SUBORDINATION AGREEMENT

This Subordination Agreement (this “ Agreement ”), is entered into by and among Marquette Business Credit, Inc., d/b/a Marquette Healthcare Finance (“ Marquette ”), Thomas Sandgaard, (“ Junior Creditor ”), and Zynex, Inc., and Zynex Medical Inc., f/d/b/a Stroke Recovery Systems (collectively, “ Borrower ).

A.   Borrower has or is about to enter into a Loan and Security Agreement with Marquette that may be amended, supplemented, and/or replaced from time to time (“ Loan and Security Agreement ”), providing for a loan or loans by Marquette to Borrower, the repayment of which is or shall be secured by certain assets or property of Borrower, as set forth in the Loan and Security Agreement.

B.   Junior Creditor has extended loans or other credit accommodations to Borrower, as described on Exhibit A :

C.   It is a condition precedent to the agreement of Marquette to enter into the Loan and Security Agreement and make advances to the Borrower thereunder that Junior Creditor execute and deliver this Subordination Agreement in favor of Marquette.

NOW, THEREFORE, as a material inducement to Marquette to enter into and make advances to Borrower under the Loan and Security Agreement, Borrower, Marquette, and Junior Creditor agree as follows:

1.   The term “ Subordinated Debt ” means all indebtedness, liabilities, and obligations of Borrower to Junior Creditor, whether direct, indirect, contingent, joint, several, or independent, now or hereafter existing, due or to become due to, or held or to be held by, Junior Creditor, whether created directly or acquired by assignment or otherwise, whether or not evidenced by written instrument, including, without limitation, all principal, interest, fees, expenses, and costs of collecting such indebtedness and obligations, including without limitation all attorneys’ fees and all interest accruing after the commencement by or against Borrower of any bankruptcy, reorganization, or similar proceeding, but excepting all wages, benefits and other compensation due Junior Creditor in the ordinary course of his employment with Borrower.

2.   The term “ Senior Debt ” means all indebtedness, liabilities, and obligations of Borrower to Marquette, whether direct, indirect, contingent, joint, several, or independent, now or hereafter existing, due or to become due to, or held or to be held by, Marquette, whether created directly or acquired by assignment or otherwise, whether or not evidenced by written instrument, including, without limitation, all principal, interest, fees, expenses, and costs of collecting such indebtedness and obligations, including without limitation all attorneys’ fees and all interest accruing after the commencement by or against Borrower of any bankruptcy, reorganization, or similar proceeding. The term “ Loan Documents ” means any documents now or hereafter existing executed and delivered in connection with any of the Senior Debt.

3.   All Subordinated Debt is subordinated in the right of payment to Marquette of all Senior Debt; provided, however, that Borrower may make Permitted Note Payments (as defined herein) pursuant to Section 5 below.

4.   Junior Creditor subordinates to Marquette any security interest or lien that Junior Creditor may have in all assets of Borrower.  Notwithstanding the respective dates of attachment or perfection of the security interest of a Junior Creditor and the security interest of Marquette, the security interest of Marquette in any assets of Borrower or other collateral securing the Senior Debt shall at all times be prior to any security interest of Junior Creditor.

5.   Junior Creditor will not demand or receive from Borrower (and Borrower will not pay to Junior Creditor) any payment with respect to all or any part of the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit, or otherwise, provided, however , that as long as there is no “default” or “event of default,” as those terms are defined under any of the Loan Documents related to the Senior Debt, Junior Creditor may receive regularly scheduled payments of principal and interest in accordance with the terms of the promissory notes described above,   including demand payments on the demand promissory note (the “Permitted Note Payments”).  Junior Creditor shall not exercise any remedy with respect to collateral, nor will Junior Creditor commence, or cause to commence, prosecute, or participate in any administrative, legal or equitable action against Borrower or any of its assets for repayment of the Subordinated Debt, for so long as any portion of Senior Debt remains outstanding.

6.   Junior Creditor shall hold in trust for Marquette and promptly pay or deliver to Marquette in the form received (except for endorsement or assignment by Junior Creditor where required by Marquette) for application to Senior Debt, any payments, property, security, proceeds or realization on collateral received by Junior Creditor other than in accordance with this Agreement.

7.   In the event of Borrower’s insolvency, reorganization, or any case or proceeding under any bankruptcy or insolvency law or laws relating to the relief of debtors, this Agreement shall remain in full force and effect, and all Senior Debt and all of Marquette’s claims against Borrower or the estate of Borrower shall be paid in full before any payment is made to Junior Creditor.

8.   For so long as any of the Senior Debt remains unpaid, Junior Creditor irrevocably appoints Marquette as Junior Creditor’s attorney-in-fact, and grants to Marquette a power of attorney with full power of substitution, in the name of Junior Creditor or in the name of Marquette, for the use and benefit of Marquette, without notice to Junior Creditor, to perform at Marquette’s option the following acts in any bankruptcy, insolvency, or similar proceeding involving Borrower:

(a)   To file the appropriate claim or claims in respect of the Subordinated Debt on behalf of Junior Creditor if Junior Creditor does not do so prior to 30 days before the expiration of the time to file claims in such proceeding and if Marquette elects, in its sole discretion, to file such claim or claims; and

(b)   To accept or reject any plan of reorganization or arrangement on behalf of Junior Creditor and to otherwise vote Junior Creditor’s claims in respect of any Subordinated Debt in any manner that Marquette deems appropriate for the enforcement of its rights under this Agreement.

9.   This Agreement shall remain effective for so long as Marquette has any obligation to make advances to Borrower or any Senior Debt is due Marquette pursuant to the Loan Documents.  If, a