EX-4.2






THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE, STATE SECURITIES LAWS.
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE
OR SUCH SHARES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE X-CHANGE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.



Corporation: The X-Change Corporation


Holder: [Insert name of Holder]


Principal: [Insert principal amount of Note]


Interest Rate: 8% per annum


Date of Issuance: December 4, 2007


Maturity Date: December 4, 2012



SENIOR SECURED CONVERTIBLE TERM NOTE—TRANCHE A




This Senior Secured Convertible Term Note—Tranche A (this “Note”) is issued in connection with
the transactions described in that certain Securities Purchase Agreement by and among The X-Change
Corporation, a Nevada corporation (the “Corporation”), and (the “Holder”), among others, dated
December 4, 2007 (the “Purchase Agreement”). This Note is one of the notes referred to as the
“Tranche A Notes” in the Purchase Agreement. All capitalized terms used but not defined herein
shall have the meaning ascribed to each such term in the Purchase Agreement.



The authorization, sale, issuance and delivery of the Note have been approved by all requisite
corporate action of the Corporation. The sale of the Note and the subsequent conversion of the Note
into shares of Common Stock are not and will not be subject to any preemptive rights or rights of
first refusal that have not been properly waived or complied with at or prior to Closing of the
Purchase Agreement.



The following is a statement of the rights of the Holder of this Note and the conditions to
which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:




	 	1.	 	Principal and Interest.





a. For value received, the Corporation hereby promises to pay to the order of the Holder in
lawful money of the United States at the address of the Holder as set forth in Section 10
below, the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant
to redemption, conversion or otherwise, the “Principal”), together with interest on the remaining
unpaid Principal balance, computed from the date hereof until maturity at the rate set out above as
the Interest Rate (as adjusted pursuant to the terms hereof, the “Interest Rate”);
provided, however, that in the event such interest rate should ever exceed the
maximum interest rate permissible under applicable Texas or federal Law, then the Interest Rate on
this Note shall be adjusted to the maximum interest rate then permitted by such Laws. Interest
shall accrue on the unpaid Principal of this Note (including, once capitalized as provided below,
payments of interest made by increasing the outstanding Principal of this Note) at the Interest
Rate quarterly in arrears on March 31, June 30, September 30 and December 31 in each year (each
such date, an “Interest Payment Date”), commencing on the date set out above as the Date of
Issuance (the “Date of Issuance”). Interest payable hereunder shall accrue daily and be computed
based on a 360-day year for the number of days elapsed during the relevant interest period. Except
as otherwise provided in Section 3 below, all accrued and unpaid interest as of any
Interest Payment Date that is not paid in cash to the Purchasers on such Interest Payment Date
shall automatically (and without further action by the Corporation or the Purchasers) be added to
the outstanding principal amount of this Note, and thereafter all calculations of interest payable
under this Note shall include such increased amount. The Corporation’s election to accrue interest
and allow such to be added to the outstanding principal amount of this Note shall not constitute an
Event of Default as set forth on Section 4(a)(i). From and after the occurrence of an Event of
Default, the Interest Rate shall be increased to 10.00%. In the event that such Event of Default
is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be
effective as of the date of such cure; provided that the interest as calculated at such increased
rate during the continuance of such Event of Default shall continue to apply to the extent relating
to the days after the occurrence of such Event of Default through and including the date of cure of
such Event of Default. Principal and any accrued but unpaid interest on this Note shall be due and
payable on the date set out above as the Maturity Date or such earlier date as this Note is
required to be repaid as provided hereunder (the “Maturity Date”), unless the Note is earlier
converted into Common Stock by the Purchaser or the Corporation pursuant to the terms hereof.



b. Upon payment in full of all Principal and interest payable hereunder, this Note shall be
surrendered to the Corporation for cancellation.



2. Security; Seniority; Indebtedness; Liens; Payments.



a. Security. This Note shall be secured by all of the assets of the Corporation’s
wholly-owned subsidiary, AirGATE Technologies, Inc., a Texas corporation (“AirGATE”), whether such
assets are now or hereafter existing, in accordance with the terms of that certain Security
Agreement dated as of even date herewith among the Corporation, AirGATE and the holders of the
Notes (as defined in the Purchase Agreement).



b. Seniority. The obligations, rights and preferences under this Note, including
payments of Principal and interest and other payment under this Note, (i) shall be pari passu with
(x) the other Tranche A Notes and Tranche B Notes (as defined in the Purchase Agreement) and (y)
the obligations of the Corporation to Melissa 364 CR, Ltd. under the terms of that certain
Promissory Note, dated August 15, 2006, between the Corporation and Melissa 364 CR, Ltd. (the
“Melissa Note”) and (ii) shall rank senior to all other Indebtedness incurred by the Corporation or
any of its Subsidiaries, including AirGATE.



c. Incurrence of Indebtedness. So long as this Note is outstanding, the Corporation
shall not, and the Corporation shall not permit any Subsidiary to, directly or indirectly, issue,
incur, guarantee, assume or suffer to exist any Indebtedness or Disqualified Stock other than the
Melissa Note and Permitted Subordinated Indebtedness.



d. Existence of Liens. The Corporation shall not, and the Corporation shall not
permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any mortgage,
lien, pledge, charge, security interest or other encumbrance upon or in any property or assets
(including accounts and contract rights) owned by the Corporation or any of its Subsidiaries other
than (i) the existing pledge of the common stock of AirGATE to secure the Melissa Note and (ii)
Permitted Liens (as defined in the Purchase Agreement).



e. Restricted Payments. The Corporation shall not, and the Corporation shall not
permit any of its Subsidiaries to, directly or indirectly, pay any dividend or distribution in
respect of capital stock or redeem, defease, repurchase, repay or otherwise acquire (whether by way
of open market purchases, tender offers, private transactions or otherwise) any capital stock or
Permitted Subordinated Indebtedness (including the establishment of any sinking fund therefor).




