Exhibit
      10.38

     

    SECURITY
      AGREEMENT

     

    THIS
      AGREEMENT,
      dated
      as of April 6, 2007, is made by and between PACIFIC CMA INTERNATIONAL, LLC,
      a
      Colorado limited liability company (the “Debtor”), and WELLS
      FARGO BANK, NATIONAL ASSOCIATION (the
      “Secured Party”), acting through its Wells Fargo Business Credit operating
      division.

     

    Pursuant
      to a Credit and Security Agreement of even date herewith (as the same may be
      amended, supplemented or restated from time to time, the “Credit Agreement”),
      the Secured Party may extend credit accommodations to 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”).

     

    As
      a
      condition to extending credit to the Borrowers, the Secured Party has required
      the execution and delivery of the Debtor’s Guaranty of even date herewith,
      guaranteeing the payment and performance of all obligations of the Borrowers
      arising under or pursuant to the Credit Agreement (the “Guaranty”).

     

    As
      a
      further condition to extending credit to the Borrowers under the Credit
      Agreement, the Secured Party has required the execution and delivery of this
      Agreement by the Debtor.

     

    ACCORDINGLY,
      in consideration of the mutual covenants contained in the Credit Agreement,
      the
      Guaranty and herein, the parties hereby agree as follows:

     

    1. Definitions.
      All
      terms defined in the recitals hereto and the Credit Agreement that are not
      otherwise defined herein shall have the meanings given them in the recitals
      and
      the Credit Agreement. All terms defined in the UCC and not otherwise defined
      herein have the meanings assigned to them in the UCC. In addition, the following
      terms have the meanings set forth below or in the referenced Section of this
      Agreement:

     

    “Accounts”
      means all of the Debtor’s accounts, as such term is defined in the UCC,
      including each and every right of the Debtor to the payment of money, whether
      such right to payment now exists or hereafter arises, whether such right to
      payment arises out of a sale, lease or other disposition of goods or other
      property, out of a rendering of services, out of a loan, out of the overpayment
      of taxes or other liabilities, or otherwise arises under any contract or
      agreement, whether such right to payment is created, generated or earned by
      the
      Debtor or by some other Person who subsequently transfers such Person’s interest
      to the Debtor, whether such right to payment is or is not already earned by
      performance, and howsoever such right to payment may be evidenced, together
      with
      all other rights and interests (including all Liens) which the Debtor may at
      any
      time have by law or agreement against any account debtor or other obligor
      obligated to make any such payment or against any property of such account
      debtor or other obligor; all including but not limited to all present and future
      accounts, contract rights, loans and obligations receivable, chattel papers,
      bonds, notes and other debt instruments, tax refunds and rights to payment
      in
      the nature of general intangibles.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “Collateral”
      means, whether now owned or existing or hereafter acquired or arising or in
      which the Debtor now has or hereafter acquires any rights, all of the Debtor’s
      Accounts, chattel paper, deposit accounts, documents, Equipment, General
      Intangibles, goods, instruments, Inventory, Investment Property,
      letter-of-credit rights, letters of credit, all sums on deposit in any
      Collateral Account, and any items in any Lockbox; together with (i) all
      substitutions and replacements for and products of any of the foregoing;
      (ii) in the case of all goods, all accessions; (iii) all accessories,
      attachments, parts, equipment and repairs now or hereafter attached or affixed
      to or used in connection with any goods; (iv) all warehouse receipts, bills
      of lading and other documents of title now or hereafter covering such goods;
      (v) all collateral subject to the Lien of Secured Party; (vi) any money, or
      other assets of the Debtor that now or hereafter come into the possession,
      custody, or control of the Secured Party; and (vii) proceeds of any and all
      of the foregoing.

     

    “Equipment”
      means all of the Debtor’s equipment, as such term is defined in the UCC, whether
      now owned or hereafter acquired, including but not limited to all present and
      future machinery, vehicles, furniture, fixtures, manufacturing equipment, shop
      equipment, office and recordkeeping equipment, parts, tools, supplies, and
      including specifically the goods described in any equipment schedule or list
      herewith or hereafter furnished to the Secured Party by the Debtor.

