INTERCREDITOR AGREEMENT

Exhibit 10.3

INTERCREDITOR AGREEMENT

by and among

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee and Collateral Agent

THE SENIOR NOTEHOLDERS

Named Herein

and

GLOBIX CORPORATION

Dated as of December 13, 2005

TABLE OF CONTENTS

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT, dated as of December 13, 2005, among the Senior Noteholders whose names are set forth on the signature pages hereof, HSBC BANK USA, NATIONAL ASSOCIATION (as successor to HSBC Bank USA), as Trustee and Collateral Agent (the “ Collateral Agent ”), and GLOBIX CORPORATION, a Delaware corporation (“Globix”).

W I T N E S S E T H :

WHEREAS, Globix, certain Subsidiary Guarantors and the Trustee have entered into that certain Indenture dated as of April 23, 2002, as supplemented by the First Supplemental Indenture dated as of June 17, 2003, and the various Supplemental Indentures dated as of March 8, 2005 (as further amended, restated, supplemented or otherwise modified from time to time, the “ Indenture ”) , pursuant to which Globix has issued the 11% Notes to the purchasers thereof;

WHEREAS, the Obligations of Globix and the Subsidiary Guarantors under the 11% Noteholder Documents are secured by various assets of Globix and the Subsidiary Guarantors;

WHEREAS, Globix has entered into one or more Note Purchase Agreements dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreements ”) between Globix and the purchaser or purchasers named therein, providing for the purchase of up to $5,000,000 in aggregate principal amount of Globix’s Senior Secured Notes due May 1, 2008 (the “ Senior Notes ”) , and pursuant to which Globix is issuing the Senior Notes; and

WHEREAS, the Obligations of Globix and the Subsidiary Guarantors under the Senior Noteholder Documents are secured by various assets of Globix and the Subsidiary Guarantors;

WHEREAS, it is a condition precedent to the effectiveness of the Note Purchase Agreements that the parties hereto enter into this Agreement;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

(a)   As used in this Agreement, the following terms have the meanings specified below:

“ 11% Notes ” means the 11% Senior Secured Notes due 2008 issued by Globix under the Indenture.

“ 11% Noteholder Claims ” means all Obligations in respect of the 11% Notes or arising under the 11% Noteholder Documents or any of them.

“ 11% Noteholder Collateral ” means all of the assets of any Obligor, whether real, personal or mixed, with respect to which a Lien is granted as security for any 11% Noteholder Claim.

“ 11% Noteholder Collateral Documents ” means the Indenture, the Security Documents (as defined in the Indenture), and any other document or instrument pursuant to which a Lien is granted by any Obligor to secure any 11% Noteholder Claims or under which rights or remedies with respect to any such Lien are governed.

“ 11% Noteholder Documents ” means (a) the Indenture, the 11% Notes, the 11% Noteholder Collateral Documents and any document or instrument evidencing or governing any Obligations with respect to the 11% Notes and (b) any other related document or instrument executed and delivered pursuant to any 11% Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder.

“ 11% Noteholder Mortgages ” means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real property owned by any Obligor is granted to secure any 11% Noteholder Claims or under which rights or remedies with respect to any such Liens are governed.

“ 11% Noteholder Pledge Agreements ” means the Security Agreement (as defined in the Indenture) and the Subsidiary Security Agreements (as defined in the Indenture).

“ 11% Noteholders ” means the Persons holding 11% Noteholder Claims.

“ Account ” has the meaning given such term in Section 9-102(a)(2) of the UCC.

“ Agreement ” means this Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ Bankruptcy Law ” means Title 11 of the United States Code and any similar Federal, state or foreign law for the relief of debtors, as amended from time to time.

“ Business Day ” means any day other than a Saturday, a Sunday or a day that is a legal holiday under the laws of the State of New York or on which banking institutions in the State of New York are required or authorized by law or other governmental action to close.

“ Collateral Agent ” means HSBC Bank USA, National Association, in its capacity as trustee under the Indenture and/or collateral agent under the 11% Noteholder Collateral Documents, and also includes its successors hereunder as collateral agent for the 11% Noteholders under the 11% Noteholder Collateral Documents.

“ Common Collateral ” means the Accounts, and cash and non-cash Proceeds of the Accounts, of any Obligor constituting both Senior Noteholder Collateral and 11% Noteholder Collateral.

“ Comparable 11% Noteholder Collateral Document ” means, in relation to any Common Collateral subject to any Lien created under any Senior Noteholder Collateral Document, that 11% Noteholder Collateral Document which creates a Lien on the same Common Collateral, granted by the same Obligor.

“Designated Senior Debt” has the meaning given to such term in the Indenture.

“ Globix ” has the meaning set forth in the preamble hereto.

“ Indebtedness ” means and includes all Obligations that constitute “Indebtedness” within the meanings of the Indenture or the Note Purchase Agreements.

“ Indenture ” has the meaning set forth in the recitals hereto.

“ Insolvency or Liquidation Proceeding ” means (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Obligor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Obligor or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Obligor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Obligor.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Note Purchase Agreements ” has the meaning set forth in the recitals hereto.