	 	3.	 	Conversion.





a. Conversion Procedure.




i. The Holder may, at any time after the Date of Issuance and at the option of the
Holder, convert all or any portion of the Principal and all accrued interest on this Note
into fully paid and nonassessable shares of Common Stock in accordance with this Section
3 and at a price per share of Common Stock equal to the Conversion Price then in effect.
The Corporation covenants that it will reserve and keep available out of its authorized and
unissued Common Stock for the sole purpose of issuance upon conversion of this Note and
payment of interest on this Note, each as provided herein.




ii. Each conversion of this Note shall be deemed to have been effected as of the close
of business on the date on which this Note, together with proper Notice of Conversion in the
form of Exhibit A attached hereto, has been delivered to the Corporation. At the
time such conversion has been effected, the person or persons in whose name or names any
certificate or certificates for shares of Common Stock are to be issued upon such conversion
shall be deemed to have become the holder or holders of record of the shares of Common Stock
represented by such certificate or certificates.




iii. As soon as possible after a conversion has been effected (but in any event within
five (5) Business Days), the Corporation shall deliver to the converting Holder:




A. a certificate or certificates representing the number of shares of Common
Stock issuable by reason of such conversion in such name or names and such
denomination or denominations as the converting Holder has specified;




B. if applicable, a new note in the face amount of principal and interest
representing that portion of the Note and accrued but unpaid interest thereon not
converted; and




C. cash in lieu of any fractional share as provided for herein.




iv. The issuance of certificates for shares of Common Stock upon conversion of the Note
shall be made without charge to the Holder for any issuance tax in respect of such issuance
(including documentary, stamp or similar tax) or other cost incurred by the Corporation in
connection with such conversion and the related issuance of shares of Common Stock, other
than any transfer taxes resulting from the transfer of converted shares to a person or
persons other than the converting Holder. Upon conversion of the Note, the Corporation shall
take all such actions as are necessary in order to insure that the Common Stock issuable
with respect to such conversion shall be validly issued, fully paid, and nonassessable.



b. Conversion Price.




i. The Conversion Price shall be $0.20 per share of Common Stock, subject to adjustment
from time to time in accordance with this Section 3 (the “Conversion Price”).




ii. If and whenever, on or after the Date of Issuance, the Corporation issues or sells,
or is deemed to have issued or sold, any shares of its Common Stock for consideration per
share less than the Conversion Price in effect immediately prior to the time of such
issuance or sale (an “Additional Stock Issuance”), then immediately upon such Additional
Stock Issuance, the Conversion Price shall (except as otherwise provided in this Section
3) be reduced to a price (calculated to the nearest 1/10th cent) equal to the product
obtained by multiplying the Conversion Price in effect immediately prior to such Additional
Stock Issuance by a fraction, the numerator of which is equal to the sum of (a) the total
number of shares of Common Stock outstanding (including any shares of Common Stock deemed to
be issued pursuant to Section 3(c)(i) or Section 3(c)(ii) hereof)
immediately prior to such Additional Stock Issuance plus (b) the number of shares of Common
Stock that the aggregate consideration received by the Corporation for such Additional Stock
Issuance would purchase at the Conversion Price in effect immediately prior to such
Additional Stock Issuance, and the denominator of which is equal to the sum of (a) the total
number of shares of Common Stock outstanding (including any shares of Common Stock deemed to
be issued pursuant to Section 3(c)(i) or Section 3(c)(ii) hereof)
immediately prior to such Additional Stock Issuance plus (b) the number of shares of Common
Stock issued in such Additional Stock Issuance.




iii. Notwithstanding the foregoing, the Corporation shall not be required to make any
adjustment to the Conversion Price as a result of an Additional Stock Issuance when such
issuance is (a) in a transaction described in Section 3(d) and for which an
adjustment has been made pursuant to Section 3(d); (b) any conversion of the Note;
(c) as a distribution on the Note; (d) pursuant to any stock option plan or other incentive
plan of the Corporation; (e) upon conversion or exercise of any Options or Convertible
Securities outstanding as of the date hereof; or (f) made pursuant to the exercise of any of
the Warrants.



c. Effect on Conversion Price of Certain Events. For purposes of determining the
adjusted Conversion Price under this Section 3, the following shall be applicable:




i. If the Corporation in any manner issues or grants any options, warrants, or similar
rights (“Options”) to purchase or acquire Common Stock or other equity securities
convertible or exchangeable, with or without consideration, into or for Common Stock
(“Convertible Securities”), and the price per share for which Common Stock is issuable upon
the exercise of such Options or upon conversion or exchange of such Convertible Securities
is less than the Conversion Price in effect immediately prior to the time of the granting of
such Options, then the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options shall be deemed to be
outstanding and to have been issued and sold by the Corporation for such price per share.
For purposes of this Section, the “price per share for which Common Stock is issuable” shall
be determined by dividing (a) the total amount, if any, received or receivable by the
Corporation as consideration for the granting of such Options, plus the minimum aggregate
amount of additional consideration payable to the Corporation upon exercise of all such
Options, plus, in the case of such Options which relate to Convertible Securities, the
minimum aggregate amount of additional consideration, if any, payable to the Corporation
upon the issuance or sale of such Convertible Securities and the conversion or exchange of
such Convertible Securities, by (b) the total maximum number of shares of Common Stock
issuable upon the exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options. No further adjustment of
the Conversion Price shall be made when Convertible Securities are actually issued upon the
exercise of such Options or when Common Stock is actually issued upon the exercise of such
Options or the conversion or exchange of such Convertible Securities.




ii. If the Corporation in any manner issues or sells any Convertible Securities and the
price per share for which Common Stock is issuable upon such conversion or exchange is less
than the Conversion Price in effect immediately prior to the time of such issue or sale,
then the maximum number of shares of Common Stock issuable upon conversion or exchange of
such Convertible Securities shall be deemed to be outstanding and to have been issued and
sold by the Corporation for such price per share. For the purposes of this Section, the
“price per share for which Common Stock is issuable” shall be determined by dividing (a) the
total amount received or receivable by the Corporation as consideration for the issue or
sale of such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or exchange of such
Convertible Securities, by (b) the total maximum number of shares of Common Stock issuable
upon the conversion or exchange of all such Convertible Securities. No further adjustment of
the Conversion Price shall be made when Common Stock is actually issued upon the conversion
or exchange of such Convertible Securities, and if any such issue or sale of such
Convertible Securities is made upon exercise of any Options for which adjustments of the
Conversion Price had been or are to be made pursuant to other provisions of this Section
3, no further adjustment of the Conversion Price shall be made by reason of such issue
or sale.




