Exhibit
      10.36

     

    GUARANTY

     

    THIS
      GUARANTY,
      dated
      as of April 6, 2007, is made by ALFRED LAM (the “Guarantor”) for the benefit of
      Wells Fargo Bank, National Association (with its participants, successors and
      assigns, the “Lender”), acting through its Wells Fargo Business Credit operating
      division.

     

    The
      Lender and Airgate
      International Corporation, a New York corporation, Airgate International
      Corporation (Chicago), an Illinois corporation, and Paradigm
      International Inc., a Florida corporation (collectively
      and individually referred to as the “Borrowers”),
      are
      parties 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”) pursuant to which the Lender may make advances and extend other
      financial accommodations to the Borrowers.

     

    As
      a
      condition to extending such credit to the Borrowers, the Lender has required
      the
      execution and delivery of this Guaranty.

     

    ACCORDINGLY,
      the Guarantor, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      hereby agrees as follows:

     

    1. Definitions.
      All
      terms defined in the Credit Agreement that are not otherwise defined herein
      shall have the meanings given them in the Credit Agreement.

     

    2. Indebtedness
      Guaranteed.
      The
      Guarantor hereby absolutely and unconditionally guarantees to the Lender the
      full and prompt payment when due, whether at maturity or earlier by reason
      of
      acceleration or otherwise, of the Indebtedness.

     

    3. Unconditional
      Guaranty.
      No act
      or thing need occur to establish the liability of the Guarantor hereunder,
      and
      no act or thing, except full payment and discharge of all of the Indebtedness,
      shall in any way exonerate the Guarantor hereunder or modify, reduce, limit
      or
      release the Guarantor’s liability hereunder. This is an absolute, unconditional
      and continuing guaranty of payment of the Indebtedness and shall continue to
      be
      in force and be binding upon the Guarantor, whether or not all of the
      Indebtedness is paid in full, until this Guaranty is revoked prospectively
      as to
      future transactions, by written notice actually received by the Lender, and
      such
      revocation shall not be effective as to the amount of Indebtedness existing
      or
      committed for at the time of actual receipt of such notice by the Lender, or
      as
      to any renewals, extensions, refinancings or refundings thereof. The death
      or
      incompetence of the Guarantor shall not revoke this Guaranty, except upon actual
      receipt of written notice thereof by the Lender and only prospectively, as
      to
      future transactions, as herein set forth.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Death
      or Insolvency of Guarantor.
      If the
      Guarantor shall die or shall be or become insolvent (however defined), then
      the
      Lender shall have the right to declare immediately due and payable, and the
      Guarantor will forthwith pay to the Lender, the full amount of all of the
      Indebtedness whether due and payable or unmatured. If the Guarantor voluntarily
      commences or there is commenced involuntarily against the Guarantor a case
      under
      the United States Bankruptcy Code, the full amount of all of the Indebtedness,
      whether due and payable or unmatured, shall be immediately due and payable
      without demand or notice thereof.

     

    5. Limited
      Guaranty.
      Notwithstanding the aggregate amount of the Indebtedness which may from time
      to
      time be outstanding, the liability of the Guarantor hereunder shall be limited
      to a principal amount of One Million Five Hundred Thousand Dollars ($1,500,000),
      plus accrued interest thereon and all attorneys’ fees, collection costs and
      enforcement expenses referable thereto. The Indebtedness may be created and
      continued in any amount, whether or not in excess of such principal amount,
      without affecting or impairing the Guarantor’s liability hereunder, and the
      Lender may pay (or allow for the payment of) the excess out of any sums received
      by or available to the Lender on account of the Indebtedness from the Borrowers
      or any other person (except the Guarantor), from their properties, out of any
      collateral security or from any other source, and such payment (or allowance)
      shall not reduce, affect or impair the Guarantor’s liability hereunder. Any
      payment made by the Guarantor under this Guaranty shall be effective to reduce
      or discharge such liability only if accompanied by a written transmittal
      document, received by the Lender, advising the Lender that such payment is
      made
      under this Guaranty for such purpose.

     

    6. Subrogation.
      The
      Guarantor will not exercise or enforce any right of contribution, reimbursement,
      recourse or subrogation available to the Guarantor as to any of the
      Indebtedness, or against any person liable therefor, or as to any collateral
      security therefor, unless and until all of the Indebtedness shall have been
      fully paid and discharged.

