<PAGE>

EXHIBIT 10.5


                         TEXAS ASSOCIATION OF REALTORS(R)
                         ------------------------------

                                COMMERCIAL LEASE

   USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
                         REALTORS(R) IS NOT AUTHORIZED.
                 (C)TEXAS ASSOCIATION OF REALTORS(R), INC. 2002


                               TABLE OF CONTENTS
                               -----------------

NO.     PARAGRAPH DESCRIPTION                                          PG.
---     ---------------------                                          ---


1.      Parties                                                         2
2.      Leased Premises                                                 2
3.      Term                                                            2
         A.       Term
         B.       Delay of Occupancy
4.      Rent and Expenses                                               3
         A.       Base Monthly Rent
         B.       First Full Month's Rent
         C.       Prorated Rent
         D.       Additional Rent
         E.       Place of Payment
         F.       Method of Payment
         G.       Late Charges
         H.       Returned Checks
5.       Security Deposit                                               4
6.       Taxes                                                          4
7.       Utilities                                                      4
8.       Insurance                                                      5
9.       Use and Hours                                                  6
10.      Legal Compliance                                               6
11.      Signs                                                          7
12.      Access By Landlord                                             7
13.      Move-In Condition                                              7
14.      Move-Out Condition                                             7
15.      Maintenance and Repairs                                        8
         A.       Cleaning
         B.       Conditions Caused by a Party
         C.       Repair & Maintenance Responsibility
         D.       Repair Persons
         E.       HVAC Service Contract
         F.       Common Areas
         G.       Notice of Repairs
         H.       Failure to Repair
16.      Alterations                                                    9
17.      Liens                                                          9
18.      Liability                                                      10
19.      Indemnity                                                      10
20.      Default                                                        10
21.      Abandonment, Interruption of Utilities,
         Removal of Property & Lockout                                  10


<PAGE>


                         TEXAS ASSOCIATION OF REALTORS(R)
                         --------------------------------

                                COMMERCIAL LEASE

   USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
                         REALTORS(R) IS NOT AUTHORIZED.
                 (C)TEXAS ASSOCIATION OF REALTORS(R), INC. 2002


                               TABLE OF CONTENTS
                               -----------------

NO.     PARAGRAPH DESCRIPTION                                          PG.
---     ---------------------                                          ---
22.      Holdover                                                       11

23.      Landlord's Lien & Security Interest                            11

24.      Assignment and Subletting                                      11

25.      Relocation                                                     11

26.      Subordination                                                  11

27.      Estoppel Certificates                                          12

28.      Casuality Loss                                                 12

29.      Condemnation                                                   12

30.      Attorney's Fees                                                12

31.      Representations                                                13

32.      Brokers                                                        13

33.      Addenda                                                        13

34.      Notices                                                        14

35.      Special Provisions                                             14

36.      Agreement of the Parties                                       14

                   ADDENDA & EXHIBITS (CHECK ALL THAT APPLY)
                   -----------------------------------------

[X]      Exhibit A
[ ]      Exhibit
[ ]      Commercial Lease Addendum for Broker's Fee
[X]      Commercial Lease Expense Reimbursement Addendum
[ ]      Commercial Lease Addendum for Extension Options
[ ]      Commercial Lease Addendum for Percentage Rent
[ ]      Commercial Lease Parking Addendum
[ ]      Commercial Landlord's Rules and Regulations
[ ]      Commercial Lease Guaranty
[ ]      Commercial Lease Right of First Refusal Addendum
[ ]      Commercial Lease Addendum for Optional Space
[ ]      Commercial Leasehold Construction Addendum
[ ]      __________________________________________
[ ]      __________________________________________


<PAGE>

                         TEXAS ASSOCTATION OF REALTORS(R)
                         --------------------------------
                                COMMERCIAL LEASE

   USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
                         REALTORS(R) IS NOT AUTHORIZED.
                 (C)TEXAS ASSOCIATION OF REALTORS(R), INC. 2002

1. PARTIES: The parties to this lease are:

         Tenant:  AIRGATE TECHNOLOGIES, INC. and

         Landlord: ARMET BETHANY LIMITED PARTNERSHIP ; and

2. LEASED PREMISES:

         A.       Landlord leases to Tenant the following described real
                  property, known as the "leased premises," along with all its
                  improvements (CHECK ONLY ONE BOX):

         [X]      (1) MULTIPLE-TENANT PROPERTY: Suite or Unit Number -
                  containing approximately 11,400 square feet of rentable area
                  in BETHANY TECH CENTER (building name) at 404 WEST BETHANY
                  DRIVE (address) IN ALLEN (city), COLLIN (county), Texas, which
                  is legally described on attached Exhibit "A" (a part of) or as
                  follows:

         [ ]      (2) SINGLE-TENANT PROPERTY: The real property at:_____________

                   _____________________________________________________________
                                             (address)
                   _____________________________________________________________
                                              (city),

                   _____________________________________________________________
                   (county), Texas, which is legally described on attached
                   Exhibit __ or as follows:
                   _____________________________________________________________
                   _____________________________________________________________
                   _____________________________________________________________


         B.       If Paragraph 2A(1) applies:

                  (1)      "Property" means the building or complex in which the
                           leased premises are located, inclusive of any common
                           areas, drives, parking areas, and walks; and

                  (2)      the parties agree that the rentable area of the
                           leased premises may not equal the actual or useable
                           area within the leased premises and may include an
                           allocation of common areas in the Property.

3. TERM:

A. TERM: The term of this lease is 62 months and 0 days, commencing on:
         NOVEMBER 1, 2005 (Commencement  Date) and ending on
         DECEMBER 31,2010 (Expiration Date).


                                       2
<PAGE>

B.       DELAY OF OCCUPANCY: If Tenant is unable to occupy the leased premises
         on the Commencement Date because of construction on the leased premises
         to be completed by Landlord that is not substantially complete or a
         prior tenant's holding over of the leased premises, Landlord will not
         be liable to Tenant for such delay and this lease will remain
         enforceable. In the event of such a delay, the Commencement Date will
         automatically be extended to the date Tenant is able to occupy the
         Property and the Expiration Date will also be extended by a like number
         of days, so that the length of this lease remains unchanged. If Tenant
         is unable to occupy the leased premises after the 90th day after the
         Commencement Date because of construction on the leased premises to be
         completed by Landlord that is not substantially complete or a prior
         tenant's holding over of the leased premises, Tenant may terminate this
         lease by giving written notice to Landlord before the leased premises
         become available to be occupied by Tenant and Landlord will refund to
         Tenant any amounts paid to Landlord by Tenant. This Paragraph 3B does
         not apply to any delay in occupancy caused by cleaning or repairs.