iii. If the purchase price provided for in any Options or the additional consideration,
if any, payable upon the conversion or exchange of any Convertible Securities or the rate at
which any Convertible Securities are convertible into or exchangeable for Common Stock
changes at any time, the Conversion Price in effect at the time of such change shall be
readjusted to the Conversion Price that would have been in effect at such time had such
Options or Convertible Securities still outstanding provided for such changed purchase
price, additional consideration, or changed conversion rate, as the case may be, at the time
initially granted, issued, or sold. Notwithstanding the foregoing, no readjustment pursuant
to this Section 3(c)(iii) shall have the effect of increasing the Conversion Price
to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior
to the original adjustment made as a result of the issuance of such Option or Convertible
Security, or (ii) the Conversion Price that would have resulted from any Additional Stock
Issuances (other than deemed Additional Stock Issuances as a result of the issuance of such
Option or Convertible Security) between the original adjustment date and such readjustment
date.




iv. Upon the expiration of any Option or the termination of any right to convert or
exchange any Convertible Security which resulted in an adjustment to the Conversion Price,
the Conversion Price then in effect under this Note shall be adjusted to the Conversion
Price that would have been in effect at the time of such expiration or termination had such
Option or Convertible Security, to the extent outstanding immediately prior to such
expiration or termination, never been issued.




v. If any Common Stock, Option, or Convertible Security is issued or sold or deemed to
have been issued or sold for cash, the consideration received for such Common Stock, Option,
or Convertible Security shall be deemed to be the amount received by the Corporation for
such Common Stock, Option, or Convertible Security. In case any Common Stock, Options, or
Convertible Securities are issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Corporation shall be the fair value of
such consideration, except where such consideration consists of securities, in which case
the amount of consideration received by the Corporation will be the Closing Sale Price, or
in the absence of a Closing Sale Price, the Closing Bid Price of such securities as of the
date of receipt. If any Common Stock, Option, or Convertible Security is issued in
connection with any merger in which the Corporation is the surviving corporation, the amount
of consideration for such Common Stock, Option, or Convertible Security shall be deemed to
be the fair market value of such portion of the net assets and business of the non-surviving
entity as is attributable to such Common Stock, Options, or Convertible Securities, as the
case may be. The fair market value of any consideration other than cash will be determined
jointly by the Corporation and the Required Holders. If such parties are unable to reach
agreement within ten (10) days after the occurrence of an event requiring valuation (the
“Valuation Event”), the fair market value of such consideration will be determined within
five (5) Business Days after the tenth (10th) day following the Valuation Event by an
independent, reputable appraiser jointly selected by the Corporation and the Required
Holders. The determination of such appraiser shall be deemed binding upon all parties absent
manifest error and the fees and expenses of such appraiser shall be borne by the
Corporation.




vi. In case any Option is issued in connection with the issue or sale of other
securities of the Corporation, together comprising one integrated transaction in which no
specific consideration is allocated to such Option by the parties to such transaction, the
Option shall be deemed to have been issued for a consideration of $0.001.




vii. The number of shares of Common Stock outstanding at any given time does not
include shares owned or held by or for the account of the Corporation or any Subsidiary of
the Corporation, and the disposition of any shares so owned or held shall be considered an
issue or sale of Common Stock.




viii. No adjustment in the Conversion Price for the Note need be made if such
adjustment would result in a change in the Conversion Price of less than $0.001. Any
adjustment of less than $0.001 that is not made shall be carried forward and shall be made
at the time of and together with any subsequent adjustment that, on a cumulative basis,
amounts to an adjustment of $0.001 or more in the Conversion Price.




ix. If the Corporation takes a record of the holders of Common Stock for the purpose of
entitling them (a) to receive a dividend or other distribution payable in Common Stock,
Options, or Convertible Securities or (b) to subscribe for or purchase Common Stock,
Options, or Convertible Securities, then such record date shall be deemed to be the date of
the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other distribution or the date of
the granting of such right of subscription or purchase, as the case may be; provided that
if, after the occurrence of the record date, the Corporation increases or reduces the number
of shares of Common Stock issued or deemed issued or fails to consummate the actual or
deemed issuance that was the subject of the record date, the Conversion Price will
thereafter be readjusted up or down to reflect the actual number of shares of Common Stock
issued or deemed issued in connection with such record date.



d. Subdivision or Combination of Common Stock. If the Corporation at any time
subdivides (by any stock split, stock dividend, recapitalization, or otherwise) its outstanding
shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately
prior to such subdivision shall be proportionately reduced, and if the Corporation at any time
combines (by reverse stock split or otherwise) its outstanding shares of Common Stock into a
smaller number of shares, the Conversion Price in effect immediately prior to such combination
shall be proportionately increased.



e. Other Corporate Events. If at any time or from time to time there shall be a
capital reorganization of the Common Stock (other than a subdivision or combination of shares
provided for elsewhere in this Agreement) or a spin-off, merger or consolidation of the Corporation
with or into another corporation where the Corporation is not the surviving corporation, or the
sale, lease, or transfer of all or substantially all of the Corporation’s properties and assets to
any other person (collectively, a “Corporate Event”), then, as a part of such Corporate
Event, provision shall be made so that the Holder of the Note shall, after such Corporate Event, be
entitled to receive upon conversion of the Note, the number of shares of stock or other securities
or property of the Corporation (including cash), or of the successor corporation resulting from
such Corporate Event, to which a holder of Common Stock deliverable upon conversion would have been
entitled on such Corporate Event. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 3 with respect to the rights of the Holder,
or any later Holder, of the Note after the Corporate Event to the effect that the provisions of
this Section 3 (including adjustment of the Conversion Price and the number of shares
purchasable upon conversion of Note) shall be applicable after that event as nearly equivalent as
may be practicable.



f. Rights Upon Change of Control.




i. Change of Control. Each of the following events shall constitute a “Change
of Control”:




A. the consolidation, merger or other business combination (including, without
limitation, a reorganization or recapitalization) of the Corporation with or into
another Person (other than (1) a consolidation, merger or other business combination
(including, without limitation, reorganization or recapitalization) in which holders
of the Corporation’s voting power immediately prior to the transaction continue
after the transaction to hold, directly or indirectly, the voting power of the
surviving entity or entities necessary to elect a majority of the members of the
board of directors (or their equivalent if other than a corporation) of such entity
or entities, or (2) pursuant to a migratory merger effected solely for the purpose
of changing the jurisdiction of incorporation of the Corporation);




