INTERCREDITOR AGREEMENT 5

INTERCREDITOR AGREEMENT (this “AGREEMENT”), dated as of ___________ ___________ , between _____________, INC., a California corporation with offices located at _________________________ , ___________ , ________________ , ________________ (the “COMPANY”) and THE HOLDERS (the “INVESTORS”) of the 12% Secured Convertible Notes due _______ of the COMPANY (the “NOTES”). INTRODUCTION In accordance with the Confidential Private Placement Memorandum, dated ________________ , of the Company and the documents attached thereto, including, without limitation, the Subscription Package attached thereto (the “SUBSCRIPTION”), the Investors have agreed to purchase from the Company the Notes, each dated as of the date hereof, and delivered respectively to the Investors pursuant to the Subscription, dated as of the date hereof, by and between the Company and each of the Investors. Pursuant to Notes, the obligations of the Company under the Notes are secured by a security interest, granted in favor of the Investors in and to all property and assets of the Company (the “SECURITY INTEREST”). The Company’s obligations, as set forth in the Notes, are sometimes referred to herein as the “COMPANY’S OBLIGATIONS”. The Investors desire to enter into this Agreement in order to set forth their understanding with respect to several matters pertaining to the servicing of the Loan (as hereinafter defined) and the enforcement of their respective rights with respect to the Notes, as well as matters related to the subordination thereof.

http://www.gazhoo.com/doc/4940/INTERCREDITOR+AGREEMENT+5