EXECUTION
      COPY


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

     

    CONTINUING
      UNCONDITIONAL GUARANTY

    (Alfred
      Lam)

     

    WHEREAS,
      Airgate International Corporation, a New York corporation (the “Borrower”)
      and
      the Guarantors (as defined in the Loan Agreement), from time to time party
      thereto are entering into that certain Loan and Security Agreement dated as
      of
      July 17, 2007 (as may be amended, restated, supplemented or otherwise
      modified from time to time, the “Loan
      Agreement”)
      with
      BHC INTERIM FUNDING II, L.P., a Delaware limited partnership (the “Lender”),
      pursuant to which Lender is concurrently making a secured term loan to Borrower
      (the “Term
      Loan”);
      and


     

    WHEREAS,
      Lender has required that the undersigned, in his capacity as guarantor hereunder
      (the “Guarantor”),
      execute and deliver this Continuing Unconditional Guaranty (this “Guaranty”)
      to
      Lender as a condition precedent to making the Term Loan to Borrower pursuant
      to
      the Loan Agreement; and 

     

    WHEREAS,
      Guarantor is the sole shareholder of Borrower and
      therefore Guarantor will directly or indirectly receive certain benefits from
      the credit accommodations hereinabove described and is therefore willing to
      guaranty the prompt payment and performance of the Obligations (as such term
      is
      hereinafter defined) of Borrower, on the terms set forth in this
      Guaranty.

     

    NOW,
      THEREFORE, for value received and in consideration of Lender’s execution of the
      Loan Agreement and making of the Term Loan to Borrower, the undersigned
      irrevocably, absolutely and unconditionally guarantees (i) the full and
      prompt payment when due, whether at maturity or earlier, by reason of
      acceleration or otherwise, and at all times thereafter, of all of the
      indebtedness and obligations of every kind and nature of Borrower to Lender,
      or
      any parent, affiliate or subsidiary of Lender (the term “Lender” as used
      hereafter shall include such parents, affiliates and subsidiaries), pursuant
      to
      the terms of the Loan Agreement and the other Loan Documents, and whether
      principal, interest, fees, costs, expenses or otherwise (including, without
      limitation, any interest, fees or reasonable expenses accruing following the
      commencement of any insolvency, receivership, reorganization or bankruptcy
      case
      or proceeding relating to Borrower, whether or not a claim for post-petition
      interest, fees or expenses is allowed in such case or proceeding), howsoever
      created, arising or evidenced, whether direct or indirect, absolute or
      contingent, joint or several, now or hereafter existing, or due or to become
      due, and howsoever owned, held or acquired by Lender, whether through discount,
      overdraft, purchase, direct loan or as collateral or otherwise; and
      (ii) the prompt, full and faithful discharge by Borrower of each and every
      term, condition, agreement, covenant, representation and warranty now or
      hereafter made by Borrower to Lender under the Loan Agreement and the other
      Loan
      Documents (as such term is defined in the Loan Agreement) (all such indebtedness
      and obligations being hereinafter referred to as the “Obligations”).
      For
      sake of clarity, the Obligations shall include all “Obligations” as defined in
      the Loan Agreement. Guarantor further agrees to pay all reasonable out-of-pocket
      costs and expenses, including, without limitation, all court costs and
      reasonable attorneys’ and paralegals’ fees paid or incurred by Lender in
      collecting all or any part of the Obligations from, or in prosecuting or
      defending any action against, Guarantor or any other guarantor of all or any
      part of the Obligations. All amounts payable by Guarantor under this Guaranty
      shall be payable upon demand by Lender and shall be made in lawful money of
      the
      United States, in immediately available funds.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    SECTION
      1.  No
      Fraudulent Conveyance.
      Notwithstanding any provision of this Guaranty to the contrary, it is intended
      that this Guaranty, and any liens and security interests granted by Guarantor
      to
      secure this Guaranty, do not constitute a “Fraudulent Conveyance” (as defined
      below). Consequently, Guarantor agrees that if this Guaranty, or any liens
      and
      security interests securing this Guaranty, would, but for the application of
      this sentence, constitute a Fraudulent Conveyance, this Guaranty and each such
      lien and security interest shall be valid and enforceable only to the maximum
      extent that would not cause this Guaranty or such lien and security interest
      to
      constitute a Fraudulent Conveyance, and this Guaranty or the other Loan
      Documents providing for such liens and security interests shall automatically
      be
      deemed to have been amended accordingly at all relevant times. For purposes
      hereof, “Fraudulent
      Conveyance”
means
      a
      fraudulent conveyance under Section 548
      of the
      Bankruptcy Code (as hereinafter defined) or a fraudulent conveyance or
      fraudulent transfer under the provisions of any applicable fraudulent conveyance
      or fraudulent transfer law or similar law of any state, nation or other
      governmental unit, as in effect from time to time.