B. the sale or transfer of all or substantially all of the Corporation’s
assets; or




C. a purchase, tender or exchange offer made to and accepted by the holders of
more than the 50% of the outstanding shares of Common Stock.




ii. No sooner than fifteen (15) days nor later than ten (10) days prior to the
consummation of a Change of Control, but not prior to the public announcement of such Change
of Control, the Corporation shall deliver written notice thereof via facsimile and overnight
courier to the Holder (a “Change of Control Notice”).




iii. Assumption. Prior to the consummation of any Change of Control, the
Corporation will secure from any Person purchasing the Corporation’s assets or Common Stock
or any successor resulting from such Change of Control (in each case, an “Acquiring Entity”)
a written agreement (in form and substance satisfactory to the Required Holders) to deliver
to each Holder of the Tranche A Notes and/or Tranche B Notes in exchange for such Tranche A
Notes and/or Tranche B Notes, a security of the Acquiring Entity evidenced by a written
instrument substantially similar in form and substance to the Tranche A Notes and Tranche B
Notes, including, without limitation, having a principal amount and interest rate equal to
the principal amounts and the interest rates of the Tranche A Notes and Tranche B Notes held
by such Holder, and satisfactory to the Required Holders. In the event that an Acquiring
Entity is directly or indirectly controlled by a company or entity whose common stock or
similar equity interest is listed, designated or quoted on a securities exchange or trading
market, the Required Holders may elect to treat such Person as the Acquiring Entity for
purposes of this Section 3(f).




iv. Holder Redemption Right. At any time during the period beginning after the
Holder’s receipt of a Change of Control Notice and ending on the date of the consummation of
such Change of Control (or, in the event a Change of Control Notice is not delivered at
least ten (10) days prior to a Change of Control, at any time on or after the date which is
ten (10) days prior to a Change of Control and ending ten (10) days after the consummation
of such Change of Control), the Holder may require the Corporation to redeem all or any
portion of this Note by delivering written notice thereof (“Change of Control Redemption
Notice”) to the Corporation, which Change of Control Redemption Notice shall indicate the
Conversion Amount the Holder is electing to require the Corporation to redeem. The portion
of this Note subject to redemption pursuant to this Section 3(f)(iv) shall be
redeemed by the Corporation at a price equal to 120% of the greater of (i) the product of
(x) the Conversion Amount being redeemed and (y) the quotient determined by dividing (A) the
Closing Sale Price of the Common Stock, or in the absence of a Closing Sale Price, the
Closing Bid Price, on the Trading Day immediately preceding consummation of such Change of
Control by (B) the Conversion Price and (ii) the Conversion Amount being redeemed (the
“Change of Control Redemption Price”). Redemptions required by this Section
3(f)(iv) shall be made in accordance with the provisions of Section 6 and, to
the extent permitted by applicable Law, shall have priority to payments by the Corporation
or the Acquiring Entity, as applicable, to the shareholders of the Corporation in connection
with a Change of Control. Notwithstanding anything to the contrary in this Section
3, until the Change of Control Redemption Price is paid in full, the Conversion Amount
submitted for redemption under this Section 3(f)(iv) may be converted, in whole or
in part, by the Holder into Common Stock pursuant to Section 3.



g. Other Events. If any event occurs of the type contemplated by the provisions of
this Section 3 but not expressly provided for by such provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or other rights with
equity features), then the Corporation’s Board of Directors will make an appropriate adjustment in
the Conversion Price so as to protect the rights of the Holder under this Note; provided that no
such adjustment will increase the Conversion Price as otherwise determined pursuant to this
Section 3.



h. Notices.




i. As soon as practicable, upon any adjustment of the Conversion Price, the Corporation
shall give written notice of such adjustment to the then Holder of the Note, and furnish the
Holder with a certificate of its Chief Financial Officer setting forth in reasonable detail
such adjustment and the facts upon which such adjustment is based. The Corporation shall,
upon written request, furnish the Holder a certificate setting forth the Conversion Price in
effect upon the date thereof and the series of adjustments leading to such Conversion Price.




ii. The Corporation shall give written notice to the Holder of the Note at least twenty
(20) Business Days prior to the date on which the Corporation closes its books or takes a
record (A) with respect to any dividend or distribution upon the Common Stock, or issuance
or granting of rights, options or warrants or (B) with respect to any pro rata subscription
offer to holders of Common Stock.




iii. The Corporation shall give written notice to the Holder at least thirty (30)
Business Days prior to the effective date of any proposed liquidation, dissolution or
winding up of the Corporation; provided in each case that such information shall be made
known to the public prior to or in conjunction with such notice being provided to the
Holder.



i. Automatic Conversion. The Note, and all accrued and unpaid interest hereon, shall
be automatically converted (the “Automatic Conversion”) into Common Stock at the Conversion Price
then in effect upon the earliest to occur of the following:




i. the sale by the Corporation of a minimum of $25,000,000 of equity, in one sale or a
related series of sales, without regard to the class of equity sold,




ii. a Qualified Public Offering, or




iii. the occurrence of (x) receipt by the Corporation or AirGATE of revenue of not less
than (1) $1,000,000 from Hexion Specialty Chemicals, Inc. (“Hexion”), or its customers, as a
result of services rendered by Hexion to its one or more of its customers in connection with
the use of the Pioneer Downhole Tool in the oil and gas industry, and as further described
herein, or (2) $500,000 of revenues from the sale of RFID tags that withstand downhole
pressure, and related equipment and services, and (y) an average Closing Sale Price of the
Common Stock of at least $0.75 per share for the thirty (30) day trading period preceding
the receipt of such revenues.



j. Effect of Automatic Conversion. Upon the Automatic Conversion of this Note, the
Corporation shall not be obligated to issue certificates evidencing the Common Stock unless such
Note is either delivered to the Corporation or its transfer agent, or the Holder notifies the
Corporation or its transfer agent that such Note has been lost, stolen or destroyed and executes an
affidavit of loss and an agreement satisfactory to the Corporation to indemnify the Corporation
from any loss incurred by it in connection with such Note. The Corporation shall, as soon as
practicable after such delivery, or such agreement and indemnification, cause its transfer agent to
issue and deliver to such Holder, a certificate or certificates for the securities to which the
Holder shall be entitled and with any fractional share resulting from such calculation rounded up
to the nearest whole share. Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of closing of the transaction causing the Automatic Conversion.
The person or persons entitled to receive securities issuable upon such Automatic Conversion shall
be treated for all purposes as the record holder or holders of such securities on such date.



