Subordination Agreement
 (All Indebtedness and Liens)




_____________________________("Borrower")   is  indebted   to  the   undersigned
("Creditor") in the principal sum  of__________________________________  Dollars
($____________   )  evidenced  by  an  open  account  a  promissory  note  other
(describe)_______________________   which   indebtedness  is  unsecured  secured
by_______________________________,  and  Creditor  is or may become  financially
interested  in Borrower  and  desires to aid  Borrower  in  obtaining  or having
continued financial accommodations,  whether by way of loan, commitment to loan,
discounting of  instruments,  extensions of credit or the obtaining of any other
financial aid from Comerica Bank ("Bank").

In order to  induce  the Bank to  extend  or to  continue  to  extend  financial
accommodations  to  Borrower  from  time  to  time,  whether  by way of a  loan,
commitment to loan, discounting of instruments, extension of credit or otherwise
and in consideration of any of these financial  accommodations,  Creditor agrees
as follows:

1. Any and all obligations  and liabilities of Borrower to Creditor,  including,
   without limit,  principal and interest payments,  whether direct or indirect,
   absolute or  contingent,  joint or several,  secured or unsecured,  due or to
   become due, now existing or later arising and whatever the amount and however
   evidenced (the  "Subordinated  Indebtedness"),  are  subordinated in right of
   payment to any and all  obligations  and liabilities of Borrower to the Bank,
   including,  without limit, principal and interest payments, whether direct or
   indirect, absolute or contingent, joint or several, secured or unsecured, due
   or to become  due,  now  existing or later  arising  and  however  evidenced,
   together with all other sums due thereon and all costs of collecting the same
   (including,  without limit,  reasonable  attorney fees) for which Borrower is
   liable (the "Senior Indebtedness").

2. Creditor  will  not ask for,  demand,  sue for,  take or  receive  (by way of
   voluntary  payment,  acceleration,  set-off or  counterclaim,  foreclosure or
   other  realization  on security,  dividends in bankruptcy or  otherwise),  or
   offer  to  make  any  discharge  or  release  of,  any  of  the  Subordinated
   Indebtedness,  and  Creditor  waives  any such  rights  with  respect  to the
   Subordinated   Indebtedness  nor  shall  Creditor   exercise  any  rights  of
   subrogation or other similar rights with respect to the Senior Indebtedness.

3. Creditor will not exercise any of Creditor's  rights in any collateral now or
   later securing the Subordinated  Indebtedness.  All rights of Creditor in any
   collateral  now  or  later  securing  the   Subordinated   Indebtedness   are
   subordinated  to all rights of the Bank now or later  existing  in any of the
   same collateral securing the Senior Indebtedness.

4. Creditor authorizes and empowers the Bank to demand, enforce payment by legal
   proceedings,  receive and give acquittances for the Subordinated Indebtedness
   and to exercise all rights of Creditor in any security  (other than a deed of
   trust,  mortgage or security  interest  covering real property or a principal
   dwelling) now or later held for the Subordinated Indebtedness.  As collateral
   for the Senior Indebtedness,  Creditor hereby pledges,  assigns and grants to
   Bank a security interest in the Subordinated Indebtedness,  any collateral or
   other  security  (other than a deed of trust,  mortgage or security  interest
   covering  real  property  or  a  principal  dwelling)  for  the  Subordinated
   Indebtedness,  and all claims or demands of Creditor in connection therewith,
   with full  right on the part of the  Bank,  in its own name or in the name of
   Creditor,  to collect and enforce these claims or demands,  by suit, proof of
   debt  in  bankruptcy,  or in  any  other  proceeding  involving  dissolution,
   insolvency, liquidation or an adjustment of the indebtedness of Borrower. The
   Bank has no obligation to the Creditor to take any steps with regard to these
   claims or demands, the Subordinated Indebtedness,  or any collateral or other
   security for the Subordinated Indebtedness.