     

    SECTION
      2.  Unconditional
      Guaranty.
      Guarantor hereby agrees that, except as hereinafter provided, his obligations
      under this Guaranty shall be irrevocable, absolute and unconditional,
      irrespective of (i) the validity or enforceability of the Obligations or
      any part thereof, or of any promissory note or other document evidencing all
      or
      any part of the Obligations, (ii) the absence of any attempt to collect
      from Borrower or any other guarantor all or any part of the Obligations or
      other
      action to enforce the same, (iii) the waiver or consent by Lender with
      respect to any provision of any instrument evidencing the Obligations, or any
      part thereof, or any other agreement heretofore, now or hereafter executed
      by
      Borrower or any other guarantor, and delivered to Lender, (iv) failure by
      Lender to take any steps to perfect and maintain its security interest in,
      or to
      preserve its rights, title or interest in and to, any security or collateral
      for
      the Obligations, (v) the existence or nonexistence of any defenses which
      may be available to Borrower or any other guarantor with respect to all or
      any
      part of the Obligations, (vi) the institution of any proceeding under Chapter
      11
      of Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended (the
“Bankruptcy
      Code”),
      or
      any similar proceeding, by or against Borrower or any other guarantor or
      Lender’s election in any such proceeding of the application of Section
      1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a
      security interest by Borrower, as debtor-in-possession, under Section 364 of
      the
      Bankruptcy Code (or use of cash collateral under Section 363
      of the
      Bankruptcy Code), (viii) the disallowance, under Section 502 of the
      Bankruptcy Code, of all or any portion of Lender’s claim(s) for repayment of the
      Obligations, or (ix) any other circumstance which might otherwise
      constitute a legal or equitable discharge or defense of any other
      guarantor.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    SECTION
      3.  Waiver.
      Guarantor hereby waives diligence, presentment, demand of payment, filing of
      claims with a court in the event of receivership or bankruptcy of Borrower
      or
      any other guarantor, protest or notice (except as provided elsewhere in the
      Loan
      Documents) with respect to the Obligations and all demands whatsoever, and
      covenants that this Guaranty will not be discharged, except by complete and
      indefeasible payment and satisfaction in full of all of the Obligations.
      Guarantor further waives notice of (i) acceptance of this Guaranty,
      (ii) the existence or incurring from time to time of any Obligations
      guarantied hereunder, (iii) the existence of any Default or Event of
      Default, demand of payment, nonpayment, or Lender taking any action, under
      the
      Loan Agreement or any other Loan Document, and (iv) default and demand
      hereunder. Upon the occurrence and during the continuance of any Event of
      Default (as defined in the Loan Agreement), Lender may, in its sole election
      (regardless of whether the liability of Borrower or any other guarantor of
      all
      or any part of the Obligations has matured or may then be enforced), proceed
      directly and at once, without notice, against Guarantor to collect and recover
      the full amount or any portion of the Obligations, without first proceeding
      against Borrower, any other guarantor, or any other Person (as defined in the
      Loan Agreement), firm or corporation, or against any security or collateral
      for
      the Obligations. Guarantor agrees that this Guaranty constitutes a guarantee
      of
      payment when due and not of collection.

