VOTING AGREEMENT

VOTING AGREEMENT

VOTING AGREEMENT dated as of July       , 2008, by and among the undersigned holders (each, a “ Shareholder ”) of shares of common stock of The X-Change Corporation (the “ Company Common Stock ”) for the benefit of Samson Investment Company, a Nevada corporation, Ironman PI Fund (QP), L.P., a Texas limited partnership, and John Thomas Bridge and Opportunity Fund, LP, a Delaware limited partnership (each a “ Purchaser ” and collectively, the “ Purchasers ”) as follows:

WHEREAS, on December 4, 2007, pursuant to that certain Securities Purchase Agreement by and among the Purchasers, the Company and AirGATE Technologies, Inc. (as amended, modified or supplemented from time to time, the “ Purchase Agreement ”) the Company sold to the Purchasers (i) an aggregate principal amount of $1,800,000 of the Company’s Senior Secured Convertible Term Notes bearing an annual interest rate of 8% with a maturity date of five (5) years from the date of issuance (as amended, restated, amended and restated, modified or supplemented from time to time the “ Tranche A Notes ”), which are convertible into shares of the Company Common Stock and (ii) warrants to purchase 4,500,000 shares of the Company Common Stock (collectively, the “ Tranche A Warrants ”); and

WHEREAS, pursuant to the Purchase Agreement, the Company desires to sell to the Purchasers (i) an aggregate principal amount of $1,800,000 of the Company’s Senior Secured Convertible Term Notes bearing an annual interest rate of 8% with a maturity date of five (5) years from the date of issuance (the “ Tranche B Notes ” and, together with the Tranche A Notes, the “ Notes ”), which are convertible into shares of the Company Common Stock, (ii) warrants to purchase up to 25,714,286 shares of the Company Common Stock (collectively, the “ Tranche B Warrants ” and, together with the Tranche A Warrants, the “ Warrants ”), and (iii) 16,714,286 shares of the Company Common Stock (the “ Tranche B Shares ”); and

WHEREAS, there are currently insufficient shares of the Company Common Stock authorized under the Company’s Articles of Incorporation for the Company to comply with its obligations to issue shares of Company Common Stock upon conversion of the Notes and exercise of the Warrants; and

WHEREAS, the Purchase Agreement provides that the Company will promptly call a special meeting of its stockholders for the purpose of voting to amend the Company’s Articles of Incorporation to increase the number of authorized shares of the Company Common Stock so that the Company will have an adequate reserve from its duly authorized shares of Company Common Stock to comply with its obligations to issue shares of Company Common Stock upon conversion of the Notes and exercise of the Warrants; and

WHEREAS, as a material inducement to the purchase by the Purchasers of the Tranche B Notes, the Tranche B Warrants, and the Tranche B Shares, the Shareholders wish to evidence their obligation to vote all shares of Company Common Stock that the Shareholders own or are otherwise entitled to vote to approve the amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company Common Stock so that the Company will have an adequate reserve from its duly authorized shares of Company Common Stock to comply with its obligations under the Notes and Warrants.

NOW, THEREFORE, the Shareholders agree as follows:

1. Each Shareholder hereby agrees to vote the shares