     

    “Event
      of
      Default” has the meaning given in Section 6.

     

    “General
      Intangibles” means all of the Debtor’s general intangibles, as such term is
      defined in the UCC, whether now owned or hereafter acquired, including all
      present and future Intellectual Property Rights, customer or supplier lists
      and
      contracts, manuals, operating instructions, permits, franchises, the right
      to
      use the Debtor’s name, and the goodwill of the Debtor’s business.

     

    "Indebtedness"
      is used herein in its most comprehensive sense and means any and all advances,
      debts, obligations and liabilities of the Borrowers to the Secured Party,
      heretofore, now or hereafter made, incurred or created, whether voluntary or
      involuntary and however arising, whether due or not due, absolute or contingent,
      liquidated or unliquidated, determined or undetermined, including under any
      swap, derivative, foreign exchange, hedge, deposit, treasury management or
      other
      similar transaction or arrangement at any time entered into by the Borrowers
      with the Secured Party, and whether the Borrowers may be liable individually
      or
      jointly with others, or whether recovery upon such Indebtedness may be or
      hereafter becomes unenforceable.

     

    “Intellectual
      Property Rights” means all actual or prospective rights arising in connection
      with any intellectual property or other proprietary rights, including all rights
      arising in connection with copyrights, patents, service marks, trade dress,
      trade secrets, trademarks, trade names or mask works.

     

    
      
         

      

      
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    “Inventory”
      means all of the Debtor’s inventory, as such term is defined in the UCC, whether
      now owned or hereafter acquired, whether consisting of whole goods, spare parts
      or components, supplies or materials, whether acquired, held or furnished for
      sale, for lease or under service contracts or for manufacture or processing,
      and
      wherever located.

     

    “Investment
      Property” means all of the Debtor’s investment property, as such term is defined
      in the UCC, whether now owned or hereafter acquired, including but not limited
      to all securities, security entitlements, securities accounts, commodity
      contracts, commodity accounts, stocks, bonds, mutual fund shares, money market
      shares and U.S. Government securities.

     

    “Lien”
      means any security interest, mortgage, deed of trust, pledge, lien, charge,
      encumbrance, title retention agreement or analogous instrument or device,
      including the interest of each lessor under any capitalized lease and the
      interest of any bondsman under any payment or performance bond, in, of or on
      any
      assets or properties of a Person, whether now owned or hereafter acquired and
      whether arising by agreement or operation of law.

     

    “Permitted
      Liens” means (i) the Security Interest, (ii) covenants, restrictions,
      rights, easements and minor irregularities in title which do not materially
      interfere with the Debtor’s business or operations as presently conducted, and
      (iii) Liens in existence on the date hereof and described on Exhibit C
      hereto.

     

    “Security
      Interest” has the meaning given in Section 2.

     

    “UCC”
      means the Uniform Commercial Code as in effect from time to time in the State
      of
      New York.

     

    2. Security
      Interest.
      The
      Debtor hereby grants the Secured Party a security interest (the “Security
      Interest”) in the Collateral to secure payment of the Indebtedness.

     

    3. Representations,
      Warranties and Agreements.
      The
      Debtor hereby represents, warrants and agrees as follows:

     

    (a) Title.
      The
      Debtor (i) has absolute title to each item of Collateral in existence on
      the date hereof, free and clear of all Liens except the Permitted Liens,
      (ii) will have, at the time the Debtor acquires any rights in Collateral
      hereafter arising, absolute title to each such item of Collateral free and
      clear
      of all Liens except Permitted Liens, (iii) will keep all Collateral free
      and clear of all Liens except Permitted Liens, and (iv) will defend the
      Collateral against all claims or demands of all Persons other than the Secured
      Party and the holders of Permitted Liens. The Debtor will not sell or otherwise
      dispose of the Collateral or any interest therein, outside the ordinary course
      of business, without the prior written consent of the Secured
      Party.

