EXHIBIT
10.15





SUBORDINATION
AGREEMENT





SUBORDINATION
AGREEMENT dated as of March 20, 2009 among the parties listed on Exhibit A
hereto (collectively, the “Subordinated Creditors”),
PERF-GO GREEN, INC., a Delaware corporation (the “Client”), PERF GO-GREEN
HOLDINGS, INC., a Delaware corporation (the “Guarantor”) (the Client and
the Guarantor herein collectively called the “Debtors” and each a “Debtor”), and STAR FUNDING,
INC., a New York corporation (the “Senior
Creditor”).





RECITALS:





A.              Concurrently
herewith, the Client and the Senior Creditor are entering into (i) a Supply
Agreement dated as of the date hereof (as it may be amended, supplemented or
otherwise modified from time to time, herein called the “Supply Agreement”), pursuant
to which the Senior Creditor is agreeing to supply, or extend credit to the
Client in order to enable it to purchase, Goods (as defined in the Supply
Agreement) and (ii) a Factoring Agreement dated as of the date hereof (as it
maybe amended, supplemented or otherwise modified from time to time, herein
called the “Factoring
Agreement”), pursuant to which the Senior Creditor is agreeing to
purchase certain Accounts Receivable of the Client.





B.           Concurrently
herewith, (a) the Guarantor is (i) executing and delivering a Guarantee of even
date herewith (the “Guarantee”), pursuant to which
it is guaranteeing the payment and performance in full when due of the Client’s
obligations to the Senior Creditor under the Factoring Agreement, the Supply
Agreement and all related instruments and documents and (ii) issuing a Warrant
of even date herewith in favor of the Senior Creditor, and (b) the Client and
the Guarantor are each executing and delivering a security agreement, pursuant
to which they are granting to Senior Creditor a security interest in all of
their respective assets, in order to secure their respective obligations under
the Senior Credit Documents.





C.           The
Subordinated Creditors have previously made available to the Guarantor certain
loans, pursuant to the Subordinated Credit Documents (as hereinafter defined).
In connection therewith, the Guarantor and/or Client have executed the
Subordinated Security Documents and Subordinated Warrant Documents (in each case
as hereinafter defined) in favor of the Subordinated Creditors.





D.           The
Senior Creditor and the Subordinated Creditors wish to set forth their agreement
as to certain of their respective rights, obligations and priority with respect
to the Debtors’ obligations under the Senior Credit Documents and Subordinated
Credit Documents.





E.           The
Senior Creditor is not willing to execute the Senior Credit Documents or to
supply Goods or extend credit to the Client thereunder unless the Subordinated
Creditors have executed and delivered this Subordination Agreement and have
subordinated the Subordinated Debt (as defined below) pursuant
hereto.













ACCORDINGLY,
in consideration of the premises, and in order to induce the Senior Creditor to
execute and deliver the Supply Agreement and the Factoring Agreement, and to
supply Goods and extend credit to the Client thereunder, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Subordinated Creditors and the Debtors hereby agree with the
Senior Creditor as follows:





1.           Certain
Definitions.





(a)           Capitalized
terms that are defined in the Factoring Agreement and/or Supply Agreement and
are not otherwise defined herein have the respective meanings ascribed to them
in such agreements and, in addition, the following terms have the following
meanings:





“Bankruptcy Code” means the
provisions of Title 11 of the United States Code, 11 U.S.C. §§101 ­et seq.





“Client” ” has
the meaning specified in the Preamble.





“Creditor” means the Senior
Creditor or any Subordinated Creditor; and “Creditors” means the Senior Creditor
and the Subordinated Creditors, collectively.





“Debtor” and “Debtors” have the meanings
specified in the Preamble.





“Distribution” means, with
respect to any indebtedness or obligation, (a) any payment or distribution by
any person or entity of cash, securities or other property, by set-off or
otherwise, on account of such indebtedness or obligation or (b) any redemption,
purchase or other acquisition of such indebtedness or obligation by any person
or entity. Restrictions on Distributions set forth herein shall not be construed
as limiting any restrictions on Distributions or other payments set forth in the
Senior Credit Documents.





“Factoring Agreement” has the
meaning specified in Recital A.





“Guarantor” has the meaning
specified in the Preamble.





“Lien” means any mortgage,
pledge, hypothecation, assignment, security deposit arrangement, encumbrance,
lien (whether statutory, consensual or otherwise), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing).





“Obligations” means all
obligations of the Debtors to Senior Creditor under the Senior Credit Documents
and/or to Subordinated Creditors under the Subordinated Credit Documents, as the
context may require.