C.       Unless the parties agree otherwise, Tenant is responsible for obtaining
         a certificate of occupancy for the leased premises if required by a
         governmental body.

4. RENT AND EXPENSES:

A.       BASE MONTHLY RENT: On or before the first day of each month during this
         lease, Tenant will pay Landlord base monthly rent as described on
         attached Exhibit n/a or as follows:

               from     November 1, 2005  to November 31, 2005   $       0.00;
                        ----------------     -----------------   ---------------
               from     December 1, 2005  to December 31, 2005   $   6,650.00;
                        ----------------     -----------------   ---------------
               from     January 1, 2006   to December 31, 2006   $   7,600.00;
                        ----------------     -----------------   ---------------
               from     January 1, 2007   to December 31, 2010   $   8,075.00;
                        ----------------     -----------------   ---------------
               from                       to                   $
                        ----------------     -----------------   --------------.

B.       First Full Month's Rent: The first full base monthly rent is due on or
         before November 1, 2005

C.       Prorated Rent: If the Commencement Date is on a day other than the
         first day of a month, Tenant will pay Landlord as prorated rent, an
         amount equal to the base monthly rent multiplied by the following
         fraction: the number of days from the Commencement Date to the first
         day of the following month divided by the number of days in the month
         in which this lease commences. The prorated rent is due on or before
         the Commencement Date.

D.       Additional Rent: In addition to the base monthly rent and prorated
         rent, Tenant will pay Landlord all other amounts, as provided by the
         attached (CHECK ALL THAT APPLY.):

[x]      (1) Commercial Expense Reimbursement Addendum
|_|      (2) Commercial Percentage Rent Addendum
|_|      (3) Commercial Parking Addendum
|_|      (4)_____________________________________________

         All amounts payable under the applicable addenda are deemed to be
         "rent" for the purposes of this lease.

E.       Place of Payment: Tenant will remit all amounts due Landlord under this
         lease to the following person at the place stated or to such other
         person or place as Landlord may later designate in writing:

                  Name:    Armet Bethany Limited Partnership
                  Address: PO Box 121969
                           Fort Worth, TX
                           76121-1969


                                       3
<PAGE>

COMMERCIAL LEASE CONCERNING: 404 West Bethany Drive   Allen    TX       75013
                             --------------------------------------------------

F.       Method of Payment: Tenant must pay all rent timely without demand,
         deduction, or offset, except as permitted by law or this lease. If
         Tenant fails to timely pay any amounts due under this lease or if any
         check of Tenant is returned to Landlord by the institution on which it
         was drawn, Landlord after providing written notice to Tenant may
         require Tenant to pay subsequent amounts that become due under this
         lease in certified funds. This paragraph does not limit Landlord from
         seeking other remedies under this Lease for Tenant's failure to make
         timely payments with good funds.

G.       Late Charges: If Landlord does not actually receive a rent payment at
         the designated place of payment within 5 days after the date it is due,
         Tenant will pay Landlord a late charge equal to 5% of the amount due.
         In this paragraph, the mailbox is not the agent for receipt for
         Landlord. The late charge is a cost associated with the collection of
         rent and Landlord's acceptance of a late charge does not waive
         Landlord's right to exercise remedies under Paragraph 20.

H.       Returned Checks: Tenant will pay $25.00 (not to exceed $25) for each
         check Tenant tenders to Landlord which is returned by the institution
         on which it is drawn for any reason, plus any late charges until
         Landlord receives payment.

5.       SECURITY DEPOSIT:

A.       Upon execution of this lease, Tenant will pay $ 7,000.00 to Landlord as
         a security deposit.

B.       Landlord may apply the security deposit to any amounts owed by Tenant
         under this lease. If Landlord applies any part of the security deposit
         during any time this lease is in effect to amounts owed by Tenant,
         Tenant must, within 10 days after receipt of notice from Landlord,
         restore the security deposit to the amount stated.

C.       After Tenant surrenders the leased premises to Landlord and provides
         Landlord written notice of Tenant's forwarding address, Landlord will,
         not later than the time required by Section 93.005, Texas Property
         Code, refund the security deposit less any amounts applied toward
         amounts owed by Tenant or other charges authorized by this lease. The
         parties agree that Landlord acts in good faith if Landlord accounts for
         the security deposit within the time stated.

6.       TAXES: Unless otherwise agreed by the parties, Landlord will pay all
         real property ad valorem taxes assessed against the leased premises.

7.       UTILITIES:

         A.       The party designated below will pay for the following utility
                  charges to the leased premises and any connection charges for
                  the utilities. (Check all that apply.)

                                             N/A      LANDLORD          TENANT
         (1) WATER                           [ ]         [ ]              [ ]
         (2) SEWER                           [ ]         [ ]              [ ]
         (3) ELECTRIC                        [ ]         [ ]              [ ]
         (4) GAS                             [ ]         [ ]              [ ]
         (5) TELEPHONE                       [ ]         [ ]              [ ]
         (6) TRASH                           [ ]         [ ]              [ ]
         (7) CABLE                           [ ]         [ ]              [ ]
         (8) ______________                  [ ]         [ ]              [ ]
         (9) ALL OTHER UTILITIES             [ ]         [ ]              [ ]


                                       4
<PAGE>

B.       The party responsible for the charges under Paragraph 7A will pay the
         charges directly to the utility service provider. The responsible party
         may select the utility service provider except that if Tenant selects
         the provider any access or alterations to the Property or leased
         premises necessary for the utilities may be made only with Landlord's
         prior consent, which Landlord will not unreasonably withhold. If
         Landlord incurs any liability for utility or connection charges for
         which Tenant is responsible to pay and Landlord pays such amount,
         Tenant will immediately upon written notice from Landlord reimburse
         Landlord such amount.

C.       Notice: Tenant should determine if all necessary utilities are
         available to the leased premises and are adequate for Tenant's intended
         use.

D.       After-Hours HVAC Charges: "HVAC services" means the utility expenses to
         heat and cool the leased premises. (CHECK ONE BOX ONLY.)

