Exhibit
      10.40

     

     

    COLLATERAL
      PLEDGE AGREEMENT

     

     

    Date:
      April 6, 2007 

    


    
      	
              DEBTOR:

            	 	
              Pacific
                CMA International, LLC

            
	 	 	
              153-04
                Rockaway Boulevard

            
	 	 	
              Jamaica,
                New York 11434

            
	 	 	
              Telecopier
                No. 718-949-6260

            
	
              SECURED
                PARTY:

            	 	
              Wells
                Fargo Bank, National Association, acting through its Wells Fargo
                Business
                Credit operating division

            
	 	 	
              119
                West 40th
                Street 16th
                Floor

            
	 	 	
              New
                York, New York 10018-2500

            


    

    


     1. Security
      Interest and Collateral.
      To
      secure the payment and performance of the Indebtedness (as defined below) which
      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”) may
      now
      or at any time hereafter owe to the Secured Party, the Debtor hereby grants
      the
      Secured Party a security interest (herein called the “Security Interest”) in
 all
      property of any kind now or at any time hereafter owned by the Debtor, or in
      which the Debtor may now or hereafter have an interest, which may now be or
      may
      at any time hereafter (i) come into the possession or control of the
      Secured Party or into the possession or control of the Secured Party’s agents or
      correspondents, whether such possession or control is given for collateral
      purposes or for safekeeping; or (ii) be transferred or assigned to the
      Secured Party by any means permitted under Article 8 of the Uniform Commercial
      Code including, but not limited to, (A) those shares of stock held by Debtor
      and
      listed on Schedule 1 hereto and any certificates representing such shares,
      (B)
      the limited liability company membership interests held by Debtor and listed
      on
      Schedule 1 hereto and any certificates representing such interests and all
      of
      Debtor’s rights, powers and remedies under each operating agreement or limited
      liability company agreement relating to such interests, and (C) all dividends,
      distributions, cash, instruments and other property of proceeds from time to
      time received, receivable or otherwise distributed in respect of or in exchange
      for any or all such shares or interests, together with all rights in connection
      with such property (the “Collateral”). "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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2. Representations,
      Warranties and Covenants.
      The
      Debtor represents, warrants and covenants that:

     

    (a) The
      Debtor will duly endorse, in blank, each and every instrument constituting
      Collateral by signing on said instrument or by signing a separate document
      of
      assignment or transfer, if required by the Secured Party.

     

    (b) The
      Debtor is the owner of the Collateral free and clear of all liens, encumbrances,
      security interests and restrictions, except the Security Interest, a security
      interest granted by Debtor to BHC Interim Funding, L.P. and any restrictive
      legend appearing on any instrument constituting Collateral.

     

    (c) The
      Debtor will keep the Collateral free and clear of all liens, encumbrances and
      security interests, except the Security Interest, the security interest granted
      by Debtor to BHC Interim Funding, L.P. and any restrictive legend appearing
      on
      any instrument constituting Collateral.

     

    (d) The
      Debtor will pay, when due, all taxes and other governmental charges levied
      or
      assessed upon or against any Collateral.

     

    (e) At
      any
      time, upon request by the Secured Party, the Debtor will deliver to the Secured
      Party all notices, financial statements, reports or other communications
      received by the Debtor as an owner or holder of the Collateral.

     

    (f) The
      Debtor will upon receipt deliver to the Secured Party in pledge as additional
      Collateral all securities distributed on account of the Collateral such as
      stock
      dividends and securities resulting from stock splits, reorganizations and
      recapitalizations.

     

    3. Rights
      of the Secured Party.
      The
      Debtor agrees that the Secured Party may at any time, whether before or after
      the occurrence of an Event of Default and without notice or demand of any kind,
      (i) notify the obligor on or issuer of any Collateral to make payment to
      the Secured Party of any amounts due or distributable thereon; (ii) in the
      Debtor’s name or the Secured Party’s name enforce collection of any Collateral
      by suit or otherwise, or surrender, release or exchange all or any part of
      it,
      or compromise, extend or renew for any period any obligation evidenced by the
      Collateral; (iii) receive all proceeds of the Collateral; and
      (iv) hold any increase or profits received from the Collateral as
      additional security for the Indebtedness, except that any money received from
      the Collateral shall, at the Secured Party’s option, be applied in reduction of
      the Indebtedness, in such order of application as the Secured Party may
      determine, or be remitted to the Debtor.