     

    SECTION
      4.  Authorization.
      Lender
      is hereby authorized, without notice or demand and without affecting the
      liability of Guarantor hereunder, at any time and from time to time to
      (i) renew, extend, accelerate or otherwise change the time for payment of,
      or other terms relating to, the Obligations or otherwise modify, amend or change
      the terms of any promissory note or other agreement, document or instrument
      now
      or hereafter executed by Borrower or any other guarantor and delivered to
      Lender; (ii) accept partial payments on the Obligations; (iii) take
      and hold security or collateral for the payment of the Obligations guaranteed
      hereby, or for the payment of this Guaranty, or for the payment of any other
      guaranties of the Obligations, and exchange, enforce, waive and release any
      such
      security or collateral; (iv) apply such security or collateral and direct
      the order or manner of sale or other disposition thereof in its discretion
      as it
      may determine; and (v) settle, release, compromise, collect or otherwise
      liquidate the Obligations and any security or collateral therefor in any manner,
      without affecting or impairing the obligations of Guarantor hereunder. Lender
      shall have the exclusive right to determine the time and manner of application
      of any payments or credits, whether received from Borrower or any other source,
      and such determination shall be binding on Guarantor. All such payments and
      credits may be applied, reversed and reapplied, in whole or in part, to any
      of
      the Obligations as Lender shall determine in its discretion without affecting
      the validity or enforceability of this Guaranty.

     

    SECTION
      5.  Guarantor’s
      Responsibility.
      Guarantor hereby assumes responsibility for keeping himself informed
      of the financial condition of Borrower and any and all endorsers and/or other
      guarantors of any instrument or document evidencing all or any part of the
      Obligations and of all other circumstances bearing upon the risk of nonpayment
      of the Obligations or any part thereof, and Guarantor hereby agrees that Lender
      shall have no duty to advise Guarantor of information known to Lender regarding
      such condition or any such circumstances or to undertake any investigation.
      If
      Lender, in its discretion, undertakes at any time or from time to time to
      provide any such information to Guarantor, Lender shall be under no obligation
      to update any such information or to provide any such information to Guarantor
      on any subsequent occasion. Guarantor further acknowledges that Guarantor has
      examined or had the opportunity to examine the Loan Agreement and the other
      Loan
      Documents, and waives any defense which may exist resulting from Guarantor’s
      failure to receive or examine at any time the Loan Agreement or the other Loan
      Documents.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    SECTION
      6.  Consent.
      Guarantor consents and agrees that Lender shall be under no obligation to
      marshal any assets in favor of Guarantor or against or in payment of any or
      all
      of the Obligations. Guarantor further agrees that, to the extent that Borrower,
      Guarantor or any other Person (as defined in the Loan Agreement) makes a payment
      or payments to Lender, or Lender receives any proceeds of the Collateral (as
      defined in the Loan Agreement), which payment or payments or any part thereof
      are subsequently invalidated, declared to be fraudulent or preferential, set
      aside and/or required to be repaid to Borrower, its estate, trustee, receiver
      or
      any other Person, including, without limitation, Guarantor, under any bankruptcy
      law, state or federal law, common law or equitable theory, then to the extent
      of
      such payment or repayment, the Obligations or the part thereof which has been
      paid, reduced or satisfied by such amount, and Guarantor’s obligations hereunder
      with respect to such portion of the Obligations, shall be reinstated and
      continued in full force and effect as of the date such initial payment,
      reduction or satisfaction occurred.

     

    SECTION
      7.  Transfer.
      Lender
      may sell or assign the Obligations or any part thereof, or grant participations
      therein, and in any such event, each and every immediate or remote assignee
      or
      holder of, or participant in, all or any of the Obligations shall have the
      right
      to enforce this Guaranty, by suit or otherwise, for the benefit of such
      assignee, holder or participant, as fully as if herein by name specifically
      given such right, but Lender shall have an unimpaired right, prior and superior
      to that of any such assignee, holder or participant, to enforce this Guaranty
      for the benefit of Lender, as to any part of the Obligations retained by
      Lender.

     

    SECTION
      8.  Binding
      on Assigns.
      This
      Guaranty shall be binding upon Guarantor and upon the heirs, executors,
      successors (including, without limitation, any receiver, trustee or
      debtor-in-possession of or for Guarantor) and assigns of Guarantor, and shall
      inure to the benefit of Lender and its successors in interest and assigns;
      provided,
      however,
      that
      Guarantor’s obligations hereunder may not be delegated or assigned without
      Lender’s prior written consent.