[ ]      (1) Landlord is obligated to provide the HVAC services to the leased
         premises only during the Property's operating hours specified under
         Paragraph 9C.

[ ]      (2) Landlord will provide the HVAC services to the leased premises
         during the operating hours specified under Paragraph 9C for no
         additional charge and will, at Tenant's request, provide HVAC services
         to the leased premises during other hours for an additional charge of
         $_______ per hour. Tenant will pay Landlord the charges under this
         paragraph immediately upon receipt of Landlord's invoice. Hourly
         charges are charged on a half-hour basis. Any partial hour will be
         rounded up to the next half hour. Tenant will comply with Landlord's
         procedures to make a request to provide the additional HVAC services
         under this paragraph.

[X]      (3) Tenant will pay for the HVAC services under this lease.

8.       INSURANCE:

         A.       During all times this lease is in effect, Tenant must, at
                  Tenant's expense, maintain in full force and effect from an
                  insurer authorized to operate in Texas:

                  (1)      public liability insurance in an amount not less than
                           $1,000,000.00 on an occurrence basis naming Landlord
                           as an additional insured; and
                  (2)      personal property damage insurance for Tenant's
                           business operations and contents on the leased
                           premises in an amount sufficient to replace such
                           contents after a casualty loss.

         B.       Before the Commencement Date, Tenant must provide Landlord
                  with a copy of the insurance certificates evidencing the
                  required coverage. If the insurance coverage changes in any
                  manner or degree at any time this lease is in effect, Tenant
                  must, not later than 10 days after the change, provide
                  Landlord a copy of an insurance certificate evidencing the
                  change.

         C.       If Tenant fails to maintain the required insurance in full
                  force and effect at all times this lease is in effect,
                  Landlord may:

                  (1)      purchase insurance that will provide Landlord the
                           same coverage as the required insurance and Tenant
                           must immediately reimburse Landlord for such expense;
                           or

                  (2)      exercise Landlord's remedies under Paragraph 20.

         D.       Unless the parties agree otherwise, Landlord will, at
                  Landlord's expense, maintain in full force and effect
                  insurance for fire and extended coverage in an amount to cover
                  the reasonable replacement cost of the improvements of the
                  Property and public liability insurance in an amount that
                  Landlord determines reasonable and appropriate.


                                       5
<PAGE>

         E.       If there is an increase in Landlord's insurance premiums for
                  the leased premises or Property or its contents that is caused
                  by Tenant, Tenant's use of the leased premises, or any
                  improvements made by or for Tenant, Tenant will, for each year
                  this lease is in effect, pay Landlord the increase immediately
                  after Landlord notifies Tenant of the increase. Any charge to
                  Tenant under this Paragraph 8D will be equal to the actual
                  amount of the increase in Landlord's insurance premium.

9.       USE AND HOURS:

         A.       Tenant may use the leased premises for the following purpose
                  and no other: Office and Laboratory

         B.       Unless otherwise specified in this lease, Tenant will operate
                  and conduct its business in the leased premises during
                  business hours that are typical of the industry in which
                  Tenant represents it operates.

         C.       The Property maintains operating hours of (specify hours, days
                  of week, and if inclusive or exclusive of weekends and
                  holidays): N/A

10.      LEGAL COMPLIANCE:

         A.       Tenant may not use or permit any part of the leased premises
                  to be used for:
                  (1)      any activity which is a nuisance or is offensive,
                           noisy, or dangerous;
                  (2)      any activity that interferes with any other tenant's
                           normal business operations or Landlord's management
                           of the Property;
                  (3)      any activity that violates any applicable law,
                           regulation, zoning ordinance, restrictive covenant,
                           governmental order, owners' association rules,
                           tenants' association rules, Landlord's rules or
                           regulations, or this lease;
                  (4)      any hazardous activity that would require any
                           insurance premium on the Property or leased premises
                           to increase or that would void any such insurance;
                  (5)      any activity that violates any applicable federal,
                           state, or local law, including but not limited to
                           those laws related to air quality, water quality,
                           hazardous materials, wastewater, waste disposal, air
                           emissions, or other environmental matters;
                  (6)      the permanent or temporary storage of any hazardous
                           material; or
                  (7)

         B.       "Hazardous material" means any pollutant, toxic substance,
                  hazardous waste, hazardous material, hazardous substance,
                  solvent, or oil as defined by any federal, state, or local
                  environmental law, regulation, ordinance, or rule existing as
                  of the date of this lease or later enacted.

         C.       Landlord does not represent or warrant that the leased
                  premises or Property conform to applicable restrictions,
                  zoning ordinances, setback lines, parking requirements,
                  impervious ground cover ratio requirements, and other matters
                  that may relate to Tenant's intended use. Tenant must satisfy
                  itself that the leased premises may be used as Tenant intends
                  by independently investigating all matters related to the use
                  of the leased premises or Property. Tenant agrees that it is
                  not relying on any warranty or representation made by
                  Landlord, Landlord's agent, or any broker concerning the use
                  of the leased premises or Property.


                                       6
<PAGE>

11.      SIGNS:

         A.       Tenant may not post or paint any signs at, on, or about the
                  leased premises or Property without Landlord's written
                  consent. Landlord may remove any unauthorized sign, and Tenant
                  will promptly reimburse Landlord for its cost to remove any
                  unauthorized sign.

         B.       Any authorized sign must comply with all laws, restrictions,
                  zoning ordinances, and any governmental order relating to
                  signs on the leased premises or Property. Landlord may
                  temporarily remove any authorized sign to complete repairs or
                  alterations to the leased premises or the Property.

         C.       By providing written notice to Tenant before this lease ends,
                  Landlord may require Tenant, upon move-out and at Tenant's
                  expense, to remove, without damage to the Property or leased
                  premises, any or all signs that were placed on the Property or
                  leased premises by or at the request of Tenant. Any signs that
                  Landlord does not require Tenant to remove and that are
                  fixtures, become the property of the Landlord and must be
                  surrendered to Landlord at the time this lease ends.