     

    
      
         

      

      
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    (b) Chief
      Executive Office; Identification Number.
      The
      Debtor’s chief executive office and principal place of business is located at
      the address set forth under its signature below. The Debtor’s federal employer
      identification number and organization identification number is correctly set
      forth under its signature below.

     

    (c) Location
      of Collateral.
      As of
      the date hereof, the tangible Collateral is located only in the states and
      at
      the address, as identified on Exhibit A attached hereto. The Debtor will not
      permit any tangible Collateral to be located in any state (and, if county filing
      is required, in any county) in which a financing statement covering such
      Collateral is required to be, but has not in fact been, filed in order to
      perfect the Security Interest.

     

    (d) Changes
      in Name, Constituent Documents, Location.
      The
      Debtor will not change its name, Constituent Documents, or jurisdiction of
      organization, without the prior written consent of the Secured Party. The Debtor
      will not change its business address, without prior written notice to the
      Secured Party.

     

    (e) Fixtures.
      The
      Debtor will not permit any tangible Collateral to become part of or to be
      affixed to any real property without first assuring to the reasonable
      satisfaction of the Secured Party that the Security Interest will be prior
      and
      senior to any Lien then held or thereafter acquired by any mortgagee of such
      real property or the owner or purchaser of any interest therein. If any part
      or
      all of the tangible Collateral is now or will become so related to particular
      real estate as to be a fixture, the real estate concerned and the name of the
      record owner are accurately set forth in Exhibit B hereto.

     

    (f) Rights
      to Payment.
      Each
      right to payment and each instrument, document, chattel paper and other
      agreement constituting or evidencing Collateral is (or will be when arising,
      issued or assigned to the Secured Party) the valid, genuine and legally
      enforceable obligation, subject to no defense, setoff or counterclaim (other
      than those arising in the ordinary course of business), of the account debtor
      or
      other obligor named therein or in the Debtor’s records pertaining thereto as
      being obligated to pay such obligation. The Debtor will neither agree to any
      material modification or amendment nor agree to any forbearance, release or
      cancellation of any such obligation, and will not subordinate any such right
      to
      payment to claims of other creditors of such account debtor or other
      obligor.

     

    (g) Commercial
      Tort Claims.
      Promptly upon knowledge thereof, the Debtor will deliver to the Secured Party
      notice of any commercial tort claims it may bring against any Person, including
      the name and address of each defendant, a summary of the facts, an estimate
      of
      the Debtor’s damages, copies of any complaint or demand letter submitted by the
      Debtor, and such other information as the Secured Party may request. Upon
      request by the Secured Party, the Debtor will grant the Secured Party a security
      interest in all commercial tort claims it may have against any
      Person.

     

    
      
         

      

      
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    (h) Miscellaneous
      Covenants.
      The
      Debtor will:

     

    (i) keep
      all
      tangible Collateral in good repair, working order and condition, normal
      depreciation excepted, and will, from time to time, replace any worn, broken
      or
      defective parts thereof;

     

    (ii) promptly
      pay all taxes and other governmental charges levied or assessed upon or against
      any Collateral or upon or against the creation, perfection or continuance of
      the
      Security Interest;

     

    (iii) at
      all
      reasonable times, permit the Secured Party or its representatives to examine
      or
      inspect any Collateral, wherever located, and to examine, inspect and copy
      the
      Debtor’s books and records pertaining to the Collateral and its business and
      financial condition and to send and discuss with account debtors and other
      obligors requests for verifications of amounts owed to the Debtor;

     

    (iv) keep
      accurate and complete records pertaining to the Collateral and pertaining to
      the
      Debtor’s business and financial condition and submit to the Secured Party such
      periodic reports concerning the Collateral and the Debtor’s business and
      financial condition as the Secured Party may from time to time reasonably
      request;

     

    (v) promptly
      notify the Secured Party of any loss of or material damage to any Collateral
      or
      of any adverse change, known to the Debtor, in the prospect of payment of any
      sums due on or under any instrument, chattel paper, or account constituting
      Collateral;

