composition or other relief with respect to it or its debts, or (2) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or Primal making a general assignment for the benefit of its creditors; or (b) there being commenced against the Borrower or Primal any case, proceeding or other action of a nature referred to in clause (a) above which (1) results in the entry of an order for relief or any such adjudication or appointment or (2) remains undismissed, undischarged or unbonded for a period of 60 days; or (c) there being commenced against the Borrower or Primal any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (d) the Borrower or Primal taking any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or (e) the Borrower or Primal generally not paying, or being unable to pay, or admitting in writing its inability to pay, its debts as they become due.

“ Non-Payment Event of Default ”: any event (other than a Payment Event of Default) the occurrence of which entitles the Senior Lender to accelerate the maturity of any of the Senior Obligations.

“ Payment Event of Default ”: any default in the payment of the Senior Obligations (whether upon maturity, mandatory prepayment, acceleration or otherwise) beyond any applicable grace period with respect thereto.

“ Senior Loan Agreement ”: the Purchase Agreement, as the same may be amended, modified or supplemented from time to time, including, without limitation, amendments, modifications, supplements and restatements thereof giving effect to increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings of, or additions to, the arrangements provided in such agreement (whether provided by the original Senior Lender or a successor Senior Lender or other Lenders).

“ Senior Loans ”: the loans made by the Senior Lender to the Borrower pursuant to the Senior Loan Agreement.

“ Senior Loan Documents ”: the collective reference to the Senior Loan Agreement, the Senior Notes, the Senior Security Documents and all other documents that from time to time evidence the Senior Obligations or secure payment or performance thereof.

“ Senior Notes ”: the promissory notes of the Borrower outstanding from time to time under the Senior Loan Agreement.

“ Senior Obligations ”: the collective reference to the unpaid principal of and interest on the Senior Notes and all other obligations and liabilities of the Borrower to the Senior Lender of whatever kind or nature (including, without limitation, interest accruing at the then applicable rate provided in the Senior Notes after the maturity of the Senior Loans and interest accruing at the then applicable rate provided in the Senior Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such

proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, whether or not arising under, out of, or in connection with, the Senior Loan Agreement, the Senior Notes, this Agreement, the other Senior Loan Documents or any other document made, delivered or given by Borrower, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Senior Lender that are required to be paid by the Borrower).

“ Senior Security Documents ”: the collective reference to all documents and instruments, now existing or hereafter arising, which create or purport to create a security interest in property to secure payment or performance of the Senior Obligations.

“ Subordinated Loan Documents ”: the collective reference to the Subordinated Notes, the Subordinated Security Documents and any other documents or instruments that from time to time evidence the Subordinated Obligations or secure or support payment or performance thereof.

“ Subordinated Loans ”: the loans made by the Subordinated Lenders pursuant to the Subordinated Notes.

“ Subordinated Notes ”: the Borrower’s 2006 Amended and Restated Secured Promissory Note, dated March 31, 2006, in the original principal amount of $982,243.40.

“ Subordinated Obligations ”: the collective reference to the unpaid principal and interest on the Subordinated Notes and all other obligations and liabilities of the Borrower to the Subordinated Lenders (including, without limitation, interest accruing at the then applicable rate provided in the Subordinated Notes after the maturity of the Subordinated Loans and interest accruing at the then applicable rate provided in the Subordinated Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Subordinated Notes, this Agreement, or any other Subordinated Loan Document, in each case whether or not on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Subordinated Lenders that are required to be paid by the Borrower).

“ Subordinated Security Documents ”: the collective reference to (a) the documents listed on Schedule 1 , as the same may be amended, modified or otherwise supplemented from time to time with the prior written consent of the Senior Lender and (b) any other documents executed by the Borrower with the prior written consent of the Senior Lender that from time to time secure payment or performance of the Subordinated Obligations.

(c)           The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and paragraph references are to this Agreement unless otherwise specified.

(d)           The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

2.             Subordination . (a)  The Borrower, Primal, and each of the Subordinated Lenders agrees, for itself and each future holder of the Subordinated Obligations, that the Subordinated Obligations are expressly “subordinate and junior in right of payment” (as that phrase is defined in paragraph 2(b)) to all Senior Obligations.

(b)           “ Subordinate and junior in right of payment ” means that (1) no part of the Subordinated Obligations shall have any claim to the assets of the Borrower on a parity with or prior to the claim of the Senior Obligations; and (2) unless and until the Senior Obligations have been paid in full, without the express prior written consent of the Senior Lender (A) no Subordinated Lender will take or receive from the Borrower, and the Borrower will not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of (of whatever kind or nature, whether in cash, property, securities or otherwise) or security for the whole or any part of the Subordinated Obligations, including, without limitation, any letter of credit or similar credit support facility to support payment of the Subordinated Obligations; provided, however , that at any time, except during a Blockage Period or when a Payment Event of Default has occurred and is continuing, the Borrower may make, and the Subordinated Lenders may receive, regularly scheduled payments on account of principal of and interest on the Subordinated Notes in accordance with the terms thereof determined on a pre-default non- accelerated basis, and (B) no Subordinated Lender will accelerate for any reason the scheduled maturities of any amount owing under the Subordinated Notes unless or until Senior Lender accelerates amounts owing under the Senior Obligations.

