This
      Note
      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
      Note,
      (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.

     

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS. NO TRANSFER OF THIS NOTE SHALL BE VALID OR EFFECTIVE
      UNLESS MADE IN ACCORDANCE WITH THE APPLICABLE REQUIREMENTS OF THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, OR ANY AVAILABLE EXEMPTION
      THEREUNDER.

     

    SENIOR
      SECURED TERM NOTE

     

    
      	
              $3,500,000.00

            	
              July
                17, 2007

            


    

     

    FOR
      VALUE
      RECEIVED, Airgate International Corporation, a New York corporation (the
“Borrower”),
      hereby promises to pay to the order of BHC
      INTERIM FUNDING II, L.P.
      (together with its successors in interest or assigns, if any, the “Lender”),
      the
      principal sum of Three Million Five Hundred Thousand Dollars ($3,500,000),
      together with interest thereon at the interest rates and at the times
      hereinafter provided. 

     

    1. Loan
      Agreement.
      This
      Senior Secured Term Note (“Term
      Note”)
      is
      delivered pursuant and subject to the Loan and Security Agreement (as the same
      may be amended, restated, supplemented or otherwise modified from time to time,
      the “Loan
      Agreement”),
      dated
      as of the date hereof, by and among the Borrower, the Guarantors and the Lender.
      All terms and conditions of the Loan Agreement are hereby incorporated by
      reference into this Term Note, and reference is made to the Loan Agreement
      for,
      among other things, the security for this Term Note, Events of Default
      hereunder, and the Lender’s rights and remedies upon the occurrence of any Event
      of Default. All capitalized terms used herein shall have the same meanings
      ascribed to them in the Loan Agreement unless otherwise expressly
      stated.

     

    2. Interest
      and Fees.

     

    (a) Rates
      of Interest; Computation.
      The
      Term Loan shall bear interest on the unpaid principal balance thereof from
      the
      date of the borrowing thereof to the date of payment thereof, as set forth
      in
Section
      2.3
      of the
      Loan Agreement. All interest payable hereunder shall be computed on the basis
      of
      a 360-day year for the actual number of days elapsed in the period during which
      it accrues.

     

    (b) Interest
      Payments.
      The
      Borrower shall pay interest on the unpaid principal balance of the Term Loan
      at
      the interest rates set forth in Section
      2.3
      of the
      Loan Agreement. Interest shall be paid by the Borrower monthly in arrears on
      the
      first Business Day of each month by automatic wire transfer to the Lender’s bank
      account commencing on [August] 1,
      2007,
      and on
      the date of any prepayment of the Term Loan and at maturity, whether by
      acceleration or otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Post
      Default Interest.
      Any
      installment of principal of the Term Loan not paid when due and, to the extent
      permitted by applicable law, any installment of interest thereon not paid when
      due at any time, whether by acceleration, after commencement of bankruptcy
      or
      insolvency proceedings or otherwise, shall continue to bear interest payable
      on
      demand at the Default Rate.

     

    (d) Fees.
      The
      Borrower shall pay, when due, all fees set forth in the Loan Agreement and
      the
      other Loan Documents.

     

    3. Payments
      of Principal; Optional Prepayments.
      The
      Term Loan shall be due and payable in full on the Maturity Date. The Borrower
      shall have the obligation to make mandatory payments of principal of the Term
      Loan, and the right to make voluntary prepayments of principal of the Term
      Loan,
      in accordance with Section
      2.5
      of the
      Loan Agreement.

     

    4. Acceleration.
      The
      outstanding principal balance of, and any accrued and unpaid interest on, the
      Term Loan shall be payable in full upon the occurrence and during the
      continuance of an Event of Default and acceleration of the Obligations pursuant
      to Section
      7.2
      of the
      Loan Agreement.

     

    5. Payments.
      All
      payments of principal, interest, fees, costs and expenses hereunder shall be
      made by the Borrower without defense, set off or counterclaim and in same day
      funds and delivered to the Lender at its office (or wire transferred to the
      Lender’s bank account) specified in the Loan Agreement. The Borrower hereby
      authorizes the Lender, at the Lender’s option, to draw against any deposit or
      disbursement account of the Borrower and maintained with the Lender (or subject
      to a control agreement in favor of the Lender), on account of such amounts,
      when
      any payment of same shall be due.