     

    SECTION
      9.  Representations
      and Warranties.
      Guarantor represents and warrants (which representations and warranties shall
      survive the execution and delivery hereof) to Lender that:

     

    (a)  Guarantor
      has the full power, authority and legal capacity to execute, deliver and perform
      this Guaranty and the transactions contemplated hereby;

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    (b)  No
      consent of any person (including, without limitation, creditors of the
      Guarantor) which has not been obtained as of the date hereof, and no consent,
      permit, approval or authorization of, exemption by, notice or report to, or
      registration, filing or declaration with, any governmental authority is required
      in connection with the execution, delivery, performance, validity or
      enforceability of this Guaranty and the transactions contemplated
      hereby;

     

    (c)  This
      Guaranty constitutes the legal, valid and binding obligation of the Guarantor,
      enforceable in accordance with its terms, except as the enforceability thereof
      may be limited by applicable bankruptcy, reorganization, insolvency, moratorium
      or other laws affecting creditors’ rights generally; 

     

    (d)  The
      execution, delivery and performance of this Guaranty will not violate any
      requirement of law applicable to or material contractual obligation by which
      the
      Guarantor or his property is bound; and

     

    (e)  It
      is in
      Guarantor’s direct interest to assist Borrower in procuring credit because
      Guarantor has a direct or indirect investment in or business relationship with
      Borrower.

     

    SECTION
      10.  Continuation.
      This
      Guaranty shall continue in full force and effect (and may not be revoked or
      terminated), and Lender shall be entitled to make the Term Loan and extend
      other
      financial accommodations to Borrower on the faith hereof until such time as
      Lender has, in writing, notified Guarantor that all of the Obligations have
      been
      indefeasibly paid and satisfied in full and the Loan Agreement has been
      terminated.

     

    SECTION
      11.  Subrogation.
      Any and
      all rights of any nature of Guarantor to subrogation, contribution,
      reimbursement or indemnity and any right of Guarantor to recourse to any assets
      or property of, or payment from, Borrower or any other guarantor of all or
      any
      part of the Obligations as a result of any payments made or to be made hereunder
      for any reason are hereby unconditionally waived, and Guarantor shall not at
      any
      time exercise any of such rights unless and until all of the Obligations have
      been indefeasibly paid and satisfied in full. Any payments received by Guarantor
      in violation of this Section 11 shall be held in trust for and immediately
      remitted to Lender.

     

    SECTION
      12.  Subordination.
      The
      payment of any and all of the indebtedness, liabilities and obligations of
      Borrower to Guarantor of every kind or nature, whether joint or several, due
      or
      to become due, absolute or contingent, now existing or hereafter arising, and
      whether principal, interest, fees, costs, expenses or otherwise (collectively,
      the “Subordinated
      Debt”),
      other
      than remuneration or reimbursable expenses payable to Guarantor in his capacity
      as an officer, director or employee of Borrower (in each case, subject to the
      restrictions therein contained in the Loan Agreement), is expressly subordinated
      to the Obligations. So long as any Obligations remain outstanding and the Loan
      Agreement has not been terminated, no payment of any kind (by voluntary payment,
      prepayment, acceleration, setoff or otherwise) of any portion of the
      Subordinated Debt may be made by Borrower or received or accepted by Guarantor
      at any time. Until such time as the Obligations have been indefeasibly paid
      and
      satisfied in full and the Loan Agreement has been terminated, Guarantor will
      not
      (i) obtain any Lien on any property of Borrower to secure the Subordinated
      Debt, or (ii) make demand for payment of all or any part of the
      Subordinated Debt or commence any lawsuit, action or proceeding of any kind
      against Borrower to recover all or any part of the Subordinated Debt. Any
      payments received by Guarantor in violation of this Section 12
      shall be
      held in trust for and immediately remitted to Lender.

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    SECTION
      13.  GOVERNING
      LAW.
      THIS
      GUARANTY SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
      OF
      LAWS PRINCIPLES.

     

    SECTION
      14.  CONSENT
      TO JURISDICTION; SERVICE OF PROCESS.
      GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
      LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES
      THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
      RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. GUARANTOR ACCEPTS
      FOR HIMSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION
      OF
      THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND
      IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
      WITH THIS GUARANTY. GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
      PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON GUARANTOR
      BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO
      GUARANTOR, AT GUARANTOR’S ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF OR AS
      MOST RECENTLY NOTIFIED BY GUARANTOR IN WRITING, AND SERVICE SO MADE SHALL BE
      COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID.

