EXHIBIT 4.4 SUBORDINATION AGREEMENT








EXHIBIT 4.4




SUBORDINATION AGREEMENT



 






 
  This SUBORDINATION AGREEMENT ("Agreement") is entered into
  as of the 9th day of January, 2007, by Platinum Research Organization, Inc.,
  a Nevada corporation ("Creditor"), with a mailing address of Suite 421
  - 1917
  West 4th Avenue, Vancouver BC, Canada V6J 1M7, to and in favor of Seattle City
  Employees' Retirement System, a single-employer defined-benefit public
  employee retirement system ("SCERS") with a mailing address of 801 Third
  Avenue, Seattle, WA 98104, and consented and agreed to by Platinum Research
  Organization LP, a Texas limited partnership ("Borrower") with an address of
  2828 Routh Street, Suite 500, Dallas Texas 75201 and Platinum Intellectual
  Property L.P., a Texas limited partnership and a wholly-owned subsidiary of
  Borrower ("PIP"), with a mailing address of 2828 Routh Street, Suite 500,
  Dallas Texas 75201.

  
  

  
  RECITALS

  
  

        A. Borrower is directly or indirectly obligated, or may
  become directly or indirectly obligated, to Creditor pursuant to that certain
  Bridge Loan Agreement, dated January__, 2007 in the original principal amount
  of $1,000,000 from Borrower in favor of Creditor. The foregoing, including
  without limitation, all amendments, modifications and replacements thereto,
  the "Creditor Obligations".

  

        B. Pursuant to the Creditor Obligations, each of Borrower
  and PIP has granted, or may grant or may cause others to grant certain liens
  and security interests to Creditor, for the purpose of securing Borrower's
  payment and performance of the Creditor Obligations.

  

        C. PIP is obligated to SCERS pursuant to one or more notes,
  loan agreements, deeds of trust, security agreements, assignments, guaranty
  agreements, letters of credit and/or other obligations (all of such
  obligations of whatever form or nature of PIP to SCERS, including, without
  limitation, all amendments, modifications and replacements thereto, the "SCERS
  Obligations").

  

        D. The SCERS Obligations are secured by one or more
  documents, instruments and agreements from PIP, Borrower or other persons to
  SCERS (the SCERS Obligations and such other documents, instruments and
  agreements, as the same may from time to time be amended, modified,
  consolidated, renewed, extended, substituted or replaced, being collectively
  referred to herein as the "Loan Documents"; and the real and personal property
  now or hereafter pledged as collateral, or in which a lien or interest is or
  has been granted, to secure PIP and Borrower's payment and performance
  obligations under the SCERS Obligations being collectively referred to herein
  as the "Collateral").

  

        E. SCERS is not willing to enter into or continue the SCERS
  Obligations, nor advance any sums under any of the SCERS Obligations, nor
  consent to Borrower's entrance into the Creditor Obligations, unless Creditor
  executes this Agreement.

  

        NOW, THEREFORE, for and in consideration of the foregoing,
  of the mutual promises herein contained, and for other good and valuable
  consideration, the receipt and independent sufficiency of which are hereby
  acknowledged by all parties hereto, the parties agree as follows:

  

        1. Subordination of Creditor Obligations. The Creditor Obligations
  and the lien and security interest evidenced and created by the Creditor
  Obligations in and to the Collateral shall be and are subject and subordinate
  to the SCERS Obligations and the SCERS Obligations and the lien and security
  interest evidenced and created by the SCERS Obligations in and to the
  Collateral shall be and are superior to and 

 

 




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  have priority over the Creditor Obligations and the lien
  and security interest evidenced and created by the Creditor Obligations in and
  to the Collateral. SCERS hereby consents to Borrower's entrance into the
  Creditor Obligations, provided that the same remain subject and subordinate to
  the SCERS Obligations pursuant to this Agreement.