     

    (vi) if
      the
      Secured Party at any time so requests (after the occurrence of an Event of
      Default), promptly deliver to the Secured Party any instrument, document or
      chattel paper constituting Collateral, duly endorsed or assigned by the
      Debtor;

     

    (vii) at
      all
      times keep all tangible Collateral insured against risks of fire (including
      so-called extended coverage), theft, collision (in case of Collateral consisting
      of motor vehicles) and such other risks and in such amounts as the Secured
      Party
      may reasonably request, with any such policies containing a lender loss payable
      endorsement acceptable to the Secured Party;

     

    (viii) from
      time
      to time authorize or execute such financing statements as the Secured Party
      may
      reasonably require in order to perfect the Security Interest and, if any
      Collateral consists of a motor vehicle, execute such documents as may be
      required to have the Security Interest properly noted on a certificate of
      title;

     

    (ix) pay
      when
      due or reimburse the Secured Party on demand for all costs of collection of
      any
      of the Indebtedness and all other out-of-pocket expenses (including in each
      case
      all reasonable attorneys’ fees) incurred by the Secured Party in connection with
      the creation, perfection, satisfaction, protection, defense or enforcement
      of
      the Security Interest or the creation, continuance, protection, defense or
      enforcement of this Agreement or any or all of the Indebtedness, including
      expenses incurred in any litigation or bankruptcy or insolvency
      proceedings;

     

    
      
         

      

      
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    (x) authorize,
      execute, deliver or endorse any and all instruments, documents, assignments,
      security agreements and other agreements and writings which the Secured Party
      may at any time reasonably request in order to secure, protect, perfect or
      enforce the Security Interest and the Secured Party’s rights under this
      Agreement; and

     

    (xi) not
      use
      or keep any Collateral, or permit it to be used or kept, for any unlawful
      purpose or in violation of any federal, state or local law, statute or
      ordinance.

     

    (i) Secured
      Party’s Right to Take Action.
      The
      Debtor authorizes the Secured Party to file from time to time where permitted
      by
      law, such financing statements against collateral described as “all personal
      property” as the Secured Party deems necessary or useful to perfect the Security
      Interest. The Debtor will not amend any financing statements in favor of the
      Secured Party except as permitted by law. Further, if the Debtor at any time
      fails to perform or observe any agreement contained in Section 3(h), and if
      such
      failure continues for a period of ten (10) days after the Secured Party gives
      the Debtor written notice thereof (or, in the case of the agreements contained
      in clauses (vii) and (viii) of Section 3(h), immediately upon the occurrence
      of
      such failure, without notice or lapse of time), the Secured Party may (but
      need
      not) perform or observe such agreement on behalf and in the name, place and
      stead of the Debtor (or, at the Secured Party’s option, in the Secured Party’s
      own name) and may (but need not) take any and all other actions which the
      Secured Party may reasonably deem necessary to cure or correct such failure
      (including, without limitation the payment of taxes, the satisfaction of
      security interests, liens, or encumbrances, the performance of obligations
      under
      contracts or agreements with account debtors or other obligors, the procurement
      and maintenance of insurance, the execution of financing statements, the
      endorsement of instruments, the qualification and licensing of the Debtor to
      do
      business in any jurisdiction, and the procurement of repairs or transportation);
      and, except to the extent that the effect of such payment would be to render
      any
      loan or forbearance of money usurious or otherwise illegal under any applicable
      law, the Debtor shall thereupon pay the Secured Party on demand the amount
      of
      all moneys expended and all costs and expenses (including reasonable attorneys’
fees) incurred by the Secured Party in connection with or as a result of the
      Secured Party’s performing or observing such agreements or taking such actions,
      together with interest thereon from the date expended or incurred by the Secured
      Party at the highest rate then applicable to any of the Indebtedness. To
      facilitate the performance or observance by the Secured Party of such agreements
      of the Debtor, the Debtor hereby irrevocably appoints (which appointment is
      coupled with an interest) the Secured Party, or its delegate, as the
      attorney-in-fact of the Debtor with the right (but not the duty) from time
      to
      time to create, prepare, complete, execute, deliver, endorse or file, in the
      name and on behalf of the Debtor, any and all instruments, documents, financing
      statements, applications for insurance and other agreements and writings
      required to be obtained, executed, delivered or endorsed by the Debtor under
      this Section 3 and Section 4.