k. Issuance of Common Stock. Upon the conversion of the Note, the Corporation shall,
at the request of the Holder, execute and deliver (at the Corporation’s expense) a certificate or
certificates in exchange for the Note representing in the aggregate the number of shares of Common
Stock to be delivered to the Holder pursuant to such conversion. Each such certificate shall be
registered in such name as is requested by the Holder.



l. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation
of the ownership and the loss, theft, destruction, or mutilation of the Note, and, in the case of
any such loss, theft, or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation or, in the case of any mutilation, upon surrender of such Note, the Corporation shall
(at its expense) execute and deliver in lieu of such Note a new Note of like kind in such principal
amount as represented by such lost, stolen, destroyed, or mutilated Note.



m. Reissuance of Note. Upon any partial conversion of this Note, a new Note
containing the same date and provisions of this Note shall, at the request of the Holder, be issued
by the Corporation to the Holder for the Principal balance of this Note and all accrued but unpaid
interest which shall not have been converted. The Corporation shall (at its expense) execute and
deliver such new Note.



n. Legend. If the shares of Common Stock issued pursuant to the conversion of the
Note are not subject to an effective registration statement under the Act, the certificates
evidencing shares of Common Stock issued upon conversion of the Note shall bear the following
restrictive legend or a substantially similar legend:



“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE, STATE SECURITIES
LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH SECURITIES ACT AND APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE X-CHANGE CORPORATION THAT SUCH REGISTRATION
IS NOT REQUIRED.”




	 	4.	 	Events of Default.





a. The occurrence of any of the following events constitutes an “Event of Default” hereunder:




i. any failure by the Corporation to pay the Holder any amounts of Principal, interest
or other amounts when and as due under this Note or any other Transaction Document (as
defined in the Purchase Agreement);




ii. any breach by the Corporation or any of its Subsidiaries of any covenant or other
term or condition of this Note, the Purchase Agreement, any Related Agreement, the Tranche A
Notes or the Tranche B Notes in any material respect, except, in the case of a breach of a
covenant which is curable, only if such breach continues for a period of at least fifteen
(15) consecutive days after the earlier to occur of (i) any executive officer of the
Corporation becoming aware of such breach and (ii) the receipt of written notice from any
Holder of the Tranche A Notes or Tranche B Notes of such breach;




iii. any breach by the Corporation or any of its Subsidiaries of any representation or
warranty of the Corporation or any of its subsidiaries made herein, in the Purchase
Agreement, in any Related Agreement, the Tranche A Notes or the Tranche B Notes or any
representation or warranty made by the Corporation or any of its subsidiaries made herein,
in the Purchase Agreement, in any Related Agreement, the Tranche A Notes or the Tranche B
Notes that was false or misleading in any material respect on the date that such
representation or warranty was made or deemed made;




iv. if the Corporation or any of its Subsidiaries makes an assignment for the benefit
of creditors, or applies for or consents to the appointment of a receiver or trustee for it
or for a substantial part of its property or business; or such a receiver or trustee shall
otherwise be appointed;




v. if any money judgment, writ or similar final process shall be entered or filed
against the Corporation, any of its Subsidiaries or any of its property or other assets for
more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of thirty
(30) days;




vi. if bankruptcy, insolvency, reorganization or liquidation proceedings or other
proceedings or relief under any bankruptcy Law or any Law for the relief of debtors shall be
instituted by or against the Corporation or any of its Subsidiaries;




vii. if an SEC stop trade order or Principal Market trading suspension of the Common
Stock shall be in effect for five (5) consecutive days or five (5) days during a period of
ten (10) consecutive days, excluding in all cases a suspension of all trading on a Principal
Market;




viii. if it becomes unlawful for the Corporation or any of its Subsidiaries to perform
or comply with its respective obligations under this Note, the Purchase Agreement, in any
Related Agreement, the Tranche A Notes or the Tranche B Notes;




ix. if the Corporation shall fail to timely file all reports required to be filed by it
with the SEC (as defined in the Purchase Agreement) pursuant to Section 13 or 15(d) of the
Exchange Act (as defined in the Purchase Agreement), or otherwise required by the Exchange
Act;




x. any Event of Default (as defined in the other Tranche A Notes and Tranche B Notes)
occurs with respect to any Tranche A Notes or Tranche B Notes; or




xi. if the Corporation fails (i) to timely deliver Common Stock to the Holder pursuant
to and in the form required by this Note, if such failure to timely deliver Common Stock
shall not be cured within two (2) Business Days or (ii) to deliver a replacement Note to
Holder within seven (7) Business Days following the required date of such issuance pursuant
to this Note.



b. Redemption Right Upon Event of Default. Promptly after the occurrence of an Event
of Default with respect to this Note or any other Tranche A Note or Tranche B Note, the Corporation
shall deliver written notice thereof via facsimile and overnight courier (an “Event of Default
Notice”) to the Holder and the Holders of the Tranche A Notes and Tranche B Notes. At any time
after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming
aware of an Event of Default and until the Event of Default is cured, the Holder may require the
Corporation to redeem all or any portion of the Notes by delivering written notice thereof (the
“Event of Default Redemption Notice”) to the Corporation, which Event of Default Redemption Notice
shall indicate the portion of the Notes that the Holder is electing to cause to be redeemed. The
portion of this Note subject to redemption by the Corporation pursuant to this Section 4(b)
shall be redeemed by the Corporation at a price equal to the greater of (i) the product of (x) the
Conversion Amount to be redeemed plus accrued and unpaid interest and (y) 120% and (ii) the product
of (A) the Conversion Rate with respect to such Conversion Amount in effect at such time as the
Holder delivers an Event of Default Redemption Notice, (B) the Closing Sale Price, or in the
absence of a Closing Sale Price, the Closing Bid Price, of the Common Stock on the date immediately
preceding such Event of Default and (C) 120% (the “Event of Default Redemption Price”).
Redemptions required by this Section 4(b) shall be made in accordance with the provisions
of Section 6. For purposes of this Section 4(b), “Conversion Rate” shall mean the
number of shares of Common Stock equal to the amount determined by dividing (i) the Conversion
Amount by (ii) the Conversion Price.