5. Should any  payment,  distribution  or  security  or  proceeds  from these be
   received by Creditor  upon or with respect to the  Subordinated  Indebtedness
   prior to the satisfaction in full of the Senior Indebtedness,  Creditor shall
   immediately  deliver  same  to the  Bank in the  form  received  (except  for
   endorsement  or  assignment  by Creditor  where  required  by the Bank),  for
   application on the Senior  Indebtedness  (whether or not then due and in such
   order of maturity as Bank elects) and, until so delivered,  the same shall be
   held in trust by Creditor as the property of the Bank.
<PAGE>

6. Creditor represents and warrants that it has not made or permitted to be made
   and shall not make or permit any assignment, transfer, pledge, or disposition
   for collateral purposes or otherwise,  of all or any part of the Subordinated
   Indebtedness  or any  collateral  or  other  security  for  the  Subordinated
   Indebtedness so long as this Agreement remains in effect.  Creditor shall, on
   the date of this  Agreement or promptly  upon receipt if not yet delivered to
   Creditor,  deliver to the Bank,  endorsed if required by the Bank,  all notes
   and other  instruments  evidencing any  Subordinated  Indebtedness.  Creditor
   agrees to execute all financing  statements  deemed  necessary by the Bank to
   perfect the Bank's rights and interests under this Agreement.  The Bank is to
   have all the rights and  remedies of a secured  creditor  under the  Michigan
   Uniform  Commercial  Code, as amended from time to time, with respect to such
   interests. Creditor further makes, constitutes and appoints Bank its true and
   lawful attorney-in-fact with full power of substitution to take any action in
   furtherance of this Agreement,  including, but not limited to, the signing of
   financing  statements,  endorsing  of  instruments,  and  the  execution  and
   delivery of all  documents and  agreements  necessary to obtain or accomplish
   any  protection  for  or  collection  or  disposition  of  any  part  of  any
   collateral.  Such appointment shall be deemed irrevocable and coupled with an
   interest.

7. This  Agreement  constitutes a continuing  agreement of  subordination,  even
   though at times  Borrower is not indebted to the Bank. The Bank may continue,
   in reliance on this  Agreement,  without notice to Creditor,  to lend monies,
   extend credit,  modify, renew or make other financial  accommodations,  to or
   for the account of  Borrower  until the fifth  (5th) day  ("effective  date")
   following  written  acknowledgment  by an  officer  of the Bank that the Bank
   received  written notice of revocation of this  Agreement from Creditor.  Any
   such  notice  of  revocation   shall  not  be  effective  as  to  any  Senior
   Indebtedness  existing  at the  effective  date of  revocation  or any Senior
   Indebtedness  created after that  pursuant to any  commitment or agreement of
   the Bank or pursuant to any Borrower loan (whether  advances or readvances by
   the Bank after the effective  date of revocation  are optional or obligatory)
   existing at the effective date of revocation or any modifications or renewals
   of any such Senior Indebtedness,  whether in whole or in part.  Possession by
   the Bank of any note or other  evidence  of  indebtedness  made,  endorsed or
   guaranteed by Borrower  shall be conclusive  evidence (but not the only means
   of establishing) that Borrower is indebted to the Bank.

8. Creditor shall  indemnify the Bank against all claims,  damages,  costs,  and
   expenses,  including,  without limit, reasonable attorneys' fees, incurred by
   the Bank in  connection  with any  suit,  claim or  action  against  the Bank
   arising out of any  modification  or  termination  of a Borrower  loan or any
   refusal by the Bank to extend additional credit relating to the revocation of
   this Agreement.



<PAGE>





9. Creditor  delivers  this  Agreement  based solely on  Creditor's  independent
   investigation of (or decision not to investigate) the financial  condition of
   Borrower  and is  not  relying  on any  information  furnished  by the  Bank.
   Creditor assumes full  responsibility  for obtaining any further  information
   concerning   Borrower's  financial  condition,   the  status  of  the  Senior
   Indebtedness  or any  other  matter  which  Creditor  may deem  necessary  or
   appropriate  now or later.  Creditor waives any duty on the part of the Bank,
   and agrees  that  Creditor  is not  relying  upon nor  expecting  the Bank to
   disclose  to  Creditor  any  fact now or later  known  by the  Bank,  whether
   relating  to  the  operations  or  condition  of  Borrower,   the  existence,
   liabilities   or  financial   condition  of  any   guarantor  of  the  Senior
   Indebtedness,  the  occurrence  of any  default  with  respect  to the Senior
   Indebtedness,  or  otherwise,  notwithstanding  any effect such fact may have
   upon  Creditor's  risk  or  Creditor's  rights  against  Borrower.   Creditor
   knowingly accepts the full range of risk encompassed in this Agreement, which
   risk includes,  without limit, the possibility that Borrower may incur Senior
   Indebtedness  to the Bank after the financial  condition of Borrower,  or its
   ability to pay Borrower's debts as they mature,  has  deteriorated.  Creditor
   acknowledges  and agrees that the Bank's rights under this  Agreement are not
   conditioned  upon pursuit by the Bank of any remedy the Bank may have against
   Borrower or any other person or any other security. The absence of Borrower's
   signature at the end of this  Agreement  shall in no way impair or affect the
   validity of this Agreement.

