ex10_8.htm


    
      

    

    Exhibit
      10.8

    
       

      DEBT
        SUBORDINATION AGREEMENT

      


      
        	
                Lender:

              	
                M&I
                  Business Credit, LLC

              
	
                Creditor:

              	
                Richard
                  Kiphart

              
	
                Debtor:

              	
                Nature
                  Vision, LLC

              
	
                Date:

              	
                November
                  8, 2007

              


      

      


      WHEREAS,
        the Debtor is now or hereafter may be indebted to the Lender on account of
        loans
        or other extensions of credit or financial accommodations from the Lender
        to
        Debtor, or to any other person under the guaranty or endorsement of the Debtor
        (all indebtedness of every type and description which the Debtor may now
        or at
        any time hereafter owe to the Lender, whether such indebtedness now exists
        or is
        hereafter created or incurred, whether such indebtedness is fixed or contingent,
        liquidated or unliquidated, is hereinafter collectively referred to as “Lender
        Indebtedness”); and

      


      WHEREAS,
        the Debtor is also indebted to the Creditor in the sum of $1,000,000 evidenced
        by Demand Promissory Note, which is attached hereto as Exhibit A;

      


      WHEREAS,
        the Lender is unwilling to continue the existing Lender Indebtedness or to
        make
        future loans or to continue to extend financial accommodations unless the
        Creditor executes this Debt Subordination Agreement;

      


      NOW,
        THEREFORE, in consideration of the promises and other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        Creditor does hereby agree with Lender as follows:

      


      1.           The
        payment of all Debtor’s indebtedness to the Creditor of every type and
        description whether now existing or hereafter created or incurred, all such
        indebtedness being hereinafter collectively referred to as the “Subordinated
        Indebtedness” is hereby expressly subordinated to the extent and in the manner
        hereinafter set forth to the payment in full of all the Lender
        Indebtedness.  Regardless of any priority otherwise available to
        Creditor by law or by agreement, any security interest, lien, claim or right
        (the “Lien”) Creditor may now hold or hereafter acquire in any collateral now or
        hereafter securing payment of Lender Indebtedness (the “Collateral”) shall be
        and remain fully subordinated for all purposes to the Lien Lender now holds
        or
        hereafter acquires in the Collateral.

      


      2.           Until
        all the Lender indebtedness has been paid in full, without the Lender’s prior
        written consent, the Creditor will not demand, receive or accept any payment
        whatsoever from the Debtor in respect of the Subordinated Indebtedness if
        any of
        the following circumstances exist or events occur:  (a) at the time of
        payment the Debtor is in default in any respect on any of the Debtor’s then
        existing Lender Indebtedness, (b) the payment to the Creditor creates a default
        in any respect on any of the Debtor’s then existing Lender Indebtedness, (c) the
        payment to the Creditor increases the Debtor’s then existing Lender Indebtedness
        in excess of collateral eligible for advance under then existing standard
        criteria and formulae, or (d) the Debtor has insufficient funds available
        to
        operate its business and pay its debts in the ordinary course either before
        the
        payment to the Creditor or as a result thereof.

      


      
        
           

        

        
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      3.           In
        the event that the Creditor shall receive any pay­ment on the Subordinated
        Indebtedness which the Creditor is not entitled to receive under the provisions
        of the foregoing Paragraph 2, the Creditor will hold the amount so received
        in
        trust for the Lender and will forthwith turn over such payment to the Lender
        in
        the form received (except for the endorsement of the Creditor where necessary)
        for application on the then existing Lender Indebtedness (whether due or
        not
        due), in such manner of application as the Lender may deem
        appropriate.  In the event of the failure of the Creditor to make any
        endorsement required under this Subordination Agreement, the Lender, or any
        of
        its officers or employees on behalf of the Lender, is hereby irrevocably
        appointed as attorney-in-fact for the Creditor to make the same in the
        Creditor’s name.

      


      4.           The
        Creditor will not commence any action or proceeding against the Debtor to
        recover all or any part of the unpaid principal amount of the Subordinated
        Indebtedness, exercise or enforce any right or remedy against the Debtor
        or its
        property, or join with any creditor (unless the Lender shall so join) in
        bringing any proceedings against the Debtor under any bankruptcy,
        reorganization, readjustment of debt, arrangement of debt, receivership,
        liquidation or insolvency law or statute of the federal or any state government,
        unless and until the Lender Indebtedness has been paid in full.

      


      5.           In
        the event of any receivership, insolvency, bankruptcy, assignment for the
        benefit of creditors, reorganization or arrangement with creditors, whether
        or
        not pursuant to bankruptcy laws, the sale of all or substantially all of
        the
        assets, dissolution, liquidation or any other marshalling of the assets or
        liabilities of the Debtor, the Creditor will file all claims, proofs of claim
        or
        other instruments of similar character necessary to enforce the obligations
        of
        the Debtor in respect of the Subordinated Indebtedness and will hold in trust
        for the Lender and promptly pay over to the Lender in the form received (except
        for the endorsement of the Creditor where necessary) for application on the
        then
        existing Lender Indebtedness, any and all moneys, dividends or other assets
        received in any such proceed­ings on account of the Subordinated
        Indebtedness, unless and until Lender Indebtedness has been paid in
        full.  In the event that the Creditor shall fail to take any such
        action, the Lender, as attorney-in-fact for the Creditor, may take such action
        on behalf of the Creditor.  The Creditor hereby irrevocably appoints
        the Lender, or any of its officers or employees on behalf of the Lender,
        as the
        attorney-in-fact for the Creditor with the right (but not the duty) to demand,
        sue for, collect and receive any and all such moneys, dividends or other
        assets
        and give acquittance therefor and to file any claim, proof of claim or other
        instrument of similar character, and to take such other proceedings in the
        Lender’s own name or in the name of the Creditor as the Lender may deem
        necessary or advisable for the enforcement of the agreements contained herein;
        and the Creditor will execute and deliver to the Lender such other and further
        powers of attorney or instruments as the Lender may request in order to
        accomplish the foregoing.

       

      
        
           

        

        
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      6.           The
        Creditor will cause all notes, bonds, debentures or other instruments evidencing
        the Subordinated Indebtedness or any part thereof to contain a specific
        statement thereon to the effect that the indebtedness thereby evidenced is
        subject to the provisions of this Subordination Agreement.  At the
        request of the Lender, the Creditor will deposit with the Lender all of the
        notes, bonds, debentures or other instruments evidencing the Subordinated
        Indebtedness or any part thereof, which notes, debentures or other instruments
        may be held by the Lender so long as there remains outstanding any Lender
        Indebtedness and until this Subordination Agreement is terminated as hereinafter
        provided.  Without the prior written consent of the Lender, the
        Creditor will not assign, transfer or pledge to others any of the Subordinated
        Indebtedness or agree to a discharge or forgiveness of the same so long as
        there
        remains outstanding any Lender Indebtedness and until this Subordination
        Agreement is terminated as hereinafter provided.

      


      7.           None
        of the provisions of this Subordination Agreement shall be deemed or construed
        to constitute a commitment or an obligation on the part of the Lender to
        make
        any future loans or other extensions of credit or financial accommodation
        to the
        Debtor or any other person.

      


      8.           This
        Subordination Agreement shall constitute a continuing agreement of
        subordination, and the Lender may continue, without notice to or consent
        by the
        Creditor, to make loans and extend other credit or financial accommodation
        to or
        for the account of the Debtor in reliance upon this Subordination Agreement
        until written notice of revocation of this Subordination Agreement shall
        have
        been received by the Lender from the Creditor.  Any such notice of
        revocation shall not affect this Subordination Agreement in relation to any
        Lender Indebtedness then existing or created thereafter pursuant to any previous
        com­mitment of the Lender to the Debtor, or any extensions or renewals of
        any such Lender Indebtedness, and as to all such Lender Indebtedness and
        extensions or renewals thereof, this Sub­ordination Agreement shall continue
        effective until the same have been fully paid with interest.  If there
        be more than one signer of this Subordination Agreement, any such notice
        of
        revocation shall be effective only as to the one giving such notice of
        revocation.  For purposes of this Subordination Agreement, the Lender
        Indebtedness shall not be deemed to be paid in full if the Lender shall have
        established a line of credit in favor of the Debtor, whether or not the Lender
        shall have any obligation to make any advances or issue guaranties or letters
        of
        credit or make other financial accommodations thereunder, or if the Debtor
        shall
        have guaranteed the repayment of advances or other financial accommo­dations
        under such a line of credit in favor of another person.

      


      9.           The
        Lender may, at any time, and from time to time, either before or after any
        such
        notice of revocation, without the consent of or notice to the Creditor, without
        incurring responsibility to the Creditor, and without impairing or releasing
        any
        of its rights or any of the obligations of the Creditor
        hereunder:  (a) change the interest rate or change the amount of
        payment or extend the time of payment or renew or otherwise alter the terms
        of
        any Lender Indebtedness or any instrument evidencing the same in any manner;
        (b)
        sell, exchange, release or otherwise deal with all or any part of any property
        at any time securing payment of the Lender Indebtedness or any part thereof;
        (c)
        release anyone liable in any manner for the payment or collection of the
        Lender
        Indebtedness or any part thereof; (d) exercise or refrain from exercising
        any
        right against the Debtor or others (including the Creditor); and (e) apply
        any
        sums received by the Lender, by whomsoever paid and however realized, to
        Lender
        Indebtedness in such manner as the Lender shall deem appropriate.

       

      
        
           

        

        
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      10.           No
        waiver shall be deemed to be made by the Lender of any of its rights hereunder
        unless the same shall be in writing signed on behalf of the Lender, and each
        such waiver, if any, shall be a waiver only with respect to the specific
        matter
        or matters to which the waiver relates and shall in no way impair the rights
        of
        the Lender or the obligations of the Creditor to the Lender in any other
        respect
        at any other time.

      


      11.           This
        Subordination Agreement and every part hereof shall be binding upon the Creditor
        and upon the heirs, legal representatives, successors and assigns of the
        Creditor and of each of them, respectively (in case this Subordination Agreement
        be signed by more than one signer), from and after the date of its execution
        and
        delivery to the Lender irrespective of whether this or any similar agreement
        is
        executed by any other creditor of the Debtor.  This Subordination
        Agreement is enforceable by the Lender and each of its participants, successors
        and assigns.  Notice of acceptance by the Lender of this Subordination
        Agreement or of reliance by the Lender upon the subordination herein contained
        is hereby waived by the Creditor.

      


      12.           If
        more than one Creditor shall sign this Subordination Agreement, then the
        covenants, promises and agreements herein contained shall be construed to
        be the
        several promises, covenants and agreements of each of those
        signers.

      


      IN
        WITNESS WHEREOF, the Creditor has executed this Subordination Agreement as
        of
        the day and year first above written.

      


      
        	 	
                /S/
                  Richard Kiphart

              
	 	
                Richard
                  Kiphart

              


      

      


      The
        undersigned, being the Debtor referred to in the foregoing Subordination
        Agreement, hereby acknowledges receipt of a copy thereof and agrees to all
        of
        the terms and provisions thereof, and agrees to and with the Lender named
        therein that the undersigned will make no payment of the  Subordinated
        Indebtedness therein described or consent to or participate in any act whatever
        which payment or act is in violation of any of the provisions of said
        Subordination Agreement.  The undersigned hereby authorizes the
        Lender, without notice to the undersigned, to declare all of the Lender
        Indebtedness to be due and payable forthwith upon any violation of the
        undersigned of any of the provisions of the said Subordination
        Agreement.

      


      
        
           

        

        
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                NATURE
                  VISION, LLC 

              
	 	 	 
	 	
                By  

              	/S/
                Jeffrey P.
                Zernov                             
	 	
                Its

              	Chief
                Executive Officer


      

      


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