(c)           Upon the termination of any Blockage Period or if any Payment Event of Default has been cured or waived or shall have ceased to exist, as confirmed in writing by Senior Lender, the Subordinated Lenders’ right to receive payments as provided in clause 2(b)(2)(A) shall be reinstated, and the Borrower may resume making such payments to the Subordinated Lenders (including any payments that were deferred as a result thereof).

(d)           The expressions “prior payment in full,” “payment in full,” “paid in full” and any other similar terms or phrases when used herein with respect to the Senior Obligations shall mean the payment in full, in immediately available funds, of all of the Senior Obligations.

3.             Additional Provisions Concerning Subordination . (a)  The Subordinated Lenders, the Borrower and Primal agree that upon the occurrence of any Insolvency Event:

(1) all Senior Obligations shall be paid in full before any payment or distribution of whatever kind or nature is made with respect to the Subordinated Obligations; and

(2) any payment or distribution of assets of the Borrower, whether in cash, property or securities, to which any Subordinated Lender would be entitled except for the provisions hereof, shall be paid or delivered by the Borrower, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent or other Person making such payment or distribution, directly to the Senior Lender, to the extent necessary to pay in full all Senior Obligations, before any payment or distribution of any kind or nature shall be made to any Subordinated Lender.

(b)           Upon the occurrence of any “Insolvency Event”:

(1) each Subordinated Lender irrevocably authorizes and empowers the Senior Lender (A) to demand, sue for, collect and receive every payment or distribution on account of the Subordinated Obligations payable or deliverable in connection with such event or proceeding and give acquittance therefor, and (B) to file claims and proofs of claim in any statutory or non-statutory proceeding and take such other actions, in its own name as Senior Lender, or in the name of the Subordinated Lenders or otherwise, as the Senior Lender may deem necessary or advisable for the enforcement of the provisions of this Agreement; provided , however , that the foregoing authorization and empowerment imposes no obligation on the Senior Lender to take any such action;

(2) each Subordinated Lender shall take such commercially reasonable action, duly and promptly, as the Senior Lender may request from time to time (A) to collect the Subordinated Obligations for the account of the Senior Lender and (B) to file appropriate proofs of claim in respect of the Subordinated Obligations; and

(3) each Subordinated Lender shall execute and deliver such powers of attorney, assignments or proofs of claim or other instruments as the Senior Lender may request to enable the Senior Lender to enforce any and all claims in respect of the Subordinated Obligations and to collect and receive any and all payments and distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations.

(c)           If any payment or distribution, whether consisting of money, property or securities, shall be collected or received by any Subordinated Lender in respect of the Subordinated Obligations, except payments permitted to be made at the time of payment as provided in paragraph 2(b), such Subordinated Lender forthwith shall deliver the same to the Senior Lender, in the form received, duly indorsed to the Senior Lender, if required, to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations are paid in full. Until so delivered, such payment or distribution shall be held in trust by such Subordinated Lender as the property of the Senior Lender, segregated from other funds and property held by such Subordinated Lender.

4.             Rights in Collateral . (a)  Notwithstanding anything to the contrary contained in the Senior Loan Agreement, any Senior Security Document, any other Senior Loan Document or any Subordinated Security Document or other Subordinated Loan Document and irrespective of:

(1) the time, order or method of attachment or perfection of the security interests created by any Senior Security Document or any Subordinated Security Document;

(2) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect security interests in any Collateral;

(3) anything contained in any filing or agreement to which the Senior Lender or any Subordinated Lender now or hereafter may be a party; and

(4) the rules for determining perfection or priority under the Uniform Commercial Code or any other law governing the relative priorities of secured creditors,

any security interest in any Collateral pursuant to any Senior Security Document has and shall have priority, to the extent of any unpaid Senior Obligations, over any security interest in such Collateral pursuant to any Subordinated Security Document.

(b)           So long as the Senior Obligations have not been paid in full and any Senior Security Document remains in effect, whether or not any Insolvency Event has occurred, and whether or not demand for payment of any Subordinated Obligations has been made,

(1) no Subordinated Lender will (A) exercise or seek to exercise any rights or exercise any remedies with respect to any Collateral or (B) institute any action or proceeding with respect to such rights or remedies, including without limitation, any action of foreclosure or (C) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral or action brought by the Senior Lender or any other exercise by the Senior Lender of any rights and remedies under any Senior Loan Documents; and

(2) the Senior Lender shall have the