Subordination Agreement









EXHIBIT 4.30




 




SUBORDINATION AGREEMENT




 




THIS

SUBORDINATION AGREEMENT (this “Agreement”), dated as of April       , 2002, is between EDGEWATER PRIVATE

EQUITY FUND III, L.P., a Delaware limited partnership, as agent (“Agent”)

on behalf of certain Lenders party to the Purchase Agreement (as defined below)

(“Lenders”), and MRA SYSTEMS, INC., a Colorado corporation d/b/a GE ACCESS

(“Creditor”).




 




WHEREAS,

EpicEdge, Inc., a Texas corporation (“Borrower”), is currently indebted to

Creditor under certain agreements, instruments and documents, (together with

any amendments thereto or replacements or substitutions thereof, now or

hereafter evidencing or securing the Creditor Indebtedness (as defined below)

the “Creditor Documents”) which indebtedness is secured by a security interest

in and a lien on all of Borrower’s assets;




 




WHEREAS,

Lenders have agreed to make loans and other credit accommodations (“Lenders’

Indebtedness”) to and for the account of Borrower pursuant to a Note and

Preferred Stock Purchase Agreement of even date herewith, among Lenders,

Borrower and certain other parties (the “Purchase Agreement”; and together with

such other agreements, instruments and documents, including any amendments

thereto or replacements or substitutions thereof, evidencing or securing all or

any part of Lenders’ Indebtedness, the “Lenders’ Documents”), a copy of which

has been furnished to Creditor;




 




WHEREAS, the

Lenders’ Indebtedness is and will be secured in its entirety by a security

interest in and lien on all of Borrower’s assets; and




 




WHEREAS,

Lenders have agreed that any security interest hereafter acquired by Lenders in

or on Borrower’s assets shall be and remain, in all respects, subordinate to

any security interest in or lien on Borrower’s assets in favor of Creditor.




 




NOW,

THEREFORE, in consideration of the premises and covenants contained herein and

for other good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the undersigned do hereby agree as follows:




 




1.             Lenders hereby subordinate the

Lenders’ Indebtedness to any and all sums, debts, demands, claims, liabilities

or causes of action for which Borrower may be liable to Creditor pursuant to

the Creditor Documents and/or pursuant to any note, security agreement,

guaranty or other instrument or document executed pursuant thereto or in

connection therewith (the “Creditor Indebtedness”).




 




2.             Lenders hereby subordinate all

security interests, liens on, and encumbrances which in any way secure the

Lenders’ Indebtedness (the “Lenders’ Collateral”) to all security interests,

liens on, and encumbrances which in any way secure the payment of the Creditor

Indebtedness (the “Creditor Collateral”).




 




3.             Creditor hereby consents to the

Borrower incurring the Lenders’ Indebtedness and the granting of a security

interest in the Lenders’ Collateral.




 





























 




4.             Creditor hereby represents and

warrants that the Borrower is not in breach of any term of the Creditor

Documents and that no default or event of default has occurred or is continuing

under the Creditor Documents.




 




5.             Creditor hereby agrees to (a)

forbear from accelerating the Creditor Indebtedness, (b) not declare a default

or event of default under the Creditor Documents, and (c) not exercise any

remedies against the Borrower, as long as, (i) there are no payment defaults

under the Creditor Documents or (ii) no bankruptcy or other case or proceeding

under any bankruptcy or insolvency law, is commenced in respect of the

Borrower.




 




6.             This Agreement shall continue in

full force and effect until the full payment of the entire Creditor

Indebtedness.




 




7.             All notices, payments, requests,

reports, information and demands which any party may desire or may be required

to give or make to any other party shall be given or made upon such party by

and hand delivery or by the deposit in the United States Mail, postage prepaid,

Certified or Registered addressed as follows:




 




	

  TO CREDITOR:


  	

  MRA SYSTEMS,

  INC., d/b/a GE ACCESS


  
	

   


  	

  1426 Pearl

  Street


  
	

   


  	

  Boulder,

  Colorado 80302


  
	

   


  	

  Attn:


  	

   


  	

   


  
	

   


  	

   


  
	

  TO LENDERS:


  	

  EDGEWATER

  PRIVATE EQUITY FUND III, L.P.


  
	

   


  	

  900 North

  Michigan Avenue


  
	

   


  	

  Chicago,

  Illinois 60611


  
	

   


  	

  Attn: Ryan

  Satterfield


  





 




Said notice shall be deemed

given when delivered or mailed as aforesaid.




 




8.             This Agreement shall be binding

upon the successors and assigns of the Lenders, Borrower and Creditor.




 




[Signature Page Follows]




 




2





























 




IN WITNESS

WHEREOF, the undersigned have caused this Agreement to be duly executed as of

the day and year first above written.




 




	

   


  	

  CREDITOR:


  
	

   


  	

   


  
	

   


  	

  MRA SYSTEMS,

  INC., d/b/a GE Access


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Its:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  LENDERS:


  
	

   


  	

   


  
	

   


  	

  EDGEWATER

  PRIVATE EQUITY FUND III,


  L.P., as Agent for Lenders


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Its:


  	

   


  
								





 




3





























 




ACCEPTANCE OF BORROWER




 




EpicEdge, Inc.,

a Texas corporation, hereby accepts and consents to the foregoing Agreement and

agrees to be bound by all of the provisions thereof and to recognize all

priorities and rights granted thereby to MRA SYSTEMS, INC., d/b/a GE ACCESS,

and its successors and assigns and to perform in accordance therewith.




 




	

   


  	

  Borrower:


  
	

   


  	

   


  
	

   


  	

  EPICEDGE,

  INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Its:


  	

   


  
					





 




Dated: April        , 2002