     

    7. Enforcement
      Expenses.
      The
      Guarantor will pay or reimburse the Lender for all costs, expenses and
      reasonable attorneys’ fees paid or incurred by the Lender in endeavoring to
      collect and enforce the Indebtedness and in enforcing this
      Guaranty.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    8. Lender’s
      Rights.
      The
      Lender shall not be obligated by reason of its acceptance of this Guaranty
      to
      engage in any transactions with or for the Borrowers. Whether or not any
      existing relationship between the Guarantor and the Borrowers has been changed
      or ended and whether or not this Guaranty has been revoked, the Lender may
      enter
      into transactions resulting in the creation or continuance of the Indebtedness
      and may otherwise agree, consent to or suffer the creation or continuance of
      any
      of the Indebtedness, without any consent or approval by the Guarantor and
      without any prior or subsequent notice to the Guarantor. The Guarantor’s
      liability shall not be affected or impaired by any of the following acts or
      things (which the Lender is expressly authorized to do, omit or suffer from
      time
      to time, both before and after revocation of this Guaranty, without consent
      or
      approval by or notice to the Guarantor): (i) any acceptance of collateral
      security, guarantors, accommodation parties or sureties for any or all of the
      Indebtedness; (ii) one or more extensions or renewals of the Indebtedness
      (whether or not for longer than the original period) or any modification of
      the
      interest rates, maturities, if any, or other contractual terms applicable to
      any
      of the Indebtedness or any amendment or modification of any of the terms or
      provisions of any loan agreement or other agreement under which the Indebtedness
      or any part thereof arose; (iii) any waiver or indulgence granted to the
      Borrowers, any delay or lack of diligence in the enforcement of the Indebtedness
      or any failure to institute proceedings, file a claim, give any required notices
      or otherwise protect any of the Indebtedness; (iv) any full or partial
      release of, compromise or settlement with, or agreement not to sue, the
      Borrowers or any guarantor or other person liable in respect of any of the
      Indebtedness; (v) any release, surrender, cancellation or other discharge
      of any evidence of the Indebtedness or the acceptance of any instrument in
      renewal or substitution therefor; (vi) any failure to obtain collateral
      security (including rights of setoff) for the Indebtedness, or to see to the
      proper or sufficient creation and perfection thereof, or to establish the
      priority thereof, or to preserve, protect, insure, care for, exercise or enforce
      any collateral security; or any modification, alteration, substitution,
      exchange, surrender, cancellation, termination, release or other change,
      impairment, limitation, loss or discharge of any collateral security;
      (vii) any collection, sale, lease or disposition of, or any other
      foreclosure or enforcement of or realization on, any collateral security;
      (viii) any assignment, pledge or other transfer of any of the Indebtedness
      or any evidence thereof; (ix) any manner, order or method of application of
      any payments or credits upon the Indebtedness; and (x) any election by the
      Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor
      waives any and all defenses and discharges available to a surety, guarantor
      or
      accommodation co-obligor.

     

    9. Waivers
      by Guarantor.
      The
      Guarantor waives any and all defenses, claims, setoffs and discharges of the
      Borrowers, or any other obligor, pertaining to the Indebtedness, except the
      defense of discharge by payment in full. Without limiting the generality of
      the
      foregoing, the Guarantor will not assert, plead or enforce against the Lender
      any defense of waiver, release, discharge or disallowance in bankruptcy, statute
      of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud,
      incapacity, minority, usury, illegality or unenforceability which may be
      available to the Borrowers or any other person liable in respect of any of
      the
      Indebtedness, or any setoff available against the Lender to the Borrowers or
      any
      other such person, whether or not on account of a related transaction. The
      Guarantor expressly agrees that the Guarantor shall be and remain liable for
      any
      deficiency remaining after foreclosure of any mortgage or security interest
      securing the Indebtedness, whether or not the liability of the Borrowers or
      any
      other obligor for such deficiency is discharged pursuant to statute or judicial
      decision. The liability of the Guarantor shall not be affected or impaired
      by
      any voluntary or involuntary liquidation, dissolution, sale or other disposition
      of all or substantially all the assets, marshalling of assets and liabilities,
      receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
      reorganization, arrangement, composition or readjustment of, or other similar
      event or proceeding affecting, the Borrowers or any of their assets. The
      Guarantor will not assert, plead or enforce against the Lender any claim,
      defense or setoff available to the Guarantor against the Borrowers. The
      Guarantor waives presentment, demand for payment, notice of dishonor or
      nonpayment and protest of any instrument evidencing the Indebtedness. The Lender
      shall not be required first to resort for payment of the Indebtedness to the
      Borrowers or other persons, or their properties, or first to enforce, realize
      upon or exhaust any collateral security for the Indebtedness, before enforcing
      this Guaranty.