     

    6. Invalidity.
      The
      invalidity, illegality or unenforceability in any jurisdiction of any provision
      in or obligation under this Term Note shall not affect or impair the validity,
      legality or enforceability of the remaining provisions or obligations under
      this
      Term Note or of such provision or obligation in any other
      jurisdiction.

     

    7. Collection
      Costs.
      Without
      limiting the generality of Section
      8.3
      of the
      Loan Agreement, the Borrower shall pay, on demand, all reasonable fees, costs
      and expenses incurred by the Lender after an Event of Default in connection
      with
      any action, proceeding or effort taken or commenced by the Lender to enforce
      this Term Note, including, without limitation, reasonable attorney’s fees and
      expenses.

     

    8. Waivers;
      Amendments.
      The Borrower hereby waives presentment, demand, protest and notice of
      nonpayment. The liabilities and obligations of the Borrower hereunder shall
      be
      unconditional without regard to the liability or obligations of any other party.
      No failure or delay on the part of the 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 Term Note, or consent to any
      departure by the Borrower therefrom, shall be effective unless the same shall
      be
      in writing and signed by the Lender and the Borrower. 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 the
      Lender.

     

    
      
         

      

      
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          2
          -

        
          

        

      

      
         

      

    

     

    9. Security.
      The
      payment of this Term Note is secured as provided in the Loan
      Agreement.

     

    10. Seniority.
      The
      payment of this Term Note is senior (other than as provided in the Intercreditor
      Agreement) to all other obligations of the Borrower, whether now existing or
      hereinafter incurred.

     

    11. GOVERNING
      LAW; CONSENT TO JURISDICTION.
      THE
      VALIDITY AND EFFECT OF THIS TERM NOTE 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 ANY CONFLICT OF LAWS PRINCIPLES. THE BORROWER 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 TERM NOTE, OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.
      THE BORROWER 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 TERM NOTE, THE OTHER
      LOAN DOCUMENTS OR THE OBLIGATIONS. IF THE BORROWER PRESENTLY IS, OR IN THE
      FUTURE BECOMES, A NONRESIDENT OF THE STATE OF NEW YORK, THE BORROWER HEREBY
      WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE
      OF PROCESS MAY BE MADE UPON THE BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN
      RECEIPT REQUESTED, DIRECTED TO THE BORROWER, AT THE BORROWER’S ADDRESS SET FORTH
      IN SECTION
      8.6
      OF THE
      LOAN AGREEMENT OR AS MOST RECENTLY PROVIDED BY THE BORROWER TO THE LENDER IN
      WRITING, AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME
      HAS
      BEEN POSTED AS AFORESAID.

     

    12. JURY
      TRIAL WAIVER.
      THE
      BORROWER 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 TERM NOTE OR ANY OTHER DOCUMENTS EXECUTED
      IN
      CONNECTION WITH THIS TERM NOTE OR ANY DEALINGS BETWEEN THE BORROWER AND THE
      LENDER RELATING TO THIS TERM NOTE. THE BORROWER 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 TERM NOTE AND THE
      OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN ITS
      RELATED FUTURE DEALINGS. THE BORROWER AND THE LENDER WARRANT AND REPRESENT
      THAT
      EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
      CONSULTATION WITH LEGAL COUNSEL. 

     

    
      
         

      

      
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          3
          -

        
          

        

      

      
         

      

    

     

    13. Successors
      in Interest or Assigns.
      All of
      the Lender’s rights hereunder shall accrue for the benefit of the Lender, its
      successors in interest or assigns.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
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          4
          -

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the Borrower has
      executed this Term Note the day and year first above written.

     

    
      	 	 	 
	 	
              AIRGATE
                INTERNATIONAL CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
              /s/Scott
                Turner

            
	 	
              

              Name:
                Scott
                Turner

            
	 	
              Title:
                Vice
                President

            


    

     

    HONG
      KONG, SAR: ss.:

     

    On
      the
      ___ day of July in the year 2007 before me, the undersigned, personally appeared
      Alfred Lam, 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 an authorized
      officer of the Borrower (as defined in the within instrument), and that by
      his
      signature on the instrument, he executed the instrument.

     

    
      	 	 
	 	
              Notary
                Public

            


    

     

    
      Signature
        Page to Senior Secured Term Note