“ Obligations ” means any and all obligations with respect to the payment of (a) any principal of or interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not a claim for post-filing interest is allowed in such proceeding) or premium on any Indebtedness, including any reimbursement obligation in respect of any letter of credit, and (b) any fees, indemnification obligations, expense reimbursement obligations or other liabilities payable under the documentation governing any Indebtedness.

“ Obligors ” means each of Globix, the Subsidiary Guarantors and any other Person that has executed and delivered an 11% Noteholder Collateral Document or a Senior Note Collateral Document.

“ Payment of the Senior Obligations ” means payment in full of the Senior Obligations.

“ Permitted Senior Secured Debt ” has the meaning given to such term in the Indenture.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership (whether general or limited), entity or other party, including any government and any political subdivision, agency or instrumentality thereof.

“ Proceeds ” has the meaning given such term in Section 9-102(a)(64) of the UCC.

“ Required Noteholders ” means, with respect to any amendment or modification of the Note Purchase Agreements, or any termination or waiver of any provision of the Note Purchase Agreements, or any consent or departure by Globix any of its Subsidiaries therefrom, those Senior Noteholders the approval of which is required to approve such amendment or modification, termination or waiver or consent or departure pursuant to the terms thereof.

“ Senior Note Collateral Documents ” means the Senior Noteholder Documents and any other agreement, document or instrument pursuant to which a Lien is granted securing any Senior Obligations or under which rights or remedies with respect to such Liens are governed.

“ Senior Noteholder Collateral ” means all of the Accounts, whether now existing or hereafter coming into existence, and cash and non-cash Proceeds of such Accounts, of any Obligor, with respect to which a Lien is granted, or purported to be granted, as security for any Senior Obligation, provided , that such collateral shall not extend to such Accounts, and cash and non-cash Proceeds of such Accounts, in excess of Accounts, and cash and non-cash Proceeds of the Accounts, having an aggregate outstanding amount thereof without regard to aging greater than 1.5 multiplied by the amount of the Permitted Senior Facility (as defined in the Indenture) or Permitted Senior Guaranty (as defined in the Indenture), as applicable.

“Senior Noteholder Documents” means the (a) Note Purchase Agreement, (b) Senior Notes, (c) Subsidiary Guaranty Agreement dated as of the date hereof, made by the Subsidiary Guarantors in favor of the Senior Noteholders and (d) the Security Agreement, dated as of the date hereof, by and among Globix, the Subsidiary Guarantors and the Secured Parties named therein.

“ Senior Noteholders ” means the Persons holding Senior Notes from time to time.

“ Senior Obligations ” means the Obligations owed by Globix or any Subsidiary Guarantor to the Senior Noteholders.

“ Subsidiary ” means any “Subsidiary” of Globix, as defined in the Indenture or the Note Purchase Agreements.

“ Subsidiary Guarantors ” has the meaning given such term in the Note Purchase Agreements.

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as from time to time in effect in the State of New York.

(b)    Terms Generally . 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 (a) 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, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) 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, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(a)    Notwithstanding the date, manner or order of attachment or perfection or the description of any the description of any collateral or security interests, Liens, claims or encumbrances covered or granted by the 11% Noteholder Collateral Documents or any similar documents entered into between Globix or any Subsidiary Guarantor and the Senior Noteholders, the security interest of the Collateral Agent in the Common Collateral is and shall be subordinate to the security interest of the Senior Noteholders in the Common Collateral.

(b)   Notwithstanding the provisions of Section 2.1(a) , (i) the subordination of the Liens on Common Collateral securing any of the 11% Noteholder Claims shall extend only to the extent of Common Collateral securing Permitted Senior Secured Debt or Designated Senior Debt the aggregate indebtedness thereof not exceeding $20,000,000, and (ii) the Lien granted to the Senior Noteholders to secure Permitted Senior Secured Debt or Designated Senior Debt, as applicable, shall not extend to property or assets in excess of property or assets having a fair market value equal to or as close as practicable to 1.5 multiplied by the amount of the Permitted Senior Facility (as defined in the Indenture) or Permitted Senior Guaranty (as defined in the Indenture), as applicable.

2.2.          Prohibition on Contesting Liens . The Collateral Agent, for itself and on behalf of each 11% Noteholder agrees that it shall not (and hereby waives any right to) contest, bring or join in any action or proceeding (including any Insolvency or Liquidation Proceeding) contesting the validity, perfection or priority of a Lien held by the Senior Noteholders in the Common Collateral to the extent of the Senior Obligations.

3.1.          Prohibition on Demand or Suit . So long as the Payment of the Senior Obligations has not occurred, the Collateral Agent and the 11% Noteholders will not ask, demand or sue for any right or remedy in respect of the Common Collateral or proceeds thereof that secures Senior Obligations.

3.2.          Prohibition on Foreclosure . So long as the Payment of the Senior Obligations has not occurred, the Collateral Agent will not commence any enforcement, collection, levy or foreclosure proceeding with respect to the Common Collateral or proceeds of Common Collateral.

3.3.         Manner of Enforcement . In exercising rights and remedies with respect to the Common Collateral, the Senior Noteholders may enforce the provisions of the Senior Noteholder Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

3.4.          No Receipt of Commo