     

    
      
        
        

      

      
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    10. If
      Payments Set Aside, etc.
      If any
      payment applied by the Lender to the Indebtedness is thereafter set aside,
      recovered, rescinded or required to be returned for any reason (including,
      without limitation, the bankruptcy, insolvency or reorganization of the
      Borrowers or any other obligor), the Indebtedness to which such payment was
      applied shall for the purpose of this Guaranty be deemed to have continued
      in
      existence, notwithstanding such application, and this Guaranty shall be
      enforceable as to such Indebtedness as fully as if such application had never
      been made.

     

    11. Additional
      Obligation of Guarantor.
      The
      Guarantor’s liability under this Guaranty is in addition to and shall be
      cumulative with all other liabilities of the Guarantor to the Lender as
      guarantor, surety, endorser, accommodation co-obligor or otherwise of any of
      the
      Indebtedness or obligation of the Borrowers, without any limitation as to
      amount, unless the instrument or agreement evidencing or creating such other
      liability specifically provides to the contrary.

     

    12. Financial
      Information.
      The
      Guarantor will provide to the Lender annually a personal financial statement
      prepared as of December 31st
      listing
      all assets, liabilities and net worth of the Guarantor and copies of his federal
      and state tax returns and all schedules thereto. The statement will be signed
      and dated and will be forwarded with the tax returns to the Lender not later
      than April 30th of each year. The Guarantor acknowledges and agrees that
      the Lender may at any time and from time to time without notice to the
      Guarantor, investigate the Guarantor’s background, personal and credit history
      and perform other due diligence concerning the Guarantor and his
      creditworthiness and, in its discretion, conduct an “investigative consumer
      report” (as defined in the Fair Credit Reporting Act) which may include, among
      other things, interviews with persons acquainted with the Guarantor, and other
      potentially intrusive investigative techniques.

     

    13. No
      Duties Owed by Lender.
      The
      Guarantor acknowledges and agrees that the Lender (i) has not made any
      representations or warranties with respect to, (ii) does not assume any
      responsibility to the Guarantor for, and (iii) has no duty to provide
      information to the Guarantor regarding, the enforceability of any of the
      Indebtedness or the financial condition of the Borrowers or any guarantor.
      The
      Guarantor has independently determined the creditworthiness of the Borrowers
      and
      the enforceability of the Indebtedness and until the Indebtedness is paid in
      full will independently and without reliance on the Lender continue to make
      such
      determinations.

     

    14. Governing
      Law; Consent to Jurisdiction.

     

    (a) This
      Guaranty is to be executed and delivered within the State of New York is to
      be
      principally performed within the State of New York, and the Guarantor
      acknowledges and agrees that the laws of the State of New York shall govern
      the
      construction of this Guaranty and the rights, remedies, warranties,
      representations, covenants, and provisions hereof without giving effect to
      the
      conflict of laws rules of the State of New York.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (b) Any
      legal
      action or proceeding with respect to this Guaranty or any other document,
      instrument, writing or agreement related hereto, may be brought in the courts
      of
      the State of New York or of the United States for the Southern District of
      New
      York and, by execution and delivery of this Guaranty, the Guarantor hereby
      irrevocably accepts for itself in respect of its property, generally and
      unconditionally, the jurisdiction of the aforesaid courts. The Guarantor further
      irrevocably consents to the service of process out of any of the aforementioned
      courts and in any action or proceeding by the mailing of copies thereof by
      registered or certified mail, postage prepaid, to the Guarantor at its address
      set forth on the signature page hereof, such service to become effective thirty
      (30) days after Guarantor has received or has refused to accept delivery of
      same. Nothing contained herein shall affect the right of the Lender to service
      of process in any other manner permitted by law or to commence any legal
      proceedings or otherwise proceed against the Guarantor in any
      jurisdiction.

     

    (c) The
      Guarantor hereby waives any rights it may have to transfer or change the venue
      of any litigation brought against it by the Lender which is in any way related
      to this Guaranty or any other document, instrument, writing or agreement related
      hereto.