	 	5.	 	Transfer. 





a. Transfer Restricted. This Note, and any rights hereunder, may not be assigned or
transferred, except as provided in the legend hereon and in accordance with and subject to
provisions of (i) all applicable state securities Laws and (ii) the Act, and the rules and
regulations promulgated thereunder. Any purported transfer or assignment made other than in
accordance with this Section 5 shall be null and void and of no force and effect.



b. Assignment. Any assignment permitted hereunder shall be made by surrender of this
Note to the Corporation at its principal place of business as set forth above with a Form of
Assignment in substantially the form attached hereto as Exhibit B, duly completed and
executed and funds sufficient to pay any transfer tax, if any. In such event, the Corporation
shall, without charge, execute and deliver a new note in the name of the assignee named in such
instrument of assignment in the amount so assigned and this Note shall be promptly canceled;
provided, however, that in the event that the Holder hereof shall assign or
transfer less than the full amount of this Note, a new note evidencing the remaining portion of
this Note not so assigned or transferred shall be issued in the name of the Holder.




	 	6.	 	Redemptions.





a. Mechanics. In the event that the Holder has sent a Redemption Notice to the
Corporation pursuant to Section 3(f)(iv) or Section 4(b), the Holder shall promptly
submit this Note to the Corporation in accordance with this Section 6. The Corporation
shall deliver the applicable Event of Default Redemption Price to the Holder within seven (7)
Business Days after the Corporation’s receipt of the Holder’s Event of Default Redemption Notice
and thereafter the Holder shall promptly deliver this Note to the Corporation. If the Holder has
submitted a Change of Control Redemption Notice in accordance with Section 3(f)(iv), the
Corporation shall deliver to the Holder the Change of Control Redemption Price concurrently with
the consummation of such Change of Control if such Change of Control Redemption Notice is received
by the Corporation prior to the consummation of such Change of Control and within seven (7)
Business Days after the Corporation’s receipt of such Change of Control Redemption Notice
otherwise. In the event of a redemption of less than all of the Conversion Amount of this Note, the
Corporation shall promptly cause to be issued and delivered to the Holder a new Note (in accordance
with Section 3(m)) representing the outstanding Principal which has not been redeemed. In
the event that the Corporation does not pay the applicable Redemption Price to the Holder within
the time period required, at any time thereafter and until the Corporation pays such unpaid
Redemption Price in full, the Holder shall have the option to, in lieu of redemption, require the
Corporation to promptly return to the Holder all or any portion of this Note representing the
Conversion Amount that was submitted for redemption and for which the applicable Redemption Price
has not been paid. One (1) day after the Corporation’s receipt of such notice, if the Corporation
has not cured such failure, (x) the Redemption Notice shall be null and void with respect to such
Conversion Amount, (y) the Corporation shall immediately return this Note, or issue a new Note (in
accordance with Section 3(m)) to the Holder representing such Conversion Amount and (z) the
Conversion Price of this Note or such new Notes shall be adjusted to the lesser of (A) the
Conversion Price as in effect on the date on which the Redemption Notice is voided and (B) the
lowest Closing Bid Price of the Common Stock during the period beginning on and including the date
on which the Redemption Notice is delivered to the Corporation and ending on and including the date
on which the Redemption Notice is voided.



b. Redemption by Other Holders. Upon the Corporation’s receipt of notice from any of
the holders of the Other Notes for redemption or repayment as a result of an event or occurrence
substantially similar to the events or occurrences described in Section 4(b) or Section
3(f)(iv) (each, an “Other Redemption Notice”), the Corporation shall immediately forward to the
Holder by facsimile a copy of such notice. If the Corporation receives a Redemption Notice and one
or more Other Redemption Notices during the period beginning on the day the Corporation receives
the first of such Redemption Notice or Other Redemption Notice and ending on the date which is five
(5) Business Days after the Corporation forwards the first such notice (“Redemption Period”) and
the Corporation is unable to redeem all principal, interest and other amounts designated in such
Redemption Notice and such Other Redemption Notices received during such Redemption Period, then
the Corporation shall redeem a pro rata amount from each holder of the Tranche A Notes and the
Tranche B Notes (including the Holder) based on the aggregate principal amount of the Tranche A
Notes and the Tranche B Notes submitted for redemption pursuant to such Redemption Notice and such
Other Redemption Notices received or delivered by the Corporation during such Redemption Period.



7. Noncircumvention. The Corporation hereby covenants and agrees that the Corporation
will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and
will at all times carry out all of the provisions of this Note.



8. Vote to issue, or change the terms of, the Tranche A Notes and Tranche B Notes.
The affirmative vote at a meeting duly called for such purpose or the written consent without a
meeting, of the Required Holders, shall be required for any change or amendment to this Note, the
Tranche A Notes or the Tranche B Notes, all of which shall be amended in like manner; provided,
however, that no such amendment as applied to any particular Holder of Tranche A Notes or Tranche B
Notes, shall, without the consent of that particular Holder, extend the maturity of the Tranche A
Note or the Tranche B Note, reduce the interest rate, extend the time of payment of interest
thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount
payable on redemption or repurchase thereof or affect any amounts due to any Holder.




	 	9.	 	Definitions





a. “Acquiring Entity” has the meaning set forth in Section 3(f)(iii) of this Note.



b. “Act” has the meaning set forth in the legend of this Note.



c. “Additional Stock Issuance” has the meaning set forth in Section 3(b)(ii) of this
Note.



d. “AirGATE” has the meaning set forth in Section 2(a) of this Note.



e. “Automatic Conversion” has the meaning set forth in Section 3(i) of this Note.



f. “Bloomberg” means Bloomberg Financial Markets.



g. “Business Day” means any day except Saturday, Sunday and any day that is a federal legal
holiday or a day on which banking institutions in the State of Texas are authorized or required by
Law or other governmental action to close.



h. “Change of Control” has the meaning set forth in Section 3(f)(i) of this Note.



i. “Change of Control Notice” has the meaning set forth in Section 3(f)(ii) of this
Note.



j. “Change of Control Redemption Notice” has the meaning set forth in Section 3(f)(iv)
of this Note.



