MASTER SUBORDINATION AND INTERCREDITOR AGREEMENT

NOW THEREFORE , the parties hereto hereby agree as follows:

1. Recitals and Definitions .

          1.1. Recitals . The Recitals set forth above are acknowledged by the Subordinated Creditor to be true and correct and are incorporated herein by this reference.

          1.2. Definitions . As used herein, the following terms shall have the following meanings:

          “ Bankruptcy Code ” shall mean Chapter 11 of Title 11 of the United States Code, as amended from time to time, any successor statute, and all rules and regulations promulgated thereunder.

          “ Blockage Period ” shall mean the period (i) commencing on the date Senior Lender notifies Subordinated Creditor that a Senior Default has occurred and (ii) ending on the date which is the earlier to occur of (A) the date Senior Lender elects to terminate such period by notice to Subordinated Creditor, (B) the date the Senior Lender waives such Senior Default or such Senior Default is cured, (C) the date all of the Senior Indebtedness is paid indefeasibly in full, in cash, and the Commitments have been terminated, and (D) if, and only if, the Senior Default is a Senior Covenant Default, the date which is 270 days after the commencement of the Blockage Period. If the Senior Default that commences a Blockage Period is a Senior Payment Default, then the Blockage Period shall end on the earliest to occur of the circumstances set forth in clauses (A) through (C).

          “ Closing Date ” shall mean the date of this Agreement.

          “ Commitments ” all commitments of Senior Lender under the Senior Loan Agreement to lend money to or for the benefit of Borrower.

          “ Guaranty ” shall mean the “Guaranty,” as such term is defined in the Senior Loan Agreement.

          “ Lien ” shall mean any mortgage, deed of trust, pledge, assignment, lien, charge, encumbrance or security interest of any kind, including without limitation, those created or arising from the Subordinated Debt Documents, or the interest of

a vendor or lessor under any conditional sale agreement, capitalized lease or other title retention agreement.

          “ Loan Documents ” shall mean the “Loan Documents,” as such term is defined in the Senior Loan Agreement (including, without limitation, the Guaranty).

          “ Person ” shall mean any individual, firm, corporation, limited liability company, business enterprise, trust, association, joint venture, partnership, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.

          “ Proceeding ” shall mean any insolvency, bankruptcy, receivership, custodianship, liquidation, reorganization, assignment for the benefit of creditors or other proceeding for the liquidation, dissolution or other winding up of Obligors (or either of them) or their properties (including, without limitation, any such proceeding under the Bankruptcy Code).

          “ Senior Collection Action ” shall mean any judicial proceeding or other action initiated by Senior Lender against the Obligors (or either of them) to collect the Senior Indebtedness, to foreclose the Senior Liens or otherwise to enforce the rights of Senior Lender under the Senior Loan Agreement and the other Senior Debt Documents or applicable law with respect to the Senior Indebtedness.

          “ Senior Covenant Default ” shall mean any Default or Event of Default under the Senior Debt Documents or any other occurrence permitting Senior Lender to accelerate the payment of all or any portion of the Senior Indebtedness (other than a Senior Payment Default).

          “ Senior Debt Documents ” shall mean the Senior Loan Agreement and the other Loan Documents, all as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “ Senior Default ” shall mean any Senior Covenant Default or any Senior Payment Default.

          “ Senior Indebtedness ” shall mean all obligations, liabilities and indebtedness of every nature of each Obligor and each other Person from time to time owed to Senior Lender under the Senior Debt Documents, including interest, principal and all fees, costs and expenses now and from time to time hereafter owing, due or payable, whether before or after the commencement of a Proceeding and whether or not authorized under the Bankruptcy Code to collect such interest from either Obligor (including any interest accruing at a default or post judgment rate), together with any amendments, modifications, renewals or extensions thereof to the extent not prohibited by the terms of this Agreement and any interest accruing thereon after the commencement of a Proceeding, whether or not allowed in such Proceeding.

          “ Senior Liens ” shall mean all Liens now or hereafter granted to Senior Lender to secure the Senior Indebtedness.

          “ Senior Payment Default ” shall mean any failure by either Obligor to make any required payment of interest or principal, or any material fee or other monetary payment, Lender the Senior Debt Documents, including, without limitation, any default in payment of Senior Debt after acceleration thereof and/or the filing of a Proceeding, or any failure to pay the amounts described in this definition regardless of any requirement of notice or lapse of time or both before such failure to pay becomes an Event of Default under the Senior Debt Documents.