12.      ACCESS BY LANDLORD:

         A.       During Tenant's normal business hours Landlord may enter the
                  leased premises for any reasonable purpose, including but not
                  limited to purposes for repairs, maintenance, alterations, and
                  showing the leased premises to prospective tenants or
                  purchasers. Landlord may access the leased premises after
                  Tenant's normal business hours if: (1) entry is made with
                  Tenant's permission; or (2) entry is necessary to complete
                  emergency repairs. Landlord will not unreasonably interfere
                  with Tenant's business operations when accessing the leased
                  premises.

         B.       During the last (60) days of this lease, Landlord may place a
                  "For Lease" or similarly worded sign in the leased premises.

13.      MOVE-IN CONDITION: Tenant has inspected the leased premises and accepts
         it in its present (as-is) condition unless expressly noted otherwise in
         this lease. Landlord and any agent have made no express or implied
         warranties as to the condition or permitted use of the leased premises
         or Property.

14.      MOVE-OUT CONDITION AND FORFEITURE OF TENANT'S PERSONAL PROPERTY:

         A.       At the time this lease ends, Tenant will surrender the leased
                  premises in the same condition as when received, except for
                  normal wear and tear. Tenant will leave the leased premises in
                  a clean condition free of all trash, debris, personal
                  property, hazardous materials, and environmental contaminants.

         B.       If Tenant leaves any personal property in the leased premises
                  after Tenant surrenders possession of the leased premises,
                  Landlord may: (1) require Tenant, at Tenant's expense, to
                  remove the personal property by providing written notice to
                  Tenant; or (2) retain such personal property as forfeited
                  property to Landlord.

         C.       "Surrender" means vacating the leased premises and returning
                  all keys and access devices to Landlord. "Normal wear and
                  tear' means deterioration that occurs without negligence,
                  carelessness, accident, or abuse.

         D.       By providing written notice to Tenant before this lease ends,
                  Landlord may require Tenant, upon move-out and at Tenant's
                  expense, to remove, without damage to the Property or leased
                  premises, any or all fixtures that were placed on the Property
                  or leased premises by or at the request of Tenant. Any
                  fixtures that Landlord does not require Tenant to remove
                  become the property of the Landlord and must be surrendered to
                  Landlord at the time this lease ends.


                                       7
<PAGE>


15.      MAINTENANCE AND REPAIRS:

         A.       CLEANING: Tenant must keep the leased premises clean and
                  sanitary and promptly dispose of all garbage in appropriate
                  receptacles. |_| Landlord [X] Tenant will provide, at its
                  expense, janitorial services to the leased premises that are
                  customary and ordinary for the Property type.

         B.       REPAIRS OF CONDITIONS CAUSED BY A PARTY: Each party must
                  promptly repair a condition in need of repair that is caused,
                  either intentionally or negligently, by that party or that
                  party's guests, patrons, invitees, contractors or permitted
                  subtenants.

         C.       REPAIR AND MAINTENANCE RESPONSIBILITY: Except as provided by
                  Paragraph 15B, the party designated below, at its expense, is
                  responsible to maintain and repair the following specified
                  items in the leased primises. The specified items must be
                  maintained in clean and good operable condition. If a
                  premises. governmental regulation or order requires a
                  modification to any of the specified items, the party
                  designated modification. The specified to maintain the item
                  must complete and pay the expense of the items include and
                  relate only to real property in the leased premises. Tenant is
                  responsible for the repair and maintenance of its personal
                  property. (Check all that apply.)

<TABLE>
<S>     <C>
                                                                                          N/A     Landlord        Tenant
                                                                                          ---     --------        ------
                  (1)      Foundation, exterior walls, roof, and other
                           structural components                                          [ ]        [X]             [ ]
                  (2)      Glass and windows                                              [ ]        [ ]             [X]
                  (3)      Fire protection equipment and fire sprinkler systems           [ ]        [ ]             [X]

                  (4)      Exterior & overhead doors, including closure devices,
                           molding, locks, and hardware                                   [ ]        [ ]             [X]
                  (5)      Grounds maintenance, including landscaping and ground
                           sprinklers                                                     [ ]        [X]             [ ]
                  (6)      Interior doors, including closure devices, frames,
                           molding, locks, and hardware                                   [ ]        [ ]             [X]
                  (7)      Parking areas and walks                                        [ ]        [X]             [ ]
                  (8)      Plumbing systems, drainage systems, electrical
                           systems, ballast and lamp replacement, and
                           mechanical systems, except those specifically
                           designated otherwise                                           [ ]        [ ]             [X]
                  (9)      Heating Ventilation and Air Conditioning (HVAC)
                           systems                                                        [ ]        [ ]             [X]
                  (10)     Signs and lighting:                                            [X]        [ ]             [ ]
                           (a)      Pylon                                                 [ ]        [ ]             [X]
                           (b)      Facia                                                 [X]        [ ]             [ ]
                           (c)      Monument                                              [ ]        [ ]             [ ]
                           (d)      Door/Suite                                            [ ]        [ ]             [X]
                  (11)     Extermination and pest control, excluding
                           wood-destroying insects                                        [ ]        [X]             [ ]
                  (12)     Storage yards and storage buildings                            [X]        [ ]             [ ]
                  (13)     Wood-destroying insect treatment and repairs                   [ ]        [X]             [ ]
                  (14)     Cranes and related systems                                     [X]        [ ]             [ ]
                  (15)                                                                    [X]        [ ]             [ ]
                  (16)                                                                    [X]        [ ]             [ ]
                  (17)     All other items and systems.                                   [ ]        [ ]             [ ]
</TABLE>

         D.       REPAIR PERSONS: Repairs must be completed by trained,
                  qualified, and insured repair persons.


                                        8
<PAGE>

         E.       HVAC SERVICE CONTRACT: If Tenant maintains the HVAC system
                  under Paragraph 15C(9), Tenant [X] is |_| is not required to
                  maintain, at its expense, a regularly scheduled maintenance
                  and service contract for the HVAC system. The maintenance and
                  service contract must be purchased from a HVAC maintenance
                  company that regularly provides such contracts to similar
                  properties. If Tenant fails to maintain a required HVAC
                  maintenance and service contract in effect at all times during
                  this lease, Landlord may do so and charge Tenant the expense
                  of such a maintenance and service contract or exercise
                  Landlord's remedies under Paragraph 20.

