This
      Agreement 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
      Agreement, (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.

     

    MEMBERSHIP
      INTERESTS PLEDGE AGREEMENT

     

    (Pacific
      CMA International, LLC)

     

    This
      MEMBERSHIP INTERESTS PLEDGE AGREEMENT (“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”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Airgate International Corporation, a New York corporation (“Borrower”),
      a
      wholly-owned subsidiary of Pledgor, intends to enter into that certain Loan
      and
      Security Agreement, dated as of July 17, 2007 (as the same may be amended,
      modified, supplemented or restated from time to time, the “Loan
      and Security Agreement”),
      with
      the Lender and the Guarantors (as defined therein), pursuant to which the Lender
      is extending a term loan to or for the benefit of the Pledgor; and

     

    WHEREAS,
      the Pledgor is the owner of all of the issued and outstanding membership
      interests and/or equity interests in Pacific CMA International, LLC, a Colorado
      limited liability company (the “Issuer”),
      all
      of such interests are listed on Schedule
      2(A)
      opposite
      the Pledgor’s name attached hereto and made a part hereof (the “Pledged
      Interest”);

     

    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; and

     

    WHEREAS,
      this Agreement is given and is intended to provide additional security for
      the
      Obligations (as defined in the Loan Agreement).

     

    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 Interests; 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 (collectively, the “Pledged
      Collateral”):
      (i)
      all of the Pledged Interests, (ii) all additional membership and/or other equity
      interests or other securities at any time issued by the Issuer to the Pledgor,
      (iii) the certificates (if any) from time to time evidencing all of the Pledged
      Interests and any such additional membership and/or other equity interests
      and
      securities, (iv) all General Intangibles arising from or relating to the Pledged
      Interests and such additional membership and/or other equity interests and
      securities; (v) all dividends, cash, instruments and other property from time
      to
      time received, receivable or otherwise distributed in respect of or in exchange
      for any or all of the Pledged Interests and such additional membership and/or
      other equity interests and securities and (vi) all proceeds of any of the
      foregoing (including, without limitation, proceeds constituting any property
      of
      the types described above). The pledge and security interest described herein
      shall continue in effect to secure all Obligations from time to time incurred
      or
      arising unless and until all monetary Obligations have been indefeasibly paid
      and satisfied in full.

     

    (b) The
      Lender shall have no obligation with respect to 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 are coupled with an interest
      and 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.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	
            	3.	
              Rights
                of the Pledgor; Voting.

            


    

     

    (a) During
      the term of this Agreement, and so long as no Voting Notice (as defined below)
      is issued by 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
      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 the 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 the members or managers (as applicable) of the Issuer convened for
      any purpose and (B) any written consent which the Pledgor proposes to execute
      as
      a member and/or equityholder of the Issuer or which any of the representatives
      of the Pledgor propose to execute as a manager or 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 members or
      managers (as applicable) of the Issuer that the Lender wishes to attend, and
      agrees to take such steps as may be necessary to confirm and effectuate such
      right, 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. The Pledgor hereby irrevocably
      authorizes and instructs the Issuer to comply with any instruction received
      by
      it from the Lender in writing that (y) states that an Event of Default has
      occurred and (z) 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.

     

    (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 sole and 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 in writing of the revocation of such Voting Notice. 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 the Pledged
                Collateral except for such restrictions imposed by operation of law,
                that
                there are no options, warrants or rights pertaining to the Pledged
                Collateral, and that the Pledgor has the right to transfer the Pledged
                Collateral free of any Lien, preemptive rights claim and legend and
                without the consent of the creditors of the Pledgor or the consent
                of the
                Issuer, or any other Person (including 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.

            


    

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	
            	5.	
              No
                Transfer or Liens; Additional Securities; Release of Lien.
                The Pledgor agrees that, except as set forth on Schedule
                5,
                it will not sell, transfer or convey any interest in, or suffer or
                permit
                any Lien to be created or to exist upon or with respect to, any of
                the
                Pledged Collateral during the term of this Agreement, except to or
                in
                favor of the Lender. Except as expressly permitted under the Loan
                and
                Security Agreement, the Pledgor shall not cause, suffer or permit
                the
                Issuer to issue any membership or other equity interests (or any
                options
                or warrants in respect of the Issuer’s membership or other equity
                interests), 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 Interests; Payment and Application of Dividends.
                In the event that during the term of this Agreement any membership
                interest dividend, reclassification, readjustment or other change
                is
                declared or made in the capital structure of the Issuer or if any
                other or
                additional membership or other equity interests of the Issuer are
                issued
                to the Pledgor for any reason whatsoever, all new, substituted and
                additional membership or other equity interests or other securities
                issued
                by reason of any such change or acquisition shall immediately be
                deemed to
                be part of the “Pledged Collateral” under the terms of this Agreement in
                the same manner as the membership or other equity interests originally
                pledged hereunder. Any certificates representing such additional
                membership or other equity interests of Issuer received by the Pledgor
                (if
                any) shall immediately be delivered by the Pledgor to the Lender
                (each
                certificate (if any) accompanied by an undated instrument of assignment
                executed in blank by the Pledgor), to be held by the Lender as Pledged
                Collateral hereunder or, if an Event of Default has occurred and
                is
                continuing, to be applied by the Lender against the Obligations.
                Unless
                and until an Event of Default shall occur and be continuing, all
                cash
                dividends or distributions payable in respect of the Pledged Collateral
                (to the extent such payments are expressly permitted pursuant to
                the terms
                and provisions of the Loan and Security Agreement) may be paid to
                the
                Pledgor; provided,
                however,
                that upon the occurrence and during the continuance of an Event of
                Default, the Pledgor will not demand and will not 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 to be
                held by
                it and applied as provided in the preceding
                sentence.