  

        2. Standstill Rights. Without the prior written
  consent of SCERS, Creditor shall have no right to (a) ask for, demand, sue
  for, accelerate take or receive from Borrower, by set-off or in any other
  manner, the whole, or any part, of any monies owing under the Creditor
  Obligations, (b) obtain any collateral security for the Creditor Obligations
  not otherwise described in or allowed under the Creditor Obligations, or (c)
  extend, modify or renew Borrower's obligations under the Creditor Obligations,
  unless and until the SCERS Obligations and all other obligations contained in
  the Loan Documents shall have been fully paid, satisfied and performed and no
  liability remains thereunder. Further, during any "Enforcement Period",
  Creditor shall not take, pursue or continue any action with respect to the
  Collateral, release any surety or security for the Creditor Obligations, or
  exercise any other right or seek any other remedy under the Creditor
  Obligations (including the pursuit of judicial or non-judicial foreclosure,
  transfer or sale, the seeking of an appointment of a receiver, or the taking
  of possession of all or any portion of the assets of Borrower). As used
  herein, an "Enforcement Period" shall be that period commencing on the date
  that SCERS notifies Creditor in writing of a default by PIP or Borrower in the
  repayment of or performance of the SCERS Obligations (the "Notice") and ending
  on the earlier of (x) one hundred eighty (180) days from the date of such
  Notice or (y) the complete cure of the default specified in the Notice by
  Borrower or the waiver of the same, in writing, by SCERS. Notwithstanding the
  foregoing, Creditor shall not be precluded from filing proofs of claim, taking
  steps reasonably necessary to preclude the running of statutes of limitations
  or continuing previously-perfected security interest(s) in any of the
  Collateral.

  

        3. Disposition of Payment, Proceeds and Collateral.
  Should any payment be received by Creditor during any Enforcement Period,
  Creditor agrees forthwith to deliver the same to SCERS in the form received
  (except for the endorsement or assignment of Creditor where SCERS, in its sole
  discretion, deems such endorsement or assignment to be necessary), for
  application against the SCERS Obligations, and until so delivered, the same
  shall be held in trust by Creditor as property of SCERS. In the event of the
  failure of Creditor to make any such endorsement or assignment, after written
  demand to Creditor therefor, SCERS, or any of its officers or employees on
  behalf of SCERS, are hereby irrevocably authorized to make the same.

  

        4. Representations and Warranties. Creditor
  represents, warrants and covenants that: 

  

                  (a) Creditor Obligations. (i) true, correct and
  complete copies of the Creditor Obligations are attached hereto as Exhibit
  A; (ii) the terms set forth in the Creditor Obligations have not been
  modified, amended or changed in any manner; (iii) Creditor's rights to
  repayment of the Creditor Obligations are as set forth in the Creditor
  Obligations; (iv) Creditor is aware of no default or event, which with only
  the passing of time or giving of notice (or both), would become a default,
  under any of the Creditor Obligations; (v) Creditor is the true and lawful
  owner of and beneficiary of the Creditor Obligations; and (vi) neither the
  Creditor Obligations, nor any of Creditor's individual or collective rights or
  interests in or to the Creditor Obligations have been assigned, sold,
  transferred, pledged, or otherwise conveyed in whole or in part.

  

                  (b) Notices. Creditor agrees to provide SCERS prior
  written notice of the exercise of any right or remedy available to Creditor as
  a result of a default under the Creditor Obligations, or of any claim against
  or receipt of any of the Collateral by Creditor or any party on Creditor's
  behalf. Borrower agrees to provide SCERS written notice of the occurrence of
  any default or event of default under the Creditor Obligations as and when
  provided to Borrower.

 



 


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                 (c) Further Subordination or Pledge. Creditor agrees
  not to subordinate, grant a security interest or lien on, assign, or transfer
  all or any part of the Creditor Obligations to any other person without first
  providing SCERS with prior written notice thereof, provided that any such
  assignee shall execute and deliver an assumption of this Agreement as a
  condition to any such assignment or transfer.

  

                 (d) Casualty/Condemnation. In the event any of the
  Collateral is or becomes subject to any casualty or condemnation event or
  action, Creditor shall allow SCERS the exclusive right to adjust, compromise
  or settle any such loss and to apply any and all proceeds resulting therefrom,
  as SCERS may determine, against the SCERS Obligations or against the repair or
  replacement of the Collateral.

