 	 	 
	 	PARADIGM
                  INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                  Turner
	 	
                  Name: Scott
                    Turner

                  Title: Vice
                    President

                


        

      

      
        


          	 	 	 
	 	PACIFIC
                  CMA INTERNATIONAL, LLC
	 
 	 
 	 
 
	 	By:  	/s/
                  Ling Kwok 
	 	
                  Name: Ling
                    Kwok

                  Title: Agent

                


        

      

       

      
        

          	 	 	 
	 	PACIFIC
                  CMA, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Scott
                  Turner
	 	Name: Scott
                  Turner
Title: Vice
                  President
	 	 
	 	 
	 	/s/Alfred
                  Lam
	 	Alfred
                  Lam


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      

        	 	 	 
	 	WELLS
                FARGO BANK, NATIONAL ASSOCIATION
	 
 	 
 	 
 
	 	By:  	/s/ Michelle
                Tawdeen
	 	
                Name:
                  Michelle Tawdeen

                Title:
                  Vice President