10.The Bank, in its sole  discretion,  without notice to Creditor,  may release,
   exchange,  enforce and otherwise  deal with any security now or later held by
   the Bank for payment of the Senior  Indebtedness  or release any party now or
   later liable for payment of the Senior Indebtedness  without affecting in any
   manner the Bank's  rights under this  Agreement.  Creditor  acknowledges  and
   agrees that the Bank has no  obligation  to acquire or perfect any lien on or
   security  interest in any asset(s),  whether realty or personalty,  to secure
   payment of the Senior  Indebtedness,  and Creditor is not relying upon assets
   in which the Bank has or may have a lien or security  interest for payment of
   the Senior Indebtedness.

11.Notwithstanding any prior revocation,  termination,  surrender,  or discharge
   of this  Agreement in whole or in part, the  effectiveness  of this Agreement
   shall  automatically  continue or be reinstated in the event that any payment
   received or credit given by the Bank in respect of the Senior Indebtedness is
   returned,  disgorged, or rescinded under any applicable state or federal law,
   including,  without limitation,  laws pertaining to bankruptcy or insolvency,
   in which case this Agreement, shall be enforceable against the Creditor as if
   the returned, disgorged, or rescinded payment or credit had not been received
   or given by the Bank, and whether or not the Bank relied upon this payment or
   credit  or  changed  its  position  as a  consequence  of it. In the event of
   continuation or  reinstatement  of this  Agreement,  the Creditor agrees upon
   demand by the Bank to execute and deliver to the Bank those  documents  which
   the Bank  determines  are  appropriate  to  further  evidence  (in the public
   records or  otherwise)  this  continuation  or  reinstatement,  although  the
   failure  of  the  Creditor  to  do  so  shall  not  affect  in  any  way  the
   reinstatement or continuation.
<PAGE>

12.Creditor  waives any right to require  the Bank to: (a)  proceed  against any
   person  or  property;  (b) give  notice of the  terms,  time and place of any
   public or private sale of personal  property  security  held from Borrower or
   any other person, or otherwise comply with the provisions of Section 9-504 of
   the Michigan or other applicable  Uniform  Commercial Code; or (c) pursue any
   other remedy in the Bank's  power.  Creditor  waives  notice of acceptance of
   this Agreement and presentment, demand, protest, notice of protest, dishonor,
   notice of  dishonor,  notice of default,  notice of intent to  accelerate  or
   demand payment of any Senior Indebtedness, any and all other notices to which
   the undersigned might otherwise be entitled,  and diligence in collecting any
   Senior  Indebtedness,  and  agrees  that the Bank may,  once or any number of
   times,  modify  the terms of any  Senior  Indebtedness,  compromise,  extend,
   increase,  accelerate,  renew or  forbear  to  enforce  payment of any or all
   Senior  Indebtedness,  or permit  the  Borrower  to incur  additional  Senior
   Indebtedness,  all without  notice to Creditor  and without  affecting in any
   manner the unconditional obligations of Creditor under this Agreement.

13.Creditor acknowledges that the Bank has the right to sell, assign,  transfer,
   negotiate  or grant  participations  or any  interest  in,  any or all of the
   Senior Indebtedness and any related obligations, including without limit this
   Agreement.  In connection with the above, but without limiting its ability to
   make other  disclosures to the full extent  allowable,  the Bank may disclose
   all  documents  and  information  which the Bank now or later has or acquires
   relating to Creditor and this Agreement,  however obtained.  Creditor further
   agrees that the Bank may disclose such documents and information to Borrower.
   Creditor  further  agrees that the Bank may provide  information  relating to
   this  Agreement  or relating to  Creditor to the Bank's  parent,  affiliates,
   subsidiaries and service providers.

14.No waiver or  modification of any of its rights under this Agreement shall be
   effective unless the waiver or modification shall be in writing and signed by
   an  authorized  officer on behalf of the Bank.  Each  waiver or  modification
   shall be a waiver or modification only with respect to the specific matter to
   which the  waiver or  modification  relates  and shall in no way  impair  the
   rights of the Bank or the  obligations  of  Creditor to the Bank in any other
   respect.