         F.       COMMON AREAS: Landlord will maintain any common areas in the
                  Property in a manner as Landlord determines to be in the best
                  interest of the Property. Landlord will maintain any elevator
                  and signs in the common area. Landlord may change the size,
                  dimension, and location of any common areas, provided that
                  such change does not materially impair Tenant's use and access
                  to the leased premises. Tenant has the non-exclusive license
                  to use the common areas in compliance with Landlord's rules
                  and restrictions. Tenant may not solicit any business in the
                  common areas or interfere with any other person's right to use
                  the common areas. This paragraph does not apply if Paragraph
                  2A(2) applies.

         G.       NOTICE OF REPAIRS: Tenant must promptly notify Landlord of any
                  item that is in need of repair and that is Landlord's
                  responsibility to repair. All requests for repairs to Landlord
                  must be in writing.

         H.       FAILURE TO REPAIR: Landlord must make a repair for which
                  Landlord is responsible within a reasonable period of time
                  after Tenant provides Landlord written notice of the needed
                  repair. If Tenant fails to repair or maintain an item for
                  which Tenant is responsible within 10 days after Landlord
                  provides Tenant written notice of the needed repair or
                  maintenance, Landlord may: (1) repair or maintain the item,
                  without liability for any damage or loss to Tenant, and Tenant
                  must immediately reimburse Landlord for the cost to repair or
                  maintain; or (2) exercise Landlord's remedies under Paragraph
                  20.

16.      ALTERATIONS:

         A.       Tenant may not alter, improve, or add to the Property or the
                  leased premises without Landlord's written consent. Landlord
                  will not unreasonably withhold consent for the Tenant to make
                  reasonable non-structural alterations, modifications, or
                  improvements to the leased premises.

         B.       Tenant may not alter any locks or any security devices on the
                  Property or the leased premises without Landlord's consent. If
                  Landlord authorizes the changing, addition, or rekeying of any
                  locks or other security devices, Tenant must immediately
                  deliver the new keys and access devices to Landlord.

         C.       If a governmental order requires alteration or modification to
                  the leased premises, the party obligated to maintain and
                  repair the item to be modified or altered as designated in
                  Paragraph 15 will, at its expense, modify or alter the item in
                  compliance with the order.

         D.       Any alterations, improvements, fixtures or additions to the
                  Property or leased premises installed by either party during
                  the term of this lease will become Landlord's property and
                  must be surrendered to Landlord at the time this lease ends,
                  except for those fixtures Landlord requires Tenant to remove
                  under Paragraph 11 or 14 or if the parties agree otherwise in
                  writing.

17.      LIENS: Tenant may not do anything that will cause the title of the
         Property or leased premises to be encumbered in any way. If Tenant
         causes a lien to be filed against the Property or leased premises,
         Tenant will within 20 days after receipt of Landlord's demand: (1) pay
         the lien and have the lien released of record; or (2) take action to
         discharge the lien. Tenant will provide Landlord a copy of any release
         Tenant obtains pursuant to this paragraph.


                                       9
<PAGE>

18.      LIABILITY: To the extent permitted by law, Landlord is not responsible
         to Tenant or Tenant's employees, patrons, guests, or invitees for any
         damages, injuries, or losses to person or property caused by:

         A.       An act, omission, or neglect of: Tenant, Tenant's agent:
                  Tenant's guest: Tenant's employees, Tenant's patrons; Tenant's
                  invitees; or any other Tenant on the Property;

         B.       Fire, flood, water leaks, ice, snow, hail, winds, explosion,
                  smoke, riot, strike, interruption of utilities, theft,
                  burglary, robbery, assault, vandalism, other persons,
                  environmental contaminants, or other occurrences or casualty
                  losses.

19.      INDEMNITY: Each party will indemnify and hold the other party harmless
         from any property damage, personal injury, suits, actions, liabilities,
         damages, cost of repairs or service to the leased premises or Property,
         or any other loss caused, negligently or otherwise, by that party or
         that party's employees, patrons, guests, or invitees.

20.      DEFAULT:

         A.       If Landlord fails to comply with this lease within 30 days
                  after Tenant notifies Landlord of Landlord's failure to
                  comply, Landlord will be in default and Tenant may seek any
                  remedy provided by law. If, however, Landlord's non-compliance
                  reasonably requires more than 30 days to cure, Landlord will
                  not be in default if the cure is commenced within the 30-day
                  period and is diligently pursued.

         B.       If Landlord does not actually receive at the place designated
                  for payment any rent due under this lease within 5 days after
                  it is due, Tenant will be in default. If Tenant fails to
                  comply with this lease for any other reason within 10 days
                  after Landlord notifies Tenant of its failure to comply,
                  Tenant will be in default.

         C.       If Tenant is in default, Landlord may: (i) terminate Tenant's
                  right to occupy the leased premises by providing Tenant with
                  at least 3 days written notice; and (ii) accelerate all rents
                  which are payable during the remainder of this lease or any
                  renewal period without notice or demand. Landlord will attempt
                  to mitigate any damage or loss caused by Tenant's breach by
                  using commercially reasonable means. If Tenant is in default,
                  Tenant will be liable for:

                  (1)      any lost rent;

                  (2)      Landlord's cost of reletting the leased premises,
                           including brokerage fees, advertising fees, and other
                           fees necessary to relet the leased premises;

                  (3)      repairs to the leased premises for use beyond normal
                           wear and tear;

                  (4)      all Landlord's costs associated with eviction of
                           Tenant, such as attorney's fees, court costs, and
                           prejudgment interest;

                  (5)      all Landlord's costs associated with collection of
                           rent such as collection fees, late charges, and
                           returned check charges;

                  (6)      cost of removing any of Tenant's equipment or
                           fixtures left on the leased premises or Property;

                  (7)      cost to remove any trash, debris, personal property,
                           hazardous materials, or environmental contaminants
                           left by Tenant or Tenant's employees, patrons,
                           guests, or invitees in the leased premises or
                           Property;

                  (9)      cost to replace any unreturned keys or access devices
                           to the leased premises, parking areas, or Property;

                  (10)     any other recovery to which Landlord may be entitled
                           under this lease or under law.

21.      ABANDONMENT, INTERRUPTION OF UTILTIES, REMOVAL OF PROPERTY, AND
         LOCKOUT: Chapter 93 of the Texas Property Code governs the rights and
         obligations of the parties with regard to: (a) abandonment of the
         leased premises; (b) interruption of utilities; (c) removal of Tenant's
         property; and (d) "lock-out" of Tenant.