           “ Subordinated Collection Action ” shall mean (i) any acceleration of the Subordinated Indebtedness, (ii) to file or initiate, or to join with other Persons in filing or initiating, a Proceeding against either Obligor, (iii) any judicial proceeding or other action initiated or taken by Subordinated Creditor, or by Subordinated Creditor in concert with other Persons, against either Obligor to collect the Subordinated Indebtedness or otherwise to enforce the rights of Subordinated Creditor under the Subordinated Debt Documents or applicable law with respect to the Subordinated Indebtedness or (iv) any action (judicial or non-judicial) to exercise rights and remedies against any assets, properties, or other interests of either Obligor, including, without limitation, actions to foreclose, sell or dispose collateral, or enforce Liens, pursuant to the Uniform Commercial Code.

           “ Subordinated Debt Documents ” shall mean the Subordinated Debenture Holder Debt Documents and the Subordinated Seller Debt Documents.

          “ Subordinated Debenture Holder Debt Documents ” shall mean the Convertible Debentures and all related documents, including all other documents, instruments and agreements executed and delivered by either Obligor, Debenture Holder or any other Person evidencing, governing the terms of repayment of or otherwise pertaining to Subordinated Debenture Holder Indebtedness, all as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “ Subordinated Seller Debt Documents ” shall mean the Seller Notes and all other documents, instruments and agreements executed and delivered by any Obligor, Seller or any other Person evidencing, governing the terms of repayment of or otherwise pertaining to Subordinated Seller Indebtedness, all as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “ Subordinated Debenture Holder Indebtedness ” shall mean all obligations, liabilities and indebtedness of every nature of each Obligor and each other Person from lime to time owed to Debenture Holder in respect of the Subordinated Debenture Holder Debt Documents, together with all accrued and unpaid interest

thereon and all fees, costs and expenses now and from time to time hereafter owing, due or payable in connection with any of the foregoing, whether before or after the commencement of a Proceeding or a Subordinated Collection Action.

          “ Subordinated Indebtedness ” shall mean all obligations, liabilities and indebtedness of every nature of each Obligor and each other Person from time to time owed to Subordinated Creditor in respect of the Subordinated Debenture Holder Indebtedness or the Subordinated Seller Indebtedness, together, in each case, with all accrued and unpaid interest thereon and all fees, costs and expenses now and from time to time hereafter owing, due or payable in connection with any of the foregoing, whether before or after the commencement of a Proceeding or a Subordinated Collection Action.

          “ Subordinated Seller Indebtedness ” shall mean all obligations, liabilities and indebtedness of every nature of each Obligor and each other Person from time to time owed to Seller in respect of the Subordinated Seller Debt Documents, together with all accrued and unpaid interest thereon and all fees, costs and expenses now and from time to time hereafter owing, due or payable in connection with any of the foregoing, whether before or after the commencement of a Proceeding or a Subordinated Collection Action.

          “ Subordinated Securities ” shall mean any securities of any Obligor issued in connection with a Proceeding, the payment of which is junior or otherwise subordinated, at least to the extent provided in this Agreement, to the payment of all Senior Indebtedness and to the payment of all securities issued in exchange therefor to the holders of the Senior Indebtedness.

2. Subordination of the Subordinated Indebtedness to the Senior Indebtedness .

          2.1. Payment Subordination . Upon the terms and conditions contained in this Agreement the payment of any and all of the Subordinated Indebtedness hereby expressly is subordinated to the prior indefeasible payment in full in cash of the Senior Indebtedness and the termination of the Commitments.

          2.2. Lien Subordination . Subordinated Creditor hereby unconditionally agrees that: (i) all Liens of the Subordinated Creditor in any property of either Obligor shall be and hereby are subordinated to the Senior Liens, and (ii) other than as set forth in Section 2.7(b), the Subordinated Creditor shall have no right to possession of any property of any Obligor or to take any Subordinated Collection Action, unless and until all the Senior Indebtedness shall have been fully paid and satisfied and the Commitments have been terminated. Notwithstanding any rights or remedies available to Subordinated Creditor under applicable law (including, without limitation, under the Bankruptcy Code) or under any Subordinated Debt Document, Subordinated Creditor shall not, without the prior written consent of Senior Lender, be permitted to take any action to foreclose, repossess, marshal, control or exercise any remedies with respect to any property of the either Obligor or take any other action which would interfere with or impair the Senior Liens or the rights of Senior Lender against the either Obligor’s property, until the

