Exhibit
      10.33

     

    REVOLVING
      NOTE

     

    
      	$10,000,000	
              April
                6,
                2007

            

                                                 

    For
      value
      received, the undersigned, AIRGATE INTERNATIONAL CORPORATION, a New York
      corporation, AIRGATE INTERNATIONAL CORPORATION (CHICAGO), an Illinois
      corporation, and PARADIGM INTERNATIONAL, INC., a Florida corporation
      (collectively and individually the “Borrowers”), hereby jointly and severally
      promise to pay ON DEMAND, and if demand is not made, then as provided in the
      Credit Agreement (defined below), to the order of WELLS FARGO BANK, NATIONAL
      ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit
      operating division, on the Termination Date referenced in the Credit and
      Security Agreement dated the same date as this Revolving Note that was entered
      into by the Lender and the Borrowers (as amended from time to time, the “Credit
      Agreement”), at Lender’s office located at 119 West 40th
      Street,
      16th
      Floor,
      New York, New York 10018, or at any other place designated at any time by the
      holder hereof, in lawful money of the United States of America and in
      immediately available funds, the principal sum of Ten Million Dollars
      ($10,000,000) or the aggregate unpaid principal amount of all Revolving Advances
      made by the Lender to the Borrowers under the Credit Agreement, together with
      interest on the principal amount hereunder remaining unpaid from time to time,
      computed on the basis of the actual number of days elapsed and a 360-day year,
      from the date hereof until this Revolving Note is fully paid at the rate from
      time to time in effect under the Credit Agreement.

     

    This
      Revolving Note is the Revolving Note referenced in the Credit Agreement, and
      is
      subject to the terms of the Credit Agreement, which provides, among other
      things, for acceleration hereof. Principal and interest due hereunder shall
      be
      payable as provided in the Credit Agreement, and this Revolving Note may be
      prepaid only in accordance with the terms of the Credit Agreement. This
      Revolving Note is secured, among other things, pursuant to the Credit Agreement
      and the Security Documents as therein defined, and may now or hereafter be
      secured by one or more other security agreements, mortgages, deeds of trust,
      assignments or other instruments or agreements.

     

    This
      Note
      is issued pursuant, and is subject, to the Credit Agreement, which provides,
      among other things, for acceleration hereof. This Note is the Revolving Note
      referred to in the Credit Agreement. This Note is secured, among other things,
      pursuant to the Credit Agreement and the Security Documents as therein defined,
      and may now or hereafter be secured by one or more other security agreements,
      mortgages, deeds of trust, assignments or other instruments or
      agreements.

     

    The
      Borrowers shall pay all costs of collection, including reasonable attorneys’
fees and legal expenses if this Revolving Note is not paid when due, whether
      or
      not legal proceedings are commenced.

     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Presentment
      or other demand for payment, notice of dishonor and protest are expressly
      waived.

     

    
      	 	 	 
	 	AIRGATE
              INTERNATIONAL CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
              Scott Turner
	 	
              
Name:
              Scott Turner
	 	Title:
              President 


    

     

    
      	 	 	 
	 	AIRGATE
              INTERNATIONAL CORPORATION (CHICAGO)
	 
 	 
 	 
 
	 	By:  	/s/ Scott
              Turner
	 	
              
Name:
              Scott Turner
	 	Title:
              Vice President


    

     

    
      	 	 	 
	 	PARADIGM
              INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Scott
              Turner
	 	
              
Name:
              Scott Turner
	 	Title:
              Vice President