                                       10
<PAGE>

22.      HOLDOVER: If Tenant fails to vacate the leased premises at the time
         this lease ends, Tenant will become a tenant-at-will and must vacate
         the leased premises immediately upon receipt of demand from Landlord.
         No holding over by Tenant, with or without the consent of Landlord,
         will extend this lease. Tenant will indemnify Landlord and any
         prospective tenants for any and all damages caused by the holdover.
         Rent for any holdover period will be 2 times the base monthly rent plus
         any additional rent calculated on a daily basis and will be immediately
         due and payable daily without notice or demand.

23.      LANDLORD'S LIEN AND SECURITY INTEREST: To secure Tenant's performance
         under this lease, Tenant grants to Landlord a lien and security
         interest against all of Tenant's nonexempt personal property that is in
         the leased premises or Property. This lease is a security agreement for
         the purposes of the Uniform Commercial Code. Landlord may file a copy
         of this lease as a financing statement.

24.      ASSIGNMENT AND SUBLETTING: Landlord may assign this lease to any
         subsequent owner of the Property. Tenant may not assign this lease or
         sublet any part of the leased premises without Landlord's written
         consent. An assignment of this lease or subletting of the leased
         premises without Landlord's written consent is voidable by Landlord. If
         Tenant assigns this lease or sublets any part of the leased premises,
         Tenant will remain liable for all of Tenant's obligations under this
         lease regardless if the assignment or sublease is made with or without
         the consent of Landlord.

25.      RELOCATION:

         [ ]      A. By providing Tenant with not less than 90 days advanced
                  written notice, Landlord may require Tenant to relocate to
                  another location in the Property, provided that the other
                  location is equal in size or larger than the leased premises
                  then occupied by Tenant and contains similar leasehold
                  improvements. Landlord will pay Tenant's reasonable
                  out-of-pocket moving expenses for moving to the other
                  location. "Moving expenses" means reasonable expenses payable
                  to professional movers, utility companies for connection and
                  disconnection fees, wiring companies for connecting and
                  disconnecting Tenant's office equipment required by the
                  relocation, and printing companies for reprinting Tenant's
                  stationary and business cards. A relocation of Tenant will not
                  change or affect any other provision of this lease that is
                  then in effect, including rent and reimbursement amounts,
                  except that the description of the suite or unit number will
                  automatically be amended.

         [X]      B. Landlord may not require Tenant to relocate to another
                  location in the Property without Tenant's prior consent.

26.      SUBORDINATION:

         A.       This lease and Tenant's leasehold interest are and will be
                  subject, subordinate, and inferior to:

                  (1)      any lien, encumbrance, or ground lease now or
                           hereafter placed on the leased premises or the
                           Property that Landlord authorizes;

                  (2)      all advances made under any such lien, encumbrance,
                           or ground lease;

                  (3)      the interest payable on any such lien or encumbrance;

                  (4)      any and all renewals and extensions of any such lien,
                           encumbrance, or ground lease;

                  (5)      any restrictive covenant affecting the leased
                           premises or the Property; and

                  (6)      the rights of any owners' association affecting the
                           leased premises or Property.

         B.       Tenant must, on demand, execute a subordination, attornment,
                  and non-disturbance agreement that Landlord may request that
                  Tenant execute, provided that such agreement is made on the
                  condition that this lease and Tenant's rights under this lease
                  are recognized by the lien-holder.


                                       11
<PAGE>

27.  ESTOPPEL CERTIFICATES: Within 10 days after receipt of a written execute
     and deliver to Landlord an estoppel certificate that identifies:

         A.       any breach of the lease,
         B.       the then current rent payment and rent schedule;
         C.       the date the next rent payment is due;
         D.       any advance rent payments;
         E.       the amount of the security deposit;
         F.       any claims for any offsets;
         G.       the then current term of the lease;
         H.       any renewal options;
         I.       Tenant's possession and acceptance of the leased premises and
                  improvements;
         J.       any ownership interest by Tenant; and
         K.       any other information reasonably requested in the certificate.

28.      CASUALTY LOSS:

         A.       Tenant must immediately notify Landlord of any casualty loss
                  in the leased premises. Within 20 days after receipt of
                  Tenant's notice of a casualty loss, Landlord will notify
                  Tenant if the leased premises are less than or more than 50%
                  unusable, on a per square foot basis, and if Landlord can
                  substantially restore the leased premises within 120 days
                  after Tenant notifies Landlord of the casualty loss.

         B.       If the leased premises are less than 50% unusable and Landlord
                  can substantially restore the leased premises within 120 days
                  after Tenant notifies Landlord of the casualty, Landlord will
                  restore the leased premises to substantially the same
                  condition as before the casualty. If Landlord fails to
                  substantially restore within the time required, Tenant may
                  terminate this lease.

         C.       If the leased premises are more than 50% unusable and Landlord
                  can substantially restore the leased premises within 120 days
                  after Tenant notifies Landlord of the casualty, Landlord may:
                  (1) terminate this lease; or (2) restore the leased premises
                  to substantially the same condition as before the casualty. If
                  Landlord chooses to restore and does not substantially restore
                  the leased premises within the time required, Tenant may
                  terminate this lease.

         D.       If Landlord notifies Tenant that Landlord cannot substantially
                  restore the leased premises within 120 days after Tenant
                  notifies Landlord of the casualty loss, Landlord may: (1)
                  choose not to restore and terminate this lease; or (2) choose
                  to restore, notify Tenant of the estimated time to restore,
                  and give Tenant the option to terminate this lease by
                  notifying Landlord within 10 days.

         E.       If this lease does not terminate because of a casualty loss,
                  rent will be reduced from the date Tenant notifies Landlord of
                  the casualty loss to the date the leased premises are
                  substantially restored by an amount proportionate to the
                  extent the leased premises are unusable.

29.      CONDEMNATION: If after a condemnation or purchase in lieu of
         condemnation the leased premises are totally unusable for the purposes
         stated in this lease, this lease will terminate. If after a
         condemnation or purchase in lieu of condemnation the leased premises or
         Property are partially unusable for the purposes of this lease, this
         lease will continue and rent will be reduced in an amount proportionate
         to the extent the leased premises are unusable. Any condemnation award
         or proceeds in lieu of condemnation are the property of Landlord and
         Tenant has no claim to such proceeds or award. Tenant may seek
         compensation from the condemning authority for its moving expenses and
         damages to Tenant's personal property.

