INTERCREDITOR
AGREEMENT
This INTERCREDITOR AGREEMENT (this
“ Agreement ”) is made and entered into as of
April 11, 2005, by and between Kevin T. Ryan (“ Ryan
”) and CMKXTREME, Inc., a Nevada corporation (“
CMKX ”).
Preliminary
Statements
A. Ryan
is a secured creditor of Crystalix Group International, Inc.., a
Nevada corporation (“ Debtor ”), and has
extended loans and other financial accommodations to Debtor which
are secured by security interests in certain personal property
assets of Debtor (the “ Collateral ”) as
provided in that certain Security Agreement dated December 23, 2002
(the “ Ryan Security Agreement ”).
B. Debtor
has issued in favor of CMKX a certain Convertible Promissory Note,
in the original principal amount of Two Million Dollars
($2,000,000), dated September 23, 2004 as amended and restated as
of April 11, 2005 (the “ CMKX Note ”). In order
to secure the obligations of Debtor owing to CMKX under the CMKX
Note, Debtor has executed that certain Security Agreement in favor
of CMKX dated April 11, 2005 (the “ CMKX Security
Agreement ).
Agreement
NOW, THEREFORE, in consideration of
CMKX agreeing to amend and restate the CMKX Note, CMKX and Ryan
agree as follows.
1.
Definition of Obligations . The term “
Obligations ” is used in this Agreement in its
broadest and most comprehensive sense and shall mean all present
and future indebtedness of Debtor which may be, from time to time,
directly or indirectly, incurred by Debtor, including interest
(including any interest which, but for the application of the
provisions of the Federal Bankruptcy Code, would have accrued on
such amounts), principal, costs and other charges, and all claims,
rights, causes of action, judgments, decrees, remedies, security
interests or other obligations of any kind whatsoever and howsoever
arising, whether voluntary, involuntary, absolute, contingent or by
operation of law.
2.
Equal Priority of CMKX Liens and Security Interests . All
liens and security interests presently existing or hereafter
obtained by CMKX in any of the Collateral to secure any Obligations
now or hereafter owed by Debtor to CMKX (“ CMKX Liens
”) shall have equal priority with any and all liens and
security interests now or hereafter obtained by Ryan in the
Collateral to secure any Obligations now or hereafter owed by
Debtor to Ryan (“ Ryan Liens ”). The equal
priority established by this Agreement shall be binding upon Ryan
and CMKX notwithstanding the time of attachment or perfection of or
the avoidance of either the Ryan Liens or the CMKX
Liens.
3.
CMKX’s Waivers
. CMK