     

    
      
         

      

      
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    4. Rights
      of Secured Party.
      At any
      time and from time to time, whether before or after an Event of Default, the
      Secured Party may take any or all of the following actions:

     

    (a) Account
      Verification.
      The
      Secured Party may at any time and from time to time send or require the Debtor
      to send requests for verification of accounts or notices of assignment to
      account debtors and other obligors. The Secured Party may also at any time
      and
      from time to time telephone account debtors and other obligors to verify
      accounts. 

     

    (b) Collateral
      Account.
      The
      Secured Party may establish a collateral account for the deposit of checks,
      drafts and cash payments made by the Debtor’s account debtors. If a collateral
      account is so established, the Debtor shall promptly deliver to the Secured
      Party, for deposit into said collateral account, all payments on Accounts and
      chattel paper received by it. All such payments shall be delivered to the
      Secured Party in the form received (except for the Debtor’s endorsement where
      necessary). Until so deposited, all payments on Accounts and chattel paper
      received by the Debtor shall be held in trust by the Debtor for and as the
      property of the Secured Party and shall not be commingled with any funds or
      property of the Debtor. All deposits in said collateral account shall constitute
      proceeds of Collateral and shall not constitute payment of any Obligation.
      Unless otherwise agreed in writing, the Debtor shall have no right to withdraw
      amounts on deposit in any collateral account.

     

    (c) Lockbox.
      The
      Secured Party may, by notice to the Debtor, require the Debtor to direct each
      of
      its account debtors to make payment directly to a special lockbox to be under
      the control of the Secured Party. The Debtor hereby authorizes and directs
      the
      Secured Party to deposit all checks, drafts and cash payments received in said
      lockbox into the collateral account established as set forth above.

     

    (d) Direct
      Collection.
      The
      Secured Party may notify any account debtor, or any other Person obligated
      to
      pay any amount due, that such chattel paper, Account, or other right to payment
      has been assigned or transferred to the Secured Party for security and shall
      be
      paid directly to the Secured Party. At any time after the Secured Party or
      the
      Debtor gives such notice to an account debtor or other obligor, the Secured
      Party may (but need not), in its own name or in the Debtor’s name, demand, sue
      for, collect or receive any money or property at any time payable or receivable
      on account of, or securing, any such chattel paper, Account, or other right
      to
      payment, or grant any extension to, make any compromise or settlement with
      or
      otherwise agree to waive, modify, amend or change the obligations (including
      collateral obligations) of any such account debtor or other
      obligor.

     

    
      
         

      

      
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    5. Assignment
      of Insurance.
      The
      Debtor hereby assigns to the Secured Party, as additional security for the
      payment of the Indebtedness, any and all moneys (including but not limited
      to
      proceeds of insurance and refunds of unearned premiums) due or to become due
      under, and all other rights of the Debtor under or with respect to, any and
      all
      policies of insurance covering the Collateral, and the Debtor hereby directs
      the
      issuer of any such policy to pay any such moneys directly to the Secured Party.
      After the occurrence of an Event of Default, the Secured Party may (but need
      not), in its own name or in the Debtor’s name, execute and deliver proofs of
      claim, receive all such moneys, endorse checks and other instruments
      representing payment of such moneys, and adjust, litigate, compromise or release
      any claim against the issuer of any such policy.

     

    6. Events
      of Default.
      Each of
      the following occurrences shall constitute an event of default under this
      Agreement (herein called “Event of Default”): (i) an Event of Default shall
      occur under the Credit Agreement; or (ii) the Debtor shall fail to observe
      or
      perform any covenant or agreement herein binding on it; or (iii) any
      representation or warranty by the Debtor set forth in this Agreement or made
      to
      the Secured Party in any financial statements or reports submitted to the
      Secured Party by or on behalf of the Debtor shall prove materially false or
      misleading; .