30.      ATTORNEY'S FEES: Any person who is a prevailing party in any legal
         proceeding brought under or related to the transaction described in
         this lease is entitled to recover prejudgment interest, reasonable
         attorney's fees, and all other costs of litigation from the
         nonprevailing party.


                                       12
<PAGE>

31.      REPRESENTATIONS: Tenant's statements in this lease and any application
         for rental are material representations relied upon by Landlord. Each
         party signing this lease represents that he or she is of legal age to
         enter into a binding contract and is authorized to sign the lease. If
         Tenant makes any misrepresentation in this lease or in any application
         for rental, Tenant is in default. Landlord is not aware of any material
         defect on the Property that would affect the health and safety of an
         ordinary person or any environmental hazard on or affecting the
         Property that would affect the health or safety of an ordinary person,
         except: NONE

32.      BROKERS:

         A.  The brokers to this lease are:

             None                              Mark V Commercial, Inc.  #0322070
             --------------------------------  ---------------------------------
             Cooperating Broker   License No.  Prinicipal Broker     License No.
                                               1320 Village Creek Drive, Ste 200
                                               Plano, TX 75093
             --------------------------------  ---------------------------------
             Address                           Address
                                               972-250-2550         972-250-1015
             --------------------------------  ---------------------------------
             Phone                      Fax    Phone                      Fax

             --------------------------------  ---------------------------------
                                     E-mail     E-mail


Cooperating Broker represents Tenant.     Principal Broker: (Check only one box)
                                          [ ]      represents Landlord only.
                                          [ ]      represents Tenant only.
                                          [X]      is an intermediary between
                                                   Landlord and Tenant.


         B.       FEES:

         [X]      (1) Principal Broker's fee will be paid according to: (Check
                  only one box).

                  [X]      (a) a separate written commission agreement between
                           Principal Broker and:

                           [X]  Landlord     [ ] Tenant.

                  [ ]      (b) the attached Addendum for Broker's Fee.

         [ ]      (2) Cooperating Broker's fee will be paid according to: (Check
                  only one box).

                  [ ]      (a) a separate written commission agreement between
                           Cooperating Broker and:
                           [ ] Principal Broker [ ] Landlord [ ] Tenant.

                  [ ]      (b) the attached Addendum for Broker's Fee.

33.      ADDENDA: Incorporated into this lease are the addenda, exhibits and
         other information marked in the Addenda and Exhibit section of the
         Table of Contents. If Landlord's Rules and Regulations are made part of
         this lease, Tenant agrees to comply with the Rules and Regulations as
         Landlord may, at its discretion, amend from time to time.


                                       13
<PAGE>

34.      NOTICES: All notices under this lease must be in writing and are
         effective when hand-delivered, sent by mail, or sent by facsimile
         transmission to:

              Tenant at the leased premises,

              and a copy to:                Airgate Technologies, Inc.
                                Address:    404 Bethany Drive - Allen, TX 75013
                                Phone:                         Fax:

              Landlord at:                  Armet Bethany Limited Partnership
                                Address:    PO Box 121969 - Fort Worth, TX 76121
                                            email: jill@havener.com
                                Phone:      817-560-1717       Fax: 817-560-1577
              and a copy to:
                                Address:
                                Phone:                         Fax:

35.      SPECIAL PROVISIONS:












36.      AGREEMENT OF PARTIES:

         A.       ENTIRE AGREEMENT: This lease contains the entire agreement
                  between Landlord and Tenant and may not be changed except by
                  written agreement.

         B.       BINDING EFFECT: This lease is binding upon and inures to the
                  benefit of the parties and their respective heirs, executors,
                  administrators, successors, and permitted assigns.

         C.       JOINT AND SEVERAL: All Tenants are jointly and severally
                  liable for all provisions of this lease. Any act or notice to,
                  or refund to, or signature of, any one or more of the Tenants
                  regarding any term of this lease, its renewal, or its
                  termination is binding on all Tenants.

         D.       CONTROLLING LAW: The laws of the State of Texas govern the
                  interpretation, performance, and enforcement of this lease.


                                       14
<PAGE>

         E.       SEVERABLE CLAUSES: If any clause in this lease is found
                  invalid or unenforceable by a court of law, the remainder of
                  this lease will not be affected and all other provisions of
                  this lease will remain valid and enforceable.

         F.       WAIVER: Landlord's delay, waiver, or non-enforcement of
                  acceleration, contractual or statutory lien, rental due date,
                  or any other right will not be deemed a waiver of any other or
                  subsequent breach by Tenant or any other term in this lease.

         G.       QUIET ENIOYMENT: Provided that Tenant is not in default of
                  this lease, Landlord covenants that Tenant will enjoy
                  possession and use of the leased premises free from material
                  interference.

         H.       FORCE MAJEURE: If Landlord's performance of a term in this
                  lease is delayed by strike, lock-out, shortage of material,
                  governmental restriction, riot, flood, or any cause outside
                  Landlord's control, the time for Landlord's performance will
                  be abated until after the delay.

         I.       TIME: Time is of the essence. The parties require strict
                  compliance with the times for performance.

Brokers are not qualified to render legal advice, property inspections, surveys,
engineering studies, environmental assessments, tax advice, or compliance
inspections. The parties should seek experts to render such services. READ THIS
LEASE CAREFULLY. If you do not understand the effect of this lease, consult your
attorney BEFORE signing.


Airgate Technologies, Inc.                     Armet Bethany Limited Partnership

----------------------------------             ---------------------------------
TENANT                                         LANDLORD

/s/ Michael L. Sheriff                         /s/ Gary W. Havener
----------------------------------             ---------------------------------
BY                                             DATE
Michael L. Sheriff                             Gary W. Havener
----------------------------------             ---------------------------------
PRINTED NAME                                   PRINTED NAME
                                               President of Armet Corp,
                                               its General Partner
----------------------------------             ---------------------------------
TITLE                                          TITLE

----------------------------------             ---------------------------------
TENANT                                         LANDLORD

----------------------------------             ---------------------------------
BY                                             DATE

----------------------------------             ---------------------------------
PRINTED NAME                                   PRINTED NAME

----------------------------------             ---------------------------------
TITLE                                          TITLE


                                       15

<PAGE>


                         TEXAS ASSOCIATION OF REALTORS(R)

                 COMMERCIAL LEASE EXPENSE REIMBURSEMENT ADDENDUM

   USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
                         REALTORS(R) IS NOT AUTHORIZED.
                 (C)TEXAS ASSOCIATION OF REALTORS(R), INC. 2002
--------------------------------------------------------------------------------

   ADDENDUM TO THE COMMERCIAL LEASE BETWEEN THE UNDERSIGNED PARTIES CONCERNING
          THE LEASED PREMISES AT 404 West Bethany Drive Allen TX 75013

In addition to rent stated in the lease, Tenant will pay Landlord the additional
rent described in this addendum. Tenant will pay the additional rent each month
at the time the base-monthly rent in the lease is due.