k. “Change of Control Redemption Price” has the meaning set forth in Section 3(f)(iv)
of this Note.



l. “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the
Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an
extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or last trade price, respectively, of such security prior
to 4:00 p.m., New York City Time, as reported by Bloomberg, or, if the Principal Market is not the
principal securities exchange or trading market for such security, the last closing bid price or
last trade price, respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not
apply, the last closing bid price or last trade price, respectively, of such security in the
over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such
security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any
market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the
National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price
or the Closing Sale Price, as the case may be, of such security on such date shall be the fair
market value as mutually determined by the Corporation and the Required Holders. If the
Corporation and the Holders are unable to agree upon the fair market value of such security, then
such dispute shall be resolved by an independent, reputable appraiser jointly selected by the
Corporation and the Required Holders. The determination of such appraiser shall be deemed binding
upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne
by the Corporation. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction that proportionately decreases or
increases the Common Stock during the applicable calculation period.



m. “Contingent Obligation” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other
obligation of another Person if the primary purpose or intent of the Person incurring such
liability, or the primary effect thereof, is to provide assurance to the obligee of such liability
that such liability will be paid or discharged, or that any agreements relating thereto will be
complied with, or that the holders of such liability will be protected (in whole or in part)
against loss with respect thereto.



n. “Conversion Amount” means the sum of (A) the portion of the outstanding Principal to be
converted, redeemed or otherwise with respect to which this determination is being made and (B)
accrued and unpaid Interest with respect to such Principal.



o. “Conversion Price” has the meaning set forth in Section 3(b)(i) of this Note.



p. “Conversion Rate” has the meaning set forth in Section 4(b) of this Note.



q. “Convertible Securities” has the meaning set forth in Section 3(c)(i) of this Note.



r. “Corporate Event” has the meaning set forth in Section 3(e) of this Note.



s. “Corporation” has the meaning set forth in the preamble of this Note.



t. “Date of Issuance” has the meaning set forth in Section 1(a) of this Note.



u. "Disqualified Stock” means any capital stock that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable, in each case at the option
of the holder of the capital stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the capital stock, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature.



v. “Event of Default” has the meaning set forth in Section 4(a) of this Note.



w. “Event of Default Notice” has the meaning set forth in Section 4(b) of this Note.



x. “Event of Default Redemption Notice” has the meaning set forth in Section 4(b) of
this Note.



y. “Event of Default Redemption Price” has the meaning set forth in Section 4(b) of
this Note.



z. “GAAP” means the generally accepted accounting principles in the United States.



	 	 	 
	aa.

	 	“Hexion” has the meaning set forth in Section 3(i)(iii) of this Note.
	
 
	 	 
	bb.

	 	“Holder” has the meaning set forth in the preamble of this Note.






cc. “Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed
money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of
property or services (other than trade payables entered into in the ordinary course of business),
(iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and
other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar
instruments, including obligations so evidenced incurred in connection with the acquisition of
property, assets or businesses, (v) all indebtedness created or arising under any conditional sale
or other title retention agreement, or incurred as financing, in either case with respect to any
property or assets acquired with the proceeds of such indebtedness (even though the rights and
remedies of the seller or bank under such agreement in the event of default are limited to
repossession or sale of such property), (vi) all monetary obligations under any leasing or similar
arrangement which, in accordance with GAAP, is classified as a capital lease, (vii) all
indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon
or in any property or assets (including accounts and contract rights) owned by any Person, even
though the Person which owns such assets or property has not assumed or become liable for the
payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness or
obligations of others of the kinds referred to in clauses (i) through (vii) above.



dd. “Interest Rate” has the meaning set forth in Section 1(a) of this Note.



ee. “Law” means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation.



	 	 	 
	ff.

	 	“Maturity Date” has the meaning set forth in Section 1(a) of this Note.
	
 
	 	 
	gg.

hh.

	 	“Note” has the meaning set forth in the preamble of this Note.

“Options” has the meaning set forth in Section 3(c)(i) of this Note.
	
 
	 	 






ii. “Other Notes” means the Tranche A Notes and the Tranche B Notes, other than this Note.



jj. “Other Redemption Notice” has the meaning set forth in Section 6(b) of this Note.



kk. “Permitted Subordinated Indebtedness” means Indebtedness of Corporation, and not any
Subsidiary, that (i) is made expressly subordinate in right of payment to the Indebtedness
evidenced by this Note, the Tranche A Notes and the Tranche B Notes on terms and pursuant to an
agreement reasonably satisfactory to the Required Holders and, in the event that interest is
payable, directly or indirectly, prior to 91 days after the Maturity Date, provides for interest
that is no greater than market rate interest, and (ii) does not provide at any time for the
payment, prepayment, repayment, repurchase or defeasance, directly or indirectly, of any principal
or premium, if any, thereon until at least 91 days after the Maturity Date.



ll. “Person” means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.



mm. “Principal” has the meaning set forth in Section 1(a) of this Note.



nn. “Principal Market” means the New York Stock Exchange, American Stock Exchange, NASDAQ
Global Select Market, NASDAQ Global Market, NASDAQ Capital Market, or OTC Bulletin Board (whichever
of the foregoing is at the time the principal trading exchange or market for the Common Stock or
other security in question).



oo. “Purchase Agreement” has the meaning set forth in the preamble of this Note.



pp. “Qualified Public Offering” means a public offering of the Common Stock by a nationally
recognized underwriter such that the Corporation’s aggregate net proceeds from such offering are at
least $20,000,000, and the imputed market capitalization of the Corporation, pre-offering, is at
least $100,000,000.



qq. “Redemption Notice” means any of an Event of Default Redemption Notice or Change of
Control Redemption Notice.



rr. “Redemption Period” has the meaning set forth in Section 6(b) of this Note.



ss. “Redemption Price” means any of an Event of Default Redemption Price or Change of Control
Redemption Price.



tt. “Required Holders” means one or more Holders of Tranche A Notes and Tranche B Notes
representing greater than seventy-five percent (75%) of the aggregate principal amount of all
Tranche A Notes and Tranche B Notes then outstanding.



uu. “SEC” means the United States Securities and Exchange Commission.



vv. “Subsidiary” means (i) a corporation or other entity whose shares of stock or other
ownership interests having ordinary voting power to elect a majority of the directors of such
corporation, are owned, directly or indirectly, by the Corporation or (ii) a corporation or other
entity in which the Corporation owns, directly or indirectly, more than fifty (50%) of the equity
interests.