“Paid in Full” or “Payment in Full”
means, with respect to any Obligations, that: (a) all of such Obligations have
been indefeasibly paid in full in cash and all commitments to lend under the
relevant Documents have been terminated, (b) no person or entity has any further
right to obtain any loans, letters of credit, bankers’ acceptances, or other
extensions of credit under the documents relating to such Obligations, and (c)
any and all letters of credit, bankers’ acceptances or similar instruments
issued under such documents have been cancelled and returned in accordance with
the terms of such documents.










“Post-Petition Interest” means
any interest accrued on the Senior Debt after the commencement of a Proceeding
with respect to any Debtor.





“Proceeding” means as to any
Debtor, any of the following: (i) any case or proceeding under the Bankruptcy
Code or any other Federal or State bankruptcy, insolvency, reorganization or
other law affecting creditors’ rights or any other or similar proceedings
seeking any stay, reorganization, arrangement, composition or readjustment of
the obligations and indebtedness of such Debtor, (ii) any proceeding seeking the
appointment of any trustee, receiver, liquidator, custodian or other insolvency
official with similar powers with respect to such Debtor or any of its assets,
(iii) any proceeding for liquidation, dissolution or other winding up of the
business of such Debtor, or (iv) any assignment for the benefit of creditors or
any marshalling of assets of such Debtor.





“Security Documents” means the
Senior Security Documents and the Subordinated Security Documents,
collectively.





“Senior Credit Documents”
means, collectively, the Factoring Agreement, the Supply Agreement, the Senior
Warrant Documents, the Senior Security Documents, and all other agreements,
instruments and documents governing or relating to the Senior Debt or any
portion thereof.





“Senior Debt” means all
“Obligations”, as such term is defined in the Senior Credit Documents, and all
extensions, modifications, deferrals or renewals thereof





“Senior Security Documents”
means, collectively, the Security Agreements dated as of the date hereof by the
Client and the Guarantor, respectively, in each case in favor of the Senior
Creditor (as each may be amended, restated, supplemented or otherwise modified
from time to time), all financing statements relating thereto, and all other
agreements, instruments or documents which create, grant, evidence or serve to
perfect, protect or provide notice of the Senior Creditor’s security interests
in the assets of the Debtors.





“Senior Warrant Documents”
means, collectively, that certain Warrant to Purchase Shares of the Guarantor by
the Guarantor in favor of Senior Creditor dated as of the date hereof, that
certain letter agreement of even date herewith by the Debtors in favor of the
Senior Creditor and any and all other agreements, instruments or documents
related to or executed in connection with the foregoing.





“Specified IP Collateral”means
all patents and patent applications and the inventions and improvements
described and claimed therein, all patentable inventions, all trademarks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, service marks, logos and other source or business
identifiers, and the goodwill
associated therewith, and any agreement providing for the grant by or to the
Debtor of any right to use any such patent or trademark.










“Standstill Period” means the
period commencing on the date the Senior Creditor receives written notice from a
Subordinated Creditor pursuant to Section 7(c) that such Creditor intends to
take an enforcement action against any of the assets of a Debtor and ending on
the earlier to occur of(a) the 180tbday following the Senior Creditor’s receipt of such notice and (b) the
commencement of any Proceedings against the Client (whether voluntary or
involuntary) that are not initiated by any of the Subordinated Creditors or any
group to which any Subordinated Creditor is a party.





“Subordinated Credit Documents”
means, collectively, the documents listed in Schedule I hereto and all other
agreements, instruments and documents governing or relating to the Subordinated
Debt or any portion thereof.





“Subordinated Debt” means
collectively all obligations, liabilities and indebtedness of every kind, nature
and description owing by the Debtors to the Subordinated Creditors evidenced by
or arising under the Subordinated Credit Documents, including, without
limitation, the indebtedness specified in Schedule I hereto, and all extensions,
deferrals or renewals thereof.





“Subordinated Security
Documents” means, collectively, that certain Security Agreement by the
Guarantor in favor of Subordinated Creditors dated as of June 10, 2008, that
certain Intellectual Property Security Agreement by the Guarantor and Client in
favor of Subordinated Creditors dated as of June 10, 2008, and any and all other
agreements, instruments or documents which create, grant, evidence or serve to
perfect, protect or provide notice of the Subordinated Creditors’ respective
security interests in the assets of the Debtors.





“Subordinated Warrant
Documents” means, collectively, (i) those certain Warrants to Purchase
Common Stock of the Guarantor dated May 13, 2008 and June 10, 2008 and (ii) that
certain Registration Rights Agreement, in each case by the Guarantor in favor of
Subordinated Creditors dated as of June 10, 2008, and any and all other
agreements, instruments or documents related to or executed in connection with
(i) and (