EXECUTION
      COPY


    STOCK
      PLEDGE AGREEMENT

     

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

     

    WITNESSETH:

     

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

     

    WHEREAS,
      the Pledgor is the owner of all of the issued and outstanding shares of common
      stock of Airgate International Corporation (Chicago), a New York corporation
      (the “Issuer”),
      which
      shares are listed on Schedule
      2(A)
      opposite
      such Issuer’s name attached hereto and made a part hereof (the “Pledged
      Stock”);
      and


     

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

     

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

     

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

            


    

     

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

            


    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      	
            	3.	
              Rights
                of the Pledgor; Voting.

            


    

     

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

     

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

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

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

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      
        
        

      

      
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              7.

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

            


    

     

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

            


    

     

    
      	
            	9.	
              Events
                of Default; Remedies.

            


    

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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


            


    

     

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

     

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

     

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

     

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

     

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

     

    (f) The
      Pledged Stock listed on Schedule
      2(a)
      to this
      Agreement, as may be amended pursuant to this Agreement from time to time,
      constitutes 100% of the issued and outstanding common stock of the Issuer.
      

     

    
      	
            	11.	
              Indemnity
                and Expenses. 1)
                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.

            


    

     

    
      
        
        

      

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

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      
        
        

      

      
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              15.

            	
              APPLICABLE
                LAW.
                THIS AGREEMENT AND ALL MATTERS RELATING HERETO AND ARISING HEREFROM
                (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL
                BE
                GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
                THE
                INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
                OF LAWS
                PRINCIPLES.

            


    

     

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

            


    

     

     

    
      
        	              
                (a)	If to Pledgor, to:
	 	 
	 	
                Airgate
                  International Corporation

                153-04
                  Rockaway Blvd

                Jamaica,
                  New York 11434

                Attention:
                  Alfred Lam

                Facsimile:
                  (718) 949-0260

              
	 	 
	
                              
                  With a copy to:

              
	 	 
	 	
                Gusrae,
                  Kaplan, Bruno & Nusbaum PLLC

                120
                  Wall Street

                New
                  York, New York 10005 
                  Attention:
                    Lawrence Nusbaum, Esq. 
                    Facsimile:
                      (212) 809-5449

                  

                

              
	 	 
	              
                (b)	
                 If
                  to Lender, to:

              
	 	 
	 	
                BHC
                  Interim Funding, L.P.

                444
                  Madison Avenue, 25th Floor

                New
                  York, NY 10022

                Attention:
                  Gerald H. Houghton, Managing Partner

                Facsimile:
                  (212) 753-7730

              
	 	 
	
                              
                  With a copy to:

              
	 	 
	 	
                Blank
                  Rome LLP

                The
                  Chrysler Building

                405
                  Lexington Avenue

                New
                  York, NY 10174

                Attention:
                  George N. Abrahams, Esq.

                Facsimile:
                  (212) 885-5001

              


      


     

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

       

    

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

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

            


    

     

    
      	
            	18.	
              WAIVER
                OF JURY TRIAL.
                EACH OF THE PLEDGOR AND THE LENDER HEREBY WAIVE THEIR RESPECTIVE
                RIGHTS TO
                A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
                OUT OF
                THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH OF THE PLEDGOR AND
                THE
                LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
                INTO
                A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER
                IN
                ENTERING INTO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AND THAT
                EACH
                WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.
                EACH
                OF THE PLEDGOR AND THE LENDER FURTHER WARRANTS AND REPRESENTS THAT
                EACH
                HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY
                AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
                WITH
                LEGAL COUNSEL.

            


    

     

    
      	
            	19.	
              Severability;
                Entire Agreement. 2)
                The invalidity, illegality or unenforceability in any jurisdiction
                of any
                provision in or obligation under this Agreement shall, as to such
                jurisdiction, not affect or impair the validity, legality or
                enforceability of the remaining provisions or obligations under this
                Agreement or of such provision or obligation in any other
                jurisdiction.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

    

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

     

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

            


    

     

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

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 
	 	
              AIRGATE
                INTERNATIONAL CORPORATION 

            
	 
 	 
 	 
 
	
            	By:  	/s/Scott
              Turner
	 	
              

              Name:  
                Scott Turner

            
	 	
              Title:    Vice
                President

            


    

    


    ACKNOWLEDGEMENT

     

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

     

    
      	 	 	 
	 	
              AIRGATE
                INTERNATIONAL CORPORATION (CHICAGO)

            
	 
 	 
 	 
 
	
            	By:  	/s/Scott
              Turner  
	 	
              

              Name:
                Scott Turner

            
	 	
              Title:
                Vice President

            




    
      Signature
        Page to Stock Pledge Agreement (Airgate International
        Corproation)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    Accepted
      and agreed:

    


    BHC
      INTERIM FUNDING II, L.P.

     

    By:
      BHC
      Interim Funding Management, L.L.C., its General Partner

    


    By:
      BHC
      Investors II, L.L.C., its Managing Member

    


    By:
      GHH
      Holdings, L.L.C.

     

    
      	 	 	 	 
	By:
              /s/Gerald
              Houghton	 	 	
            
	
              
                

              

              Gerald
                H. Houghton 

              Managing
                Member

            	 	 	
            


    

     

    
      Signature
        Page to Stock Pledge Agreement (Airgate International
        Corporation)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    



    SCHEDULE
      2(A)

     

    (Description
      of Pledged Stock)

    


     

    
      	
              Issuer

            	 	
              Jurisdiction
                of Incorporation

            	 	
              Capital
                Stock

            	 	
              Certificate
                No.

            	 	
              Record
                and Beneficial Owner

            	 	
              Ownership
                Percentage

            	 	
              Number
                of Shares

            
	
              Airgate
                International Corporation (Chicago)

            	 	
              Illinois

            	 	
              Common
                Shares

            	 	 	 	Airgate International
              Corporation	 	
              100%

            	 	
              500

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4

     

    Restrictions
      on Transfer

     

    
      The
        securities that are the subject of this instrument are subject to restrictions
        on their disposition imposed upon them by the Securities Act of 1933, as
        amended.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5

     

    Liens

     

    
      The
        securities that are the subject of this instrument are subject to a collateral
        pledge agreement dated April 10, 2007, granted to Wells Fargo Bank, National
        Association, granting said bank a lien on subject securities.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      10

     

    Exceptions
      to Representations and Warranties