            


    

     

    
      	
            	7.	
              Warrants
                and Options.
                In the event that during the term of this Agreement subscription
                warrants
                or other rights or options shall be issued in connection with any
                of the
                Pledged Collateral, all such warrants, rights and options shall forthwith
                be assigned to the Lender by the Pledgor, and said warrants, rights
                and
                options shall be, and, if exercised by the Pledgor, all new membership
                or
                other equity interests of Borrower issued pursuant thereto shall
                be,
                pledged by the Pledgor to the Lender if Senior Indebtedness defined
                in
                Intercreditor Agreement has not been paid in full, to the Senior
                Lender
                for the benefit of itself and 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 membership or other equity interests
                originally pledged hereunder. 

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

       

    

    
      	
            	
              8.

            	
              Return
                of Pledged Collateral Upon Payment or Termination.
                Upon the full payment and satisfaction of all of the Obligations
                and
                termination of the Loan and Security Agreement, the Lender shall
                promptly
                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
                instruments of transfer (if any) 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) Upon
      the
      occurrence and during the continuance of any Event of Default, without limiting
      the foregoing, in the event that the Lender elects to sell or otherwise dispose
      of the Pledged Interests (such term including, for purposes of this Section
      9,
      the
      Pledged Interests and all other membership or other equity interests or
      securities at any time forming part of the Pledged Collateral), the Lender
      shall
      have the power and right in connection with any such disposition, exercisable
      at
      its option and in its absolute discretion, to sell, assign, and deliver the
      whole or any part of the Pledged Interests 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
      disposition of the Pledged Interests 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 Interests, 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 Interests, the Lender may, at Lender’s option,
      disclaim any and all warranties regarding the Pledged Interests and that any
      such disclaimer shall constitute commercially reasonable conduct on the part
      of
      Lender.

     

    (c) Because
      federal and state securities laws may restrict the methods of disposition of
      the
      Pledged Interests 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 Interests 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 Collateral. 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 Collateral 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
      Collateral 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 Collateral 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
      Interests 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
                (f)
                below, covenants), except as set forth on Schedule
                10
                hereto, to the Lender that: 

            


    

     

    (a) All
      of
      the Pledged Interests 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 herein granted to the Senior
      Lender and Lender and, except as set forth on Schedule
      5,
      and the
      Pledged Interests constitute one hundred percent (100%) of the outstanding
      membership or other equity interests or securities of any and all classes or
      kinds of the Issuer owned by the Pledgor as of the date hereof. As of the date
      hereof, the Pledged Interests constitute one hundred percent (100%) of the
      outstanding membership and/or other equity interests of any and all classes
      or
      kinds of the Issuer.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    (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 Senior Lender as a secured
      party).

     

    (c) The
      pledge of the Pledged Collateral and other actions taken pursuant to this
      Agreement creates a valid and perfected security interest, in the Pledged
      Collateral (subject only to the security interest of the Senior Lender),
      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 Interests 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) Issuer
      has not “opted-in” to Article 8 of the Uniform Commercial Code with respect to
      the Pledged Interests or any other part of the Pledged Collateral by providing
      in any of its certificate or articles of formation or organization, operating
      agreement or any other entity governance document or any other document
      governing or evidencing the Pledged Interests or any other part of the Pledged
      Collateral that such Pledged Interests or any other part of the Pledged
      Collateral shall be “securities” as governed by and defined in Article 8 of the
      Uniform Commercial Code. As of the date hereof, none of the Pledged Interests
      or
      any other part of the Pledged Collateral are evidenced by certificates. Borrower
      shall not permit any Issuer to either (x) adopt any amendments or modifications
      to any of its certificate or articles of formation or organization, operating
      agreement or any other entity governance document or any other document
      governing or evidencing the Pledged Interests or any other part of the Pledged
      Collateral to provide that such Pledged Interests or any other part of the
      Pledged Collateral shall be “securities” as governed by and defined in Article 8
      of the Uniform Commercial Code or (y) issue any certificates to evidence the
      Pledged Interests or any other part of the Pledged Collateral.

     

    
      	
            	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.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    (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 on
                demand.