     

    SECTION
      15.  JURY
      TRIAL WAIVER.
      GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
      ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. GUARANTOR
      AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO
      A
      BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING
      INTO THIS GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR
      RELATED FUTURE DEALINGS. GUARANTOR AND LENDER FURTHER WARRANT AND REPRESENT
      THAT
      EACH HAS REVIEWED THIS WAIVER WITH HIS/ITS LEGAL COUNSEL, AND THAT EACH
      KNOWINGLY AND VOLUNTARILY WAIVES HIS/ITS JURY TRIAL RIGHTS FOLLOWING
      CONSULTATION WITH LEGAL COUNSEL.

     

    SECTION
      16.  Entire
      Agreement; Severability.
      This
      Guaranty represents the entire understanding and agreement between Guarantor,
      on
      the one hand, and Lender, on the other hand, with respect to the subject matter
      contained herein, and there are no other existing agreements or understandings,
      whether oral or written, between or among such parties as to such subject
      matter. Wherever possible, each provision of this Guaranty shall be interpreted
      in such manner as to be effective and valid under applicable law, but if any
      provision of this Guaranty shall be prohibited by or invalid under applicable
      law, such provision shall be ineffective only to the extent of such prohibition
      or invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Guaranty.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    SECTION
      17.  Cumulative
      Remedies; Amendments.
      All
      rights and remedies hereunder and under the Loan Agreement and the other Loan
      Documents are cumulative and not alternative, and Lender may proceed in any
      order from time to time against Borrower, Guarantor or any other Guarantor
      of
      all or any part of the Obligations and their respective assets. Lender shall
      not
      have any obligation to proceed at any time or in any manner against, or exhaust
      any or all of Lender’s rights against, Borrower or any other guarantor of all or
      any part of the Obligations prior to proceeding against Guarantor hereunder.
      No
      failure or delay on the part of Lender in the exercise of any power, right
      or
      privilege shall impair such power, right or privilege or be construed to be
      a
      waiver of any Default or acquiescence therein, nor shall any single or partial
      exercise of any such power, right or privilege preclude other or further
      exercise thereof or of any other right, power or privilege. No amendment,
      modification or waiver of any provision of this Guaranty, or consent to any
      departure by Guarantor therefrom, shall be effective unless the same shall
      be in
      writing and signed by Lender and Guarantor. Each amendment, modification or
      waiver shall be effective only in the specific instance and for the specific
      purpose for which the same was consented to by the Lender.

    


    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, this Guaranty has been duly executed by the undersigned as
      of
      July __, 2007.

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ Alfred
              Lam
	 	
              
                

              

              Alfred Lam

               

            
	 	
              Address:
                11/F., Watson Centre

              16-22
                Kung Yip Street

              Kwan
                Chung, New Territories,

              Hong
                Kong

            


    

    
 

    
      	
              Accepted:

            	
               

            
	
               

            	
               

            
	
              BHC
                Interim Funding II, L.P.

               

            	
               

            
	
              By:

            	
              BHC
                Interim Funding Management, L.L.C.,

              its
                General Partner

               

            	
               

            
	
              By:

            	
              BHC
                Investors II, L.L.C.,

              its
                Managing Member

            	
               

            
	
              By:

            	
               

              GHH
                Holdings, L.L.C.

               

            	
               

            
	
              
                By:

              

            	
               

              /s/Gerald
                Houghton

            	
            	
               

            
	
               

            	
              Name:

            	
              Gerald
                H. Houghton

            	
               

            
	
               

            	
              Title:

            	
              Managing
                Member

            	
               

            
	
               

            	
               

            	
               

            	
               

            


    

     

    Signature
      Page to Continuing Guaranty (Individual)


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    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 individual capacity, and
      that by his signature on the instrument, the individual executed the
      instrument.

    
      	 	 	 	 
	/s/ Cheung
              Ka
              Wa: Francis	 	 	 
	
              

              Notary
                Public

            	 	 	
            
	 	 	 	
            


    

     

    Notary
      Page to Continuing Guaranty (Individual)