     

    7. Remedies
      upon Event of Default.
      Upon
      the occurrence of an Event of Default and at any time thereafter, the Secured
      Party may exercise any one or more of the following rights and remedies:
      (i) exercise and enforce any or all rights and remedies available upon
      default to a secured party under the UCC, including but not limited to the
      right
      to take possession of any Collateral, proceeding without judicial process or
      by
      judicial process (without a prior hearing or notice thereof, which the Debtor
      hereby expressly waives), and the right to sell, lease or otherwise dispose
      of
      any or all of the Collateral, and in connection therewith, the Secured Party
      may
      require the Debtor to make the Collateral available to the Secured Party at
      a
      place to be designated by the Secured Party which is reasonably convenient
      to
      both parties, and if notice to the Debtor of any intended disposition of
      Collateral or any other intended action is required by law in a particular
      instance, such notice shall be deemed commercially reasonable if given (in
      the
      manner specified in Section 9) at least ten (10) days prior to the date of
      intended disposition or other action; (ii) exercise or enforce any or all
      other rights or remedies available to the Secured Party by law or agreement
      against the Collateral, against the Debtor or against any other Person or
      property. The Secured Party is hereby granted a nonexclusive, worldwide and
      royalty-free license to use or otherwise exploit all Intellectual Property
      Rights owned by or licensed to the Debtor that the Secured Party deems necessary
      or appropriate to the disposition of any Collateral; and (iii) exercise or
      enforce any or all other rights or remedies available to the Secured Party
      by
      law or agreement against the Collateral, against the Debtor or against any
      other
      person or property.

     

    8. Other
      Personal Property.
      Unless
      at the time the Secured Party takes possession of any tangible Collateral,
      or
      within seven days thereafter, the Debtor gives written notice to the Secured
      Party of the existence of any goods, papers or other property of the Debtor,
      not
      affixed to or constituting a part of such Collateral, but which are located
      or
      found upon or within such Collateral, describing such property, the Secured
      Party shall not be responsible or liable to the Debtor for any action taken
      or
      omitted by or on behalf of the Secured Party with respect to such
      property.

     

    
      
         

      

      
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    9. Notices;
      Requests for Accounting.
      All
      notices and other communications hereunder shall be in writing and shall be
      (a) personally delivered, (b) sent by first class United States mail,
      (c) sent by overnight courier of national reputation, or
      (d) transmitted by telecopy, in each case addressed or telecopied to the
      party to whom notice is being given at its address or telecopier number as
      set
      forth below its signature or, as to each party, at such other address or
      telecopier number as may hereafter be designated by such party in a written
      notice to the other party complying as to delivery with the terms of this
      Section. All such notices, requests, demands and other communications shall
      be
      deemed to have been given on (i) the date received if personally delivered,
      (ii) when deposited in the mail if delivered by mail, (iii) the date
      sent if sent by overnight courier, or (iv) the date of transmission if
      delivered by telecopy. All requests under Section 9-210 of the UCC
      (i) shall be made in a writing signed by an authorized Person,
      (ii) shall be personally delivered, sent by registered or certified mail,
      return receipt requested, or by overnight courier of national reputation
      (iii) shall be deemed to be sent when received by the Secured Party and
      (iv) shall otherwise comply with the requirements of Section 9-210. The Debtor
      requests that the Secured Party respond to all such requests which on their
      face
      appear to come from an authorized individual and releases the Secured Party
      from
      any liability for so responding. The Debtor shall pay Secured Party the maximum
      amount allowed by law for responding to such requests.