ww. “Trading Day” means any day on which the Common Stock or other applicable security is
traded on the Principal Market, or, if the Principal Market is not the principal trading market for
the Common Stock or other applicable security, then on the principal securities exchange or
securities market on which the Common Stock or other applicable security is then traded; provided
that “Trading Day” shall not include any day on which the Common Stock or other applicable security
is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common
Stock or other applicable security is suspended from trading during the final hour of trading on
such exchange or market (or if such exchange or market does not designate in advance the closing
time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York City
Time).



xx. “Tranche A Notes” shall have the meaning assigned to such term in the Purchase Agreement.



yy. “Tranche B Notes” shall have the meaning assigned to such term in the Purchase Agreement.



zz. “Valuation Event” has the meaning set forth in Section 3(c)(v) of this Note.



aaa. “Warrants” shall have the meaning assigned to such term in the Purchase Agreement.




	 	10.	 	Miscellaneous.





a. Waiver. No failure or delay on the part of the Holder hereof in the exercise of
any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege. All rights and remedies existing hereunder are
cumulative to, and not exclusive of, any rights or remedies otherwise available.



b. Notices. All notices required or permitted hereunder shall be in writing and shall
be deemed effectively given:




A. upon personal delivery to the party to be notified;




B. when sent by confirmed facsimile if sent during normal business hours of the
recipient, or if delivered after normal business hours, then on the next Business
Day;




C. three (3) Business Days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or




D. one (1) day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt.




All communications shall be sent as follows:




	 	 	 	If to the Corporation, to:






The X-Change Corporation




710 Century Parkway




Allen, Texas 75013




Attention: George DeCourcy, Chief Financial Officer




Facsimile: 972-359-6334



with a copy (which shall not constitute notice) to:




Strasburger & Price, LLP




901 Main Street, Suite 4400




Dallas, Texas 75202




Attention: Kevin Woltjen, Esq.




Facsimile: 214-659-4025




	 	 	 	If to Holder, to






Facsimile:



with a copy (which shall not constitute notice) to:




Weil, Gotshal & Manges LLP




200 Crescent Court, Suite 300




Dallas, Texas 75201




Attention: R. Scott Cohen, Esq.




Facsimile: 214-746-7777



or at such other address as the Corporation or Holder may designate by written notice given in
accordance with this Section 10(b).



c. Amendment Provision. The term “Note” and all references thereto, as used
throughout this instrument, shall mean this instrument as originally executed, or if later amended
or supplemented, then as so amended or supplemented, and any successor instrument issued, as such
may be amended or supplemented.



d. Assignability. This Note shall be binding upon the Holder and the Corporation and
their respective successors and assigns, and shall inure to the benefit of the Holder and the
Corporation and their respective successors and assigns, and may be assigned by the Holder in
accordance with the requirements of the Purchase Agreement. This Note shall not be assigned by the
Corporation without the prior written consent of the Holder.



e. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAWS RULES OR PRINCIPLES THEREOF.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
SERVING DALLAS COUNTY, TEXAS, FOR THE PURPOSES OF ANY ACTION ARISING OUT OF THIS NOTE, OR THE
SUBJECT MATTER HEREOF. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES AND
AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH ACTION (A) THAT SUCH
PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, (B) THAT THE ACTION
IS BROUGHT IN AN INCONVENIENT FORUM, (C) THAT IT IS IMMUNE FROM ANY LEGAL PROCESS WITH RESPECT TO
ITSELF OR ITS PROPERTY, (D) THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR (E)
THAT THIS NOTE, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. IN THE
EVENT THAT ANY PROVISION OF THIS NOTE IS INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR
RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT
THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM TO SUCH STATUTE OR RULE OF LAW SO LONG AS THE
ECONOMIC OR LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY MANNER
MATERIALLY ADVERSE TO ANY PARTY. ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER
ANY LAW SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS NOTE, WHICH
SHALL REMAIN ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE TERMS.



f. Maximum Payments. Nothing contained herein shall be deemed to establish or require
the payment of a rate of interest or other charges in excess of the maximum permitted by applicable
Law. In the event that the rate of interest required to be paid or other charges hereunder exceed
the maximum permitted by such Law, any payments in excess of such maximum shall be credited against
amounts owed by the Corporation to the Holder and thus refunded to the Corporation.



g. Construction. Each party acknowledges that its legal counsel participated in the
preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities
are to be resolved against the drafting party shall not be applied in the interpretation of this
Note to favor any party against the other.



h. Cost of Collection. If default is made in the payment of this Note, the
Corporation shall pay to Holder reasonable costs of collection, including reasonable attorney’s
fees.



1



IN WITNESS WHEREOF, the Corporation has caused this Senior Secured Convertible Term
Note—Tranche A to be signed in its name effective as of this 4th day of December, 2007.



The X-CHANGE CORPORATION



	 
	By/s/ George DeCourcy

	 

	Name: George DeCourcy

	 







Its: Chief Financial Officer



WITNESS:



     



2




Exhibit A




Notice of Conversion




(To be executed by the Holder in order to convert all or part of the Note into Common Stock)



Name of Holder:



Address:



Holder hereby elects to convert into the Common Stock of The X-Change Corporation $     of
the Principal and/or accrued but unpaid interest under the terms of the Senior Secured Convertible
Term Note—Tranche A issued by The X-Change Corporation dated December 4, 2007 on and subject to the
conditions set forth in such Senior Secured Convertible Term Note—Tranche A.



1. Date of Conversion:



2. Shares To Be Delivered:



(Please print name of Holder)



By:

Name:

Title:




3



Exhibit B




ASSIGNMENT FORM




(To assign the foregoing Note, execute this form and supply required information.

Do not use this form to exercise the Note)




FOR VALUE RECEIVED, hereby sells, assigns and transfers all of the rights of the undersigned
under the attached Note with respect to the number of shares of Common Stock of The X-Change
Corporation covered thereby set forth below, unto:



	 	 	 	 	 	 	 	 	 
	Name of Assignee	 	Address	 	No. of Shares






By:

Name:

Title:




Signature Guaranteed:



By:



The signature should be guaranteed by an eligible guarantor institution pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.




4