  

                 (e) Amendment, Release, etc. Creditor consents and
  agrees that SCERS may at any time, or from time to time, in its sole
  discretion: (i) renew, extend or otherwise change the time of payment and/or
  the manner, place or terms of payment of any or all of the SCERS Obligations
  or otherwise modify the SCERS Obligations; (ii) grant indulgences generally
  from time to time to PIP and/or Borrower or any third party liable for the
  SCERS Obligations; (iii) exchange, release or surrender all or any of the
  collateral security for, or take or include additional property of Borrower as
  collateral security for, the SCERS Obligations or any liabilities or
  obligations of PIP and/or Borrower; (iv) sell or otherwise dispose of and/or
  purchase all or any of such collateral at public or private sale, or to or
  through any securities intermediary, and after deducting all costs and
  expenses of every kind for collection, preparation for sale, sale or delivery,
  the net proceeds of any such sale or other disposition may be applied by SCERS
  upon all or any of the SCERS Obligations; and (v) settle or compromise with
  PIP and/or Borrower, any insurance carrier or any other person liable thereon,
  any and all of the SCERS Obligations, or subordinate the payment of all or any
  part of same, to the payment of any other debts or claims, which may at any
  time be due or owing to SCERS or any other person, all in such manner and upon
  such terms as SCERS may deem proper or desirable, and without notice to or
  further consent from Creditor -- it being agreed that Creditor shall be and
  remain bound by this Agreement, irrespective of the existence, value or
  condition of any collateral, or the impairment of any collateral (to include,
  without limitation, due to any failure to perfect a security interest in
  collateral), or the unenforceability of any of the SCERS Obligations or the
  discharge or release of PIP and/or Borrower from liability for any of the
  SCERS Obligations and notwithstanding any such change, exchange, settlement,
  compromise, surrender, release, sale or other disposition, application,
  renewal or extension. Creditor hereby agrees to take any and all actions and
  to timely execute, deliver, file and/or record any and all additional
  agreements, documents or instruments as may be necessary or reasonably
  requested, from time to time, by SCERS, to further evidence the agreements
  herein contained, and if SCERS should request Creditor to execute, deliver,
  file or record any agreement, document or instrument or to consent to any of
  the matters contained herein, such request and/or consent by Creditor shall
  not constitute a waiver by SCERS of the provisions of this Agreement nor
  create a "course of conduct" between the parties.

  

                 (f) Waiver. Creditor hereby waives all notice of acceptance of this
  Agreement or the provisions hereof by SCERS and all other notices not
  specifically required pursuant to this Agreement. Creditor hereby waives any
  and all rights to compel SCERS to marshal any assets of the Borrower. Creditor
  hereby acknowledges and agrees that (i) SCERS has made no representations as
  to the due execution, legality, validity, completeness or enforceability of
  SCERS Obligations or any of the Loan Documents; (ii) SCERS has made no
  representation or warranty as to the collectibility of the SCERS Obligations
  or the sufficiency of the Collateral for the SCERS Obligations and Creditor
  Obligations; and (iii) SCERS has no present, nor any future, duty or
  obligation to Creditor to disclose any financial information, analyses,
  reports, results of any due diligence investigations, or statements or
  information contained in any applications, documents, certificates or
  agreements provided SCERS at any time by Borrower or on their behalf. Creditor
  has been and will hereafter be afforded the opportunity to review

   

 




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  the financial condition of Borrower and the sufficiency of
  the collateral for the Creditor Obligations, and Creditor does hereby waive
  and forever release any and all claims which it, or any party acting through
  it, may have against SCERS for taking or failing to take any action,
  disclosing or failing to disclose any information or acting or failing to act
  in any way necessary or prudent to benefit Creditor, to enforce the Creditor
  Obligations or to protect any collateral or property, including the
  Collateral.

  

                (g) Authority. The person or persons executing this
  Agreement for Creditor are duly authorized to execute this Agreement, to bind
  Creditor and to agree to the provisions hereof. No party other than Creditor
  need execute this Agreement nor consent to the terms hereof in order for the
  same to be binding and enforceable by SCERS.

  

       5. No Rights in Third Parties; Reservation of Rights
  Against Others. All representations, warranties, covenants and agreements
  herein contained are solely for the benefit of SCERS and Creditor, and there
  are no other parties, specifically including PIP and Borrower, who are
  intended to benefit in any way from this Agreement. Neither PIP nor Borrower
  nor any third party shall have the right to use the terms, conditions and
  agreements contained in this Agreement to waive, limit, modify or alter in any
  manner the rights, security interests and/or liens each of SCERS and Creditor
  has or may have against PIP or Borrower or any of such parties, their property
  or assets. This Agreement shall not be construed to impose any obligation on
  SCERS or Creditor to extend or continue to extend credit to, perform on behalf
  of, or otherwise deal with, PIP or Borrower at any time or in any manner.