            


    

     

    
      	
            	13.	
              Waivers
                and Amendment.
                All rights and remedies given hereby or 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
                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. Any right or power of the Lender hereunder respecting
                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.” No amendment, modification or waiver of
                any provision of this Agreement, or consent to any departure by the
                Pledgor therefrom, shall be effective unless the same shall be in
                writing
                and signed by the Lender and the Pledgor. 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 released
                in
                accordance herewith, (ii) be binding upon the Pledgor, and the Pledgor’s
                successors and assigns (provided that the Pledgor may not assign
                or
                delegate any of its rights or obligations under this Agreement without
                the
                Lender’s prior written consent), 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 or entity, and such other person or entity 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.

            


    

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

     

    
      	
            	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 specified below, all notices hereunder shall be
                in
                writing addressed to the respective party 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.

            


    

     

    
      	
              If
                to Pledgor:

            	
              Pacific
                CMA, Inc.

              153-04
                Rockaway Boulevard

              Jamaica,
                New York 11434

            
	 	
              Attention:
                Alfred Lam

            
	 	
              Facsimile:
                (718) 949-0260

            
	 	 
	
              With
                copies to:

            	
              Gusrae,
                Kaplan, Bruno & Nusbaum PLLC

              120
                Wall Street

              New
                York, New York 10005

            
	 	
              Attention:
                Lawrence Nusbaum, Esq.

            
	 	
              Facsimile:
                (212) 809-5449

            
	 	 
	
              If
                to Lender:

            	
              BHC
                Interim Funding II, L.P.

              444
                Madison Avenue, 25th
                Floor

              New
                York, New York 10022

            
	 	
              Attention:
                Gerald H. Houghton, Managing Partner 

            
	 	
              Facsimile:
                (212) 753-7730

            
	 	 
	 	 
	
              With
                a copy to:

            	
              Blank
                Rome LLP 

              The
                Chrysler Building

              405
                Lexington Avenue

              New
                York, New York 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.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    
      	
            	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 LENDER’S ELECTION, ALL ACTIONS OR
                PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR 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, THE OTHER LOAN DOCUMENTS OR THE OBLIGATIONS. 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 OF THIS
                AGREEMENT OR AS MOST RECENTLY NOTIFIED BY THE PLEDGOR 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.
                THE PLEDGOR 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
                AGREEMENT OR THE OTHER LOAN DOCUMENTS. 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 AND THE OTHER LOAN DOCUMENTS AND THAT
                EACH
                WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
                THE
                PLEDGOR AND THE 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.

            


    

     

    
      	
            	19.	
              Entire
                Agreement; Severability.
                This Agreement and the other Loan Documents represent the entire
                understanding and agreement between the parties with respect to the
                subject matter contained herein and therein, and there are no other
                existing agreements or understandings, whether oral or written, between
                or
                among such parties as to such subject matter. This Agreement and
                the other
                Loan Documents are intended to be complimentary of one another and
                shall
                be interpreted as such; provided,
                however,
                that in the case of an irreconcilable conflict between this Agreement,
                on
                one hand, and the Loan and Security Agreement, on the other hand,
                the Loan
                and Security Agreement, as applicable, shall govern and control.
                Wherever
                possible, each provision of this Agreement shall be interpreted in
                such
                manner as to be effective and valid under applicable law, but if
                any
                provision of this Agreement 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
                Agreement.

            


    

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    
      	
            	20.	
              Termination.
                This Agreement shall remain in full force and effect until the date
                upon
                which the Lender shall have received indefeasible 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.

            


    

     

    [Signature
      Page on Following Page]

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    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

            


    

     

    The
      undersigned hereby acknowledges all of the rights granted to the Lender under
      the foregoing Agreement and agrees to take any or 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 and compliance with instructions originated by Lender pursuant
      to
      the terms thereof (specifically including any such instructions originated
      by
      Lender in connection with the exercise by Lender of its rights as a secured
      creditor thereunder, under Articles 8 and 9 of the Uniform Commercial Code
      and
      otherwise at law and in equity) without further consent by Pledgor.

     

    
      	 	 	 
	 	
              PACIFIC
                CMA INTERNATIONAL, LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/Ling
              Kwok
	 	
              
Name:
              Ling Kwok
	 	
              Title:
                Agent

            


    

     

    
      Signature
        Page 1 of 2 to Membership Interests Pledge Agreement 

       

    

    
      
         

      

      
        S-1

        
          

        

      

      
         

      

    

     

    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	 	 	
            
	
              

              Name:
                Gerald H. Houghton

              Title: Managing
                Member

            	 	 	
            


    

     

    Signature
      Page 2 of 2 to Membership Interests
      Pledge Agreement 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      2(a)

     

    Description
      of Pledged Interests


    


    
      	
              Owner

            	 	
              Issuer

            	
               

            	
              Class
                & Percentage of Membership Interests

            	
               

            	
              Percent
                Pledged*

            	
              Certificate
                Number (if any)

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    *Refers
      to all issued and outstanding equity interests of the applicable class of the
      Issuer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      5


    


    Liens

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      10

    


    Exceptions
      to Representations and Warranties