A.   Method: The additional rent will be calculated under the following method:

[X]  (1)  Base-year expenses: Each month Tenant will pay Tenant's pro rata share
          of the projected monthly expenses for the Property that exceed the
          amount of the monthly base-year expenses for:
     |_|  (a) operating expenses.
     [X]  (b) the following expenses: [X] taxes, [X] insurance, |_| CAM, |_|
          roof and structural.

|_|  (2)  Expense-stop: Each month Tenant will pay Tenant's pro rata share of
          the projected monthly expenses for the Property that exceed
          $__________ per square foot per year for:
     |_|  (a) operating expenses.
     |_|  (b) the following expenses: |_| taxes, |_| insurance, |_| CAM, |_|
          roof and structural.

[X]  (3)  Net: Each month Tenant will pay Tenant's pro rata share of the
          projected monthly expenses for the Property for:
     |_|  (a) operating expenses (NOTE THAT TAXES, INSURANCE, AND CAM ARE
          INCLUDED IN OPERATING EXPENSES);
     |_|  (b) taxes;
     |_|  (c) insurance;
     [X]  (d) CAM;
     |_|  (e) roof and structural;
     |_|  (f) _________________________________________________________________.

|_|  (4)  Fixed Reimbursements: Each month Tenant will pay the stated amounts
          for the Property for:
     |_|  (a) operating expenses:                        $___________ per month;
          (NOTE THAT TAXES, INSURANCE, AND CAM ARE
          INCLUDED IN OPERATING EXPENSES);
     |_|  (b) taxes:                                     $___________ per month;
     |_|  (c) insurance:                                 $___________ per month;
     |_|  (d) CAM:                                       $___________ per month;
     |_|  (d) roof and structural:                       $___________ per month;
     |_|  (e)________________________________________:   $___________ per month;

B.   Definitions:
     (1)  "Tenant's Pro Rata Share" IS 20.110%.
     (2)  "Base-Year Expenses" means the expenses checked under A(1) incurred by
          Landlord for the calendar year 2005. "Monthly base-year expenses"
          means base-year expenses divided by 12.
     (3)  "Roof and Structural Expenses" means the cost to maintain, repair, and
          replace the Property's structural and common area components including
          the Property's foundation, load-bearing walls, roof and roof
          components (for example, roof covering, deck, flashing, and
          skylights), and parking lot.



<PAGE>

     (4)  "Operating Expenses" means all of Landlord's expenses reasonably
          incurred to maintain, repair, operate, secure, insure and own the
          Property. Operating expenses do not include capital expenditures,
          interest, depreciation, tenant improvements, and brokers' fees. The
          following expenses are included in operating expenses, but operating
          expenses are not limited to the following:
          (i)  "CAM" means common area maintenance expenses which are the cost
               to own, operate, repair, and maintain the common areas that are
               part of the Property and are available for the common use of all
               tenants (for example, security, lighting, painting, cleaning,
               decorations, utilities, trash removal, pest control, promotional
               expenses, and other expenses reasonably related to the common
               areas);
          (ii) "Insurance" means Landlord's costs to insure the leased premises
               and Property including but not limited to insurance for casualty
               loss, general liability, and reasonable rent loss; and
          (iii) "Taxes" means the real property ad valorem taxes assessed
               against the leased premises and Property inclusive of all general
               and special assessments and surcharges.

C.   PROJECTED MONTHLY EXPENSES: This paragraph does not apply if Paragraph A(4)
     applies. On or about December 31 of each calendar year Landlord will
     project the applicable monthly expenses (those that Tenant is to pay under
     this addendum) for the following calendar year and will notify Tenant of
     the projected expenses. The projected expenses are based on Landlord's
     estimates of such expenses. The actual expenses may vary.

     NOTICE: If Paragraph A(1), A(2), or A(3) applies: (i) the applicable
     calendar year in which the above-referenced lease commences is
     $___________________ per square foot; and (ii) the total rentable area of
     the Property presently used by reimbursements is _________________ square
     feet.

D.   RECONCILIATION: This paragraph does not apply if Paragraph A(4) applies.
     Within a reasonable time after the end of each calendar year, Landlord will
     notify Tenant of the actual costs of the applicable expenses (those that
     Tenant is to pay under this addendum) for the previous year. If the actual
     costs of the applicable expenses exceed the amounts paid or owed by Tenant
     for the previous year, Tenant must pay the deficient amount to Landlord
     within days after Landlord notifies Tenant of the deficient amount. If the
     actual costs of the applicable expenses are less than the amounts paid by
     Tenant for the previous year, Landlord will refund the excess to Tenant or
     will credit the excess to Tenant's next rent payment. Tenant may audit or
     examine those items in Landlord's records that relate to Tenant's
     obligations under this addendum. Landlord will promptly refund to Tenant
     any overpayment revealed by an audit or examination. If the audit or
     examination reveals an error of more than 5% over the amounts Landlord
     collected in a calendar year from Tenant under this addendum, Landlord will
     pay the reasonable cost of the audit or examination. Landlord may not seek
     a deficiency from Tenant under this paragraph if Landlord fails to timely
     provide the required notice.

E.   Special Provisions:


  Armet Bethany Limited Partnership                Airgate Technologies

-------------------------------------        -----------------------------------
Landlord                                     Tenant
By: /s/ Gary W. Havener       11-4-05        By /s/ Michael L. Sheriff   11-4-05
-------------------------------------        -----------------------------------
                              Date                                       Date


Landlord                                     Tenant
By:                                          By
-------------------------------------        -----------------------------------
                              Date                                       Date