     

    (d) The
      Guarantor further agrees that final judgment against it in any action, suit
      or
      proceeding referred to herein shall be conclusive and may be enforced in any
      other jurisdiction, within or outside the United States of America, by suit
      on
      the judgment, a certified or exemplified copy of which shall be conclusive
      evidence of the fact and of the amount of its indebtedness.

     

    (e) The
      provisions of this Section 14 shall survive the repayment of the Indebtedness
      of
      the Borrowers to the Lender and the termination of this Guaranty.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    15. Agent
      for Process.
      The
      Guarantor hereby irrevocably designates and appoints Ling Kwok 
      (the
“Process Agent”) with an address 70 West 40th
      Street,
      11th
      Floor,
      New York, New York 10018, as the designee, appointee and agent of the Guarantor
      to receive, accept and acknowledge for and on behalf of the Guarantor and its
      property service of any and all legal process, summons, notices and documents
      which may be served in any such action, suit or proceeding in the case of United
      States Courts for the Southern District of New York and the courts of the State
      of New York, which service may be made on such designee, appointee and agent
      in
      accordance with legal procedures prescribed for such courts. The appointment
      by
      Guarantor of the Process Agent or any other process agent hereunder and
      acceptance thereof by the Process Agent or any other process agent shall be
      evidenced by a Process Agent Appointment Form, fully executed, substantially
      in
      the form of Exhibit A hereto. It is agreed that if any legal process, summons,
      notice or document shall be served upon the Process Agent with respect to the
      Guarantor in connection herewith, notice thereof shall promptly be provided
      to
      the Guarantor at the address set forth on the signature page hereof; provided,
      that the failure to provide any such notice shall not affect the validity of
      such service upon the Process Agent. The Guarantor agrees to take any and all
      such action necessary to continue such designation in full force and effect
      and
      to advise the Lender of any change of address of such designee, appointee and
      agent; and should said designee, appointee and agent become unavailable for
      this
      purpose for any reason, the Guarantor shall, within two (2) Business Days (as
      such term is defined in the Loan Agreement), (i) designate a new designee,
      appointee and agent within the State of New York which shall consent to act
      as
      such, with the powers and for the purposes specified in this Section, and
      (ii) deliver to Lender a new fully executed Process Agent Appointment Form.
      The Guarantor (for itself and for the Process Agent) further irrevocably
      consents and agrees to the service of any and all legal process, summons,
      notices, and documents out of any of the aforesaid courts in any such action,
      suit or proceeding by personal delivery to its offices set forth with its
      signature below or by sending copies thereof by United States registered or
      certified mail, postage prepaid, or by overnight mail or by courier, to the
      Guarantor at its address set forth on the signature page hereof or to its then
      designee, appointee and agent for service. The Guarantor agrees that service
      upon it or its Process Agent as provided for herein shall constitute a valid
      and
      effective personal service upon it and that the failure of any such Process
      Agent to give any notice of such service to it shall not impair or affect in
      any
      way the validity of such service. Nothing herein contained shall, or shall
      be
      construed so as to, limit the right of the Lender to bring actions, suits or
      proceedings with respect to the obligations and liabilities of the Guarantor
      under, or any other matter arising out of or in connection with, the Loan
      Documents, or for recognition or enforcement of any judgment rendered in any
      such action, suit or proceeding, in the courts of whatever jurisdiction in
      which
      the office of the Lender may be located or assets of the Guarantor may be found
      or otherwise shall to the Lender seem appropriate, or to affect the right to
      service of process in any jurisdiction in any other manner permitted by the
      law.

     

