INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT, dated as of December 4, 2008 (this “ Agreement ”), is entered into by and among the noteholders whose names and addresses are set forth on the signature pages hereto (the “ Noteholders ”).

WHEREAS, Novint Technologies, Inc., a Delaware corporation (the “ Company ”) has issued 8% Senior Secured Promissory Notes (the “ 8% Notes ”) pursuant to that certain Subscription Agreement dated on or around December 4, 2008.

WHEREAS, in the event that the 8% Notes are not repaid within one year from the Initial Closing Date, the Company shall have the option to refinance the Notes and accrued interest by issuing to each of the Noteholders a 10% Convertible Senior Secured Promissory Note (the “ 10% Notes ”).

WHEREAS, the Noteholders agree that the 8% Notes and the 10% Notes (collectively, the “ Notes ”), are secured by the Collateral and the rights and obligations of the Noteholders with respect to the Notes and the Collateral shall be governed by this Agreement.

WHEREAS, each Noteholder recognizes the security interests granted to such Noteholder under the Notes ranks pari passu in right of payment and right of lien priority with the security interests granted by the Company to the other Noteholders and signatories to this Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Defined Terms .  Any and all capitalized terms used herein shall have the meanings ascribed thereto in the Notes or Subscription Agreement, unless specifically defined herein.

 “ Indebtedness ” means all indebtedness and other obligations of the Company to the Noteholders.

“ Insolvency Event ” means any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy.

“ Lien ” means any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights).

“ Paid in Full ” means all principal, interest and fees payable under the Note and all other Secured Obligations shall have been paid in full in cash (other than contingent obligations or indemnification obligations for which no claim has been asserted).

“ Person ” means any person or entity of any nature whatsoever, specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity.

(b)           The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections, clauses and Exhibits shall be construed to refer to Sections and clauses of, and Exhibits to, this Agreement and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any right or interest in or to   assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible .   The Exhibit attached to this Agreement shall be deemed incorporated herein by reference.

2.            Noteholder Rights