     

    4. Events
      of Default.
      Each of
      the following occurrences shall constitute an event of default under this
      Agreement (herein called “Event of Default”): (i) the Debtor shall
      fail to observe or perform any covenant or agreement herein binding on it;
      (ii)
      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; (iii) an “Event of Default”, as defined in any credit agreement or
      other instrument or agreement evidencing or governing any or all of the
      Indebtedness, shall occur.

     

    
      
         

      

      
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    5. 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 or remedies: (i)
      exercise all voting and other rights as a holder of the Collateral; (ii)
      exercise and enforce any or all rights and remedies available upon default
      to a
      secured party under the Uniform Commercial Code as in effect from time to time
      in the state of New York, including the right to offer and sell the Collateral
      privately to purchasers who will agree to take the Collateral for investment
      and
      not with a view to distribution and who will agree to the imposition of
      restrictive legends on the certificates representing the Collateral, and the
      right to arrange for a sale which would otherwise qualify as exempt from
      registration under the Securities Act of 1933; and if notice to the Debtor
      of
      any intended disposition of the Collateral or any other intended action is
      required by law in a particular instance, such notice shall be deemed
      commercially reasonable if given at least 10 calendar days prior to the date
      of
      intended disposition or other action; 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.

     

    
      
         

      

      
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    6. Miscellaneous.
      Any
      disposition of the Collateral in the manner provided in Section 5 shall be
      deemed commercially reasonable. 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. 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. All notices
      to be
      given to the Debtor shall be deemed sufficiently given if delivered or mailed
      by
      registered or certified mail, postage prepaid, or by telecopier to the Debtor
      at
      its address or telecopier number, as the case may be, set forth above or at
      the
      most recent address or telecopier number shown on the Secured Party’s records.
      All requests under Section 9-210 of the Uniform Commercial Code (i) shall
      be made in a writing signed by a person duly authorized by Debtor,
      (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. 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 exercise at all or in any particular manner any voting rights
      which may be available with respect to any Collateral, 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. The Debtor will
      reimburse the Secured Party for all expenses (including reasonable attorneys’
fees and legal expenses) incurred by the Secured Party in the protection,
      defense or enforcement of the Security Interest, including expenses incurred
      in
      any litigation or bankruptcy or insolvency proceedings. This Agreement shall
      be
      binding upon and inure to the benefit of the Debtor and the Secured Party and
      their respective heirs, representatives, 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. 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.
      If this Agreement is signed by more than one person as the Debtor, the term
      “Debtor” shall refer to each of them separately and to both or all of them
      jointly; all such persons shall be bound both severally and jointly with the
      other(s); and the Indebtedness shall include all debts, liabilities and
      obligations owed to the Secured Party by any Debtor solely or by both or several
      or all Debtors jointly or jointly and severally, and all property described
      in
      Section 1 shall be included as part Collateral, whether it is owned jointly
      by
      both or all Debtors or is owned in whole or in part by one (or more) of them.
      This Agreement shall be governed by the internal laws (other than conflict
      laws)
      of the state of New York and, unless the context otherwise requires, all terms
      used herein which are defined in Articles 1 and 9 of the Uniform Commercial
      Code, as in effect in New York, shall have the meanings therein stated. Each
      party consents 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, waives any argument that venue in any such forum is not
      convenient, and agrees that any litigation initiated by any of them in
      connection with this Agreement may be venued in either the state and federal
      courts located in New York County, New York. 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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    IN
      WITNESS WHEREOF, this Agreement has been executed by the Debtor as of the date
      set forth above.

    
      	 	 	 
	 	
              PACIFIC
                CMA INTERNATIONAL, LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/ Alfred
              Lam
	 	
              

              Name:
                Alfred Lam

            
	 	
              Title: Manager

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
      1

    To
      Collateral Pledge Agreement

    


    
      	
               

              Pledged
                Entity

            	 	
               

              Class
                of Stock

            	 	
              Certificate

              Number(s)

            	 	
              Number

              of
                Shares

            
	
              Airgate
                International Corporation

            	 	
              Common
                Shares

            	 	
              C-1

               

              C-2

            	 	
              81

               

              2,025

            
	 	 	 	 	 	 	 
	
              Paradigm
                International, Inc.

            	 	
              Common
                Shares

            	 	
              2

            	 	
              100