Exhibit
10.1


 


INTER-CREDITOR AGREEMENT


 


THIS INTER-CREDITOR
AGREEMENT (the “Agreement”) is made this 13TH day of August, 2003,
by and between JONATHAN V. DIAMOND (“Diamond”), 374 W. 11th Street
#7, New York, NY 10014, and Jess M. Ravich and Tia P. Ravich, as Trustees of
the RAVICH REVOCABLE TRUST OF 1989 (the “Trust”), 11766 Wilshire Blvd. #870,
Los Angeles, CA 90025.


 


W I T N E S S E T H:


 


WHEREAS, Diamond and the
Trust (hereinafter collectively referred to as the “Secured Lenders”) have each
extended or will extend to Beyond The Wall, Inc., (hereinafter referred to as
“Beyond The Wall”) a loan each in the amount of One Hundred Thousand Dollars
($100,000.00) (hereinafter referred to individually as the “Loan” and
collectively as the “Loans”), which Loans are evidenced by separate  promissory notes  issued by Beyond The Wall, one in favor of Diamond and one in
favor of the Trust (collectively the “Notes”); and


 


WHEREAS, as a condition
of the Loans, the Secured Lenders have required that Beyond The Wall grant the
Secured Lenders a shared mortgage and security interest in the real property of
Beyond The Wall located in Stroudsburg, Monroe County, Pennsylvania (as more
fully described in Exhibit “A” which is attached hereto an incorporated
herewith) and improvements located thereon (the “Mortgaged Property”), pursuant
to Mortgage Agreements executed by Beyond the Wall in favor of the separate
Secured Lenders; and


 


WHEREAS, the Secured
Lenders desire to confirm their respective proportionate liens and security
interest in the Notes and Mortgaged Property and the rights thereto.


 


NOW, THEREFORE, for and
in consideration of the sum of One Dollar ($1.00) and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereto do hereby agree as
follows:


 


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1.                             The
Secured Lenders shall collectively have a proportionate pro rata shared lien in
the Mortgaged Property and in repayment of the Notes and Loans; such
proportionate pro rata lien shall be based upon the outstanding indebtedness
owed to each of the respective Secured Lenders on the Loan at the time of an
occurrence of an uncured Event of Default as defined in the Notes and any documents
executed in connection therewith including, but not limited to the Mortgages.


 


2.                             The
Secured Lenders agree that they shall not accept at any time, without the
consent of the other Secured Lender, any payment from Beyond the Wall which is
not equal to the payment received by the other Secured Lender.  To the extent of any such overpayment, such
funds shall immediately be shared on an equal basis with both Secured Lenders.


 


3.                             This
Agreement shall extend to and bind the respective heirs, successors and assigns
of the parties hereto.


 


4.                             This
Agreement shall be interpreted and enforced in accordance with the laws of the
Commonwealth of Pennsylvania.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall form one and the same
instrument.


 


IN WITNESS WHEREOF, this
Agreement has been executed by the Secured Lenders the day and year first above
written.


 


 


	
  WITNESS:

  	
  RAVICH REVOCABLE TRUST OF 1989

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  Jess
  M. Ravich, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  JONATHAN V. DIAMOND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  Jonathan
  V. Diamond, an individual

  
						



 


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