15.This  Agreement  shall bind and be for the benefit of  Creditor  and the Bank
   and their respective successors and assigns, and shall be construed according
   to the laws of the State of  Michigan,  without  regard to  conflict  of laws
   principles.  If this  Agreement is executed by two or more persons,  it shall
   bind each of them individually as well as jointly.

16.The  term  "Borrower",  as used  in  this  Agreement,  includes  any  person,
   corporation,  partnership  or other entity which succeeds to the interests or
   business of Borrower  named above,  and the terms "Senior  Indebtedness"  and
   "Subordinated Indebtedness" include indebtedness of any successor Borrower to
   the Bank and Creditor.

17.Creditor  agrees to reimburse  the Bank upon demand for any and all costs and
   expenses  (including,  without limit, court costs, legal fees, and reasonable
   attorney fees whether inside or outside counsel is used,  whether or not suit
   is instituted and, if instituted, whether at the trial or appellate level, in
   a bankruptcy, probate or administrative proceeding, or otherwise) incurred in
   enforcing any of the duties and obligations of Creditor under this Agreement.

18.Creditor  waives any defense  against the  enforceability  of this  Agreement
   based  upon or  arising  by  reason of the  application  by  Borrower  of the
   proceeds of any Indebtedness for purposes other than the purposes represented
   by Borrower to the Bank or intended or  understood  by the Bank or  Creditor.
   Creditor  waives all rights to require the Bank to marshall the Collateral or
   any  other  property  the  Bank  may at any  time  have as  security  for the
   Indebtedness  and  waives  all  right to  require  the Bank to first  proceed
   against  any  guarantor  or  other  person  before  proceeding   against  the
   Collateral.



<PAGE>


19.The relative  priorities  of the Bank and Creditor in the  Collateral  as set
   forth in this Agreement control  irrespective of the time, method or order of
   attachment or perfection of the liens and security  interests acquired by the
   parties  in the  Collateral  and  irrespective  of the  priorities  as  would
   otherwise be determined by reference to the Uniform  Commercial Code or other
   applicable  laws.  Creditor  shall not  contest  the  validity,  priority  or
   perfection of the Bank's security  interest in the Collateral  (regardless of
   whether  the  Bank's  security   interest  in  the  Collateral  is  valid  or
   perfected).  The priorities of any liens or security interests of the parties
   in any property of the Borrower other than the Collateral are not affected by
   this  Agreement and shall be  determined by reference to applicable  law. The
   Bank's  rights  under  this   Agreement  are  in  addition  to,  and  not  in
   substitution  of, its rights  under any other  subordination  agreement  with
   Creditor.

20.                  Special Provisions: [None if left blank.]

-------------------------------------


THE  UNDERSIGNED AND THE BANK  ACKNOWLEDGE  THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL  ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE  OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,  KNOWINGLY
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION  REGARDING THE  PERFORMANCE OR ENFORCEMENT  OF, OR IN
ANY WAY RELATED TO, THIS AGREEMENT.


IN WITNESS  WHEREOF,  Creditor has caused this  Agreement to be executed as of
___________________________.


___________________________                 CREDITOR'S ADDRESS
[CREDITOR]

BY:
   ----------------------------              --------------------------------
   SIGNATURE OF                              STREET ADDRESS

ITS:
   ----------------------------              --------------------------------
   TITLE (if applicable)                     CITY                    STATE

                                             ---------------------------------
                                             ZIP


<PAGE>

                            BORROWER'S ACKNOWLEDGMENT



____________________________________    ("Borrower")    accepts    notice    of
subordination  created by this  Agreement and agrees that it will take no action
inconsistent  with this  Agreement  and  that,  except  with the  prior  written
approval  of Bank,  no payment or  distribution  shall be made by Borrower on or
with respect to the Subordinated Indebtedness, so long as this Agreement remains
in effect.  Borrower agrees that the Bank may, at its option, without notice and
without  limiting  Bank's  other  rights,  upon any  breach by  Creditor  of, or
purported  termination  by the Creditor of, this  Agreement,  declare all Senior
Indebtedness to be immediately due and payable and/or  terminate any commitments
of Bank to Borrower.



______________________________               BORROWER'S ADDRESS
[BORROWER]

BY:
   --------------------------------          --------------------------------
   SIGNATURE OF                              STREET ADDRESS

ITS:
   --------------------------------          --------------------------------
   TITLE (if applicable)                     CITY                    STATE


                                             --------------------------------
                                             ZIP


                                             Dated:__________________________