     

    10. Miscellaneous.
      This
      Agreement has been duly and validly authorized by all necessary corporate
      action. This Agreement does not contemplate a sale of accounts, or chattel
      paper. This Agreement can be waived, modified, amended, terminated or
      discharged, and the Security Interest can be released, only explicitly in a
      writing signed by the Secured Party, and, in the case of amendment or
      modification, in a writing signed by the Debtor. A waiver signed by the Secured
      Party shall be effective only in the specific instance and for the specific
      purpose given. Mere delay or failure to act shall not preclude the exercise
      or
      enforcement of any of the Secured Party’s rights or remedies. All rights and
      remedies of the Secured Party shall be cumulative and may be exercised
      singularly or concurrently, at the Secured Party’s option, and the exercise or
      enforcement of any one such right or remedy shall neither be a condition to
      nor
      bar the exercise or enforcement of any other. The Secured Party’s duty of care
      with respect to Collateral in its possession (as imposed by law) shall be deemed
      fulfilled if the Secured Party exercises reasonable care in physically
      safekeeping such Collateral or, in the case of Collateral in the custody or
      possession of a bailee or other third person, exercises reasonable care in
      the
      selection of the bailee or other third person, and the Secured Party need not
      otherwise preserve, protect, insure or care for any Collateral. The Secured
      Party shall not be obligated to preserve any rights the Debtor may have against
      prior parties, to realize on the Collateral at all or in any particular manner
      or order, or to apply any cash proceeds of Collateral in any particular order
      of
      application. This Agreement shall be binding upon and inure to the benefit
      of
      the Debtor and the Secured Party and their respective successors and assigns
      and
      shall take effect when signed by the Debtor and delivered to the Secured Party,
      and the Debtor waives notice of the Secured Party’s acceptance hereof. The
      Secured Party may execute this Agreement if appropriate for the purpose of
      filing, but the failure of the Secured Party to execute this Agreement shall
      not
      affect or impair the validity or effectiveness of this Agreement. A carbon,
      photographic or other reproduction of this Agreement or of any financing
      statement signed by the Debtor shall have the same force and effect as the
      original for all purposes of a financing statement. This Agreement shall be
      governed by and construed in accordance with the substantive laws (other than
      conflict laws) of the State of New York. If any provision or application of
      this
      Agreement is held unlawful or unenforceable in any respect, such illegality
      or
      unenforceability shall not affect other provisions or applications which can
      be
      given effect and this Agreement shall be construed as if the unlawful or
      unenforceable provision or application had never been contained herein or
      prescribed hereby. All representations and warranties contained in this
      Agreement shall survive the execution, delivery and performance of this
      Agreement and the creation and payment of the Indebtedness. The parties hereto
      hereby (i) consent to the personal jurisdiction of the state and federal
      courts located in the State of New York in connection with any controversy
      related to this Agreement; (ii) waive any argument that venue in any such
      forum is not convenient, (iii) agree that any litigation initiated by the
      Secured Party or the Debtor in connection with this Agreement or the other
      Loan
      Documents may be venued in either the state or federal courts located in New
      York County, New York; and (iv) agree that a final judgment in any such
      suit, action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

       

    

    11. THE
      PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
      ON OR
      PERTAINING TO THIS AGREEMENT.


     

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        -10-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      and year first above written.

     

    
      	WELLS FARGO
              BANK,	 	 	 	 
	
              NATIONAL
                ASSOCIATION

            	 	 	PACIFIC
              CMA
              INTERNATIONAL, LLC
	 	 	 	 	 	 
	By:	/s/
              Michelle
              Tawdeen	 	 	By:	/s/
              Alfred
              Lam
	 	
              
Name:
Michelle
              Tawdeen	 	 	 	
              
Name:
              Alfred Lam
	 	Title:
              Vice
              President	 	 	 	
              Title:
                Manager

            
	 	 	 	 	 	 
	 	
              Address:

              119
                West 40th
                Street, 16th
                Floor

              New
                York, New York 10018-2500

              Attention:
                Relationship Manager for Airgate International Corporation

            	 	 	 	
              Address:

              c/o
                Airgate Internatioanl Corporation

              153-04
                Rockaway Boulevard

              Jamaica,
                New York 11434

              Attention:
                Alfred Lam