payment in full of the Senior Indebtedness and the termination of the Commitments. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens or any Senior Liens, and notwithstanding any provision of the UCC or any other applicable law or the provisions of any Subordinated Debt Document or any other Senior Debt Document or any other circumstance whatsoever, the Subordinated Creditor, hereby agrees that (a) any Senior Liens now or hereafter held by or for the benefit of Senior Lender shall be senior in right, priority, operation, effect and all other respects to any and all Subordinated Creditor Liens and (b) any Subordinated Creditor Lien now or hereafter held by or for the benefit of any Subordinated Creditor shall be junior and subordinate in right, priority, operation, effect and all other respects to any and all Senior Liens. The Senior Liens shall be and remain senior in right, priority, operation, effect and all other respects to any Subordinated Creditor Liens for all purposes, whether or not any Senior Liens are subordinated in any respect to any other Lien securing any other obligation of either Obligor, any other grantor or any other Person and regardless of whether the Lien purported to be granted is found to be improperly granted, improperly perfected, a fraudulent conveyance or legally or otherwise deficient in any manner. Each of the Senior Lender, and the Subordinated Creditor, agrees that it will not, and hereby waives any right to, directly or indirectly, contest or support any other Person in contesting, in any proceeding (including any Proceeding), the priority, validity or enforceability of any Senior Lien, or the validity or enforceability of the priorities, rights or obligations established by this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Senior Lender to enforce this Agreement. Each Obligor, by its execution of this Agreement, hereby acknowledges and agrees to the provisions of this paragraph, notwithstanding anything to the contrary in any document to which such Obligor is a party.

          2.3. Payment Restrictions . Notwithstanding any provision of the Subordinated Debt Documents to the contrary and in addition to any other limitations set forth herein or therein, no payment of any principal, interest, fees, costs, expenses or any other amount due with respect to the Subordinated Indebtedness shall be made, and no Subordinated Creditor shall exercise any right of set-off or recoupment with respect to any Subordinated Indebtedness, until all of the Senior Indebtedness is indefeasibly paid in full in cash and the Commitments have been terminated, except that:

          (A) after the first anniversary of the Closing Date, Obligors may make and Seller may receive regularly scheduled current payments of interest on the outstanding principal balance of Seller Note No. 1 at a rate per annum not to exceed that rate set forth in Seller Note No. 1 as in effect on the date hereof, but only if (1) no Default or Event of Default has occurred and is continuing under the Senior Debt Documents; and (2) the Obligors’ payment of such interest will not result in, cause, or create a Default or Event of Default under the Senior Debt Documents. Interest on Seller Note No. 1 shall accrue at the rate of no higher than 18% per annum on the principal outstanding from time to time on such note. All interest on Seller Note No. 1 during the first year following the Closing Date shall accrue, but shall not be paid by the Obligors to Seller until all of the Senior Indebtedness is indefeasibly paid in full in cash and the Commitments have been terminated. After the first anniversary of the Closing Date, 50% of the interest on Seller Note No. 1 shall be payable by the Obligors (if permitted by the terms and conditions of

this Agreement) and the remaining 50% of the interest shall accrue and shall not be payable until the later of (y) the maturity of Seller Note No. 1 or (z) such date as when all of the Senior Indebtedness is indefeasibly paid in full in cash and the Commitments have been terminated;

          (B) after the first anniversary of the Closing Date, Obligors may make and Seller may receive prepayments of the principal of Seller Note No. 1, but only if (1) no Default or Event of Default has occurred and is continuing under the Senior Debt Documents; (2) the Obligors’ prepayments of the principal of Seller Note No. 1 will not result in, cause, or create a Default or Event of Default under the Senior Debt Documents; (3) the source of the prepayment is entirely from a new capital infusion into the Obligors on terms and conditions satisfactory to the Senior Lender which shall include, without limitation, a provision that the provider of new capital infusion will agree to subordinate its debt to Senior Lender on terms no less favorable than those contained herein; and (4) Obligors have provided 30 calendar days prior written notice to the Senior Lender of all of the foregoing prior to making any such prepayment; and

          (C) Obligors may make and Seller may receive regularly scheduled current payments of interest on the outstanding principal balance of Seller Note No. 2, but only if (1) no Default or Event of Default has occurred and is continuing under the Senior Debt Documents; and (2) the Obligors’ payment of such interest will not result in, cause, or create a Default or Event of Default under the Senior Debt Documents. Interest on Seller Note No. 2 shall accrue at a rate no higher than the interest rate charged on the Term Loan.

          (D) at any time, Obligors may make and the Debenture Holder may receive prepayments of the principal of the Convertible Debentures, but only if (1) no Default or Event of Default has occurred and is continuing under the Senior Debt Documents; (2) such payment will not result in, cause, or create a Default or Event of Default under the Senior Debt Documents; (3) the source of such pay