    16. Judgment
      Currency.
      If, for
      the purposes of obtaining judgment in any court in any jurisdiction with respect
      to this Guaranty or any other Loan Document, it becomes necessary to convert
      into the currency of such jurisdiction (the “Judgment Currency”) any amount due
      under this Guaranty or under any other Loan Document in any currency other
      than
      the Judgment Currency (the “Currency Due”), the parties agree that the rate of
      exchange used shall be the rate of exchange on the Business Day before the
      day
      on which judgment is given. For this purpose “rate of exchange” means the rate
      at which Lender is able, on the relevant date, to purchase the Currency Due
      with
      the Judgment Currency in accordance with its normal practice in New York City.
      In the event that there is a change in the rate of exchange prevailing between
      the Business Day before the day on which the judgment is given and the date
      of
      receipt by Lender of the amount due, the Guarantor will, on the date of receipt
      by Lender, pay such additional amounts, if any, or be entitled to receive
      reimbursement of such amount, if any, as may be necessary to ensure that the
      amount received by Lender on such date is the amount in the Judgment Currency
      which when converted at the rate of exchange prevailing on the date of receipt
      by Lender is the amount then due under this Guaranty or such other Loan Document
      in the Currency Due. If the amount of the Currency Due which Lender is so able
      to purchase is less than the amount of the Currency Due originally due to it,
      the Guarantor shall indemnify and save Lender harmless from and against all
      loss
      or damage arising as a result of such deficiency. This indemnity shall
      constitute an obligation separate and independent from the other obligations
      contained in this Guaranty and the other Loan Documents, shall give rise to
      a
      separate and independent cause of action, shall apply irrespective of any
      indulgence granted by Lender from time to time, shall continue in full force
      and
      effect notwithstanding any judgment or order for a liquidated sum in respect
      of
      an amount due under this Guaranty or any other Loan Document or under any
      judgment or order.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    17. Miscellaneous.
      This
      Guaranty shall be effective upon delivery to the Lender, without further act,
      condition or acceptance by the Lender, shall be binding upon the Guarantor
      and
      the heirs, representatives, successors and assigns of the Guarantor and shall
      inure to the benefit of the Lender and its participants, successors and assigns.
      Any invalidity or unenforceability of any provision or application of this
      Guaranty shall not affect other lawful provisions and application thereof,
      and
      to this end the provisions of this Guaranty are declared to be severable. This
      Guaranty may not be waived, modified, amended, terminated, released or otherwise
      changed except by a writing signed by the Guarantor and the Lender.

     

    18. Waiver
      of Jury Trial.
      THE
      GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM ARISING OUT OF, BASED ON OR PERTAINING TO THIS
      GUARANTY.


     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor as of
      the
      date first written above.

     

    
      	 	 	 
	 	  	/s/ Alfred
              Lam
	 	
              
Alfred
              Lam
	 	 
	 	 Address:
	 	 11/F., Watson Centre   
	 	 16-22
              Kung Yip Street, Kwai Chung, 
	 	 New Territories, Hong
              Kong


    

     

    HONG
      KONG                       )

    SAR                                      
      )

     

    The
      foregoing instrument was acknowledged before me the 10th
      day of
      April, 2007, by Alfred Lam.

     

    
      	 	 	 
	 	  	/s/ Cheung
              Kai Wai Francis 
	 	
              
Notary
              Public, Hong Kong SAR
	 	Messrs.
              Liu, Chan and Lam,
	 	Solicitors
              and Notaries


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PROCESS
      AGENT APPOINTMENT FORM

                        April
      6,
      2007

     

    
      	To:	
               Wells
                Fargo Bank, National Association

            


      	 	 119 West 40th
              Street, 16th
              Floor


      	 	 New York, New York
              10018


    

     

    
      	 	
              Re:

            	
              Guaranty
                dated April 6, 2007 (the "Guaranty") by Alfred Lam (“Guarantor”) in favor
                of Wells Fargo Bank, National Association (the
                “Lender”)

            


    

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to Section
      15
      of the
      Guaranty. Pursuant thereto, the undersigned Guarantor hereby appoints Ling
      Kwok
      with his office at 70 West 40th
      Street,
      11th
      Floor,
      New York, New York 10018-2500, as its Process Agent for the purposes set forth
      in the Guaranty. The undersigned Process Agent acknowledges receipt of a copy
      of
      the Guaranty and agrees to serve in such capacity as Process Agent. Process
      Agent agrees to give sixty (60) days prior written notice to Lender at its
      office located at 119 West 40th
      Street,
      16th
      Floor,
      New York, New York 10018-2500 or to such other address as to which Lender shall
      have notified Process Agent and the Guarantor of any change of his address
      or
      his proposed resignation as Process Agent. As long as Process Agent shall serve
      in its capacity as such, Process Agent shall maintain his address in the State
      of New York.

     

    
      	 	 	 
	 	 	 Very
              truly yours,
	 	 	 
	 	  	/s/ Alfred
              Lam    
	 	
              
Alfred
              Lam
	 	 



      	 Agreed and Accepted	 	 	 
	
              
                

              

               Process
                Agent

            	 	 	 
	
               

            	 	 	 
	By:
/s/
              Ling Kwok    	 	 	 
	
              
                

              

              Ling
                Kwok