  

       6. Bankruptcy. This Agreement shall remain in full
  force and effect notwithstanding the filing of a voluntary or involuntary
  petition for relief, or taking any similar action, by or against Borrower
  under any applicable Bankruptcy, creditor's rights or insolvency laws.

  

       7. Notices. All notices or demands by any party
  relating to this Agreement shall be in writing and shall be personally
  delivered or sent by a recognized overnight delivery service, certified mail,
  postage prepaid, return receipt requested to PIP and Borrower or to SCERS or
  to Creditor, as the case may be, at their respective addresses as set forth on
  the first page of this Agreement. Notices shall be deemed received when
  actually received or refused, when delivered, if by personal delivery, the
  next Business Day, if by overnight mail, and three (3) days following deposit
  with the U.S. Postal Service, if by certified mail. The parties may change the
  address at which they are to receive notices hereunder by notice in writing in
  the foregoing manner given to the other.

  

       8. Amendments. This Agreement shall not be amended
  or modified except by a written instrument signed by all parties hereto.

  

       9. Governing Law; "Business Days"; Time. This
  Agreement shall be governed by and construed in accordance with the laws of
  the State of Washington, without giving effect to conflict of law provisions.
  As used herein, a "Business Day" shall mean any day that is not a Saturday,
  Sunday or other day on which banks in the State of Washington are authorized
  or required to close. Time is of the essence with respect to the performance
  of all obligations of the parties hereunder.

  

       10. Assignment. The terms hereof shall be binding upon and inure to
  the benefit of the heirs, successors and assigns of the parties hereto. It is
  expressly recognized and agreed that Creditor and/or SCERS may assign some or
  all of its respective rights under the Creditor Obligations and SCERS
  Obligations to other persons, firms or legal entities, but no such assignment
  shall limit, modify or waive the rights and obligations of, nor release, the
  parties under this Agreement, and all proposed assignees shall execute and
  deliver an assumption of this Agreement as a condition to any such assignment.
  Notwithstanding the foregoing, should SCERS sell the SCERS Obligations to a
  third party for value, 

   

 




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  SCERS shall be released from any further liability
  hereunder if and at such time as such third party assumes in writing the
  rights and obligations of SCERS under this Agreement.

  

       11. Execution in Counterparts. This Agreement may be
  executed in two or more counterparts, each of which shall be deemed to be an
  original, but all of which shall constitute one and the same instrument, and
  in making proof of this Agreement, it shall not be necessary to produce or
  account for more than one such counterpart.

  

       12. PIP and Borrower's Joinder. PIP and Borrower
  hereby joins in the execution of this Agreement to consent to, acknowledge and
  agree to be bound by, its terms, and to agree to the rights and remedies of
  SCERS herein created.

 






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  In witness whereof, the parties have caused this agreement
  to be executed with authority duly obtained, as of the date first written
  above.

 





 
 	
   CREDITOR:

   

   PLATINUM RESOURCES ORGANIZATION, INC.

   

   /s/ Cecelia Pineda

   By: _____________________________

   Print Name: __Cecelia Pineda_________

   Title: President and Chief Executive Officer 
   

   
   

	 
	
    

   BORROWER:

   

   
   PLATINUM RESOURCES ORGANIZATION L.P.

   
   

   John T. (Cork) Jaeger, Jr.

   By: _____________________________

   Print Name:_John T. (Cork) Jaeger, Jr      

   Title: President and Chief Executive Officer 
   

   
	 
	PLATINUM INTELLECTUAL PROPERTY, L.P.
   /s/ John T. (Cork) Jaeger, Jr.

   By: _____________________________

   Print Name:_John T. (Cork) Jaeger, Jr      

   Title: President and Chief Executive Officer 

   
	 
	
   

   
   SEATTLE CITY EMPLOYEES' RETIREMENT SYSTEM

   
   

   /s/ Mel Robertson

   By: _________________________

   Print Name: Mel Robertson               
   

   
   Title: Chief Investment Officer            

   


 


 

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EXHIBIT A




Creditor Obligations

(Attached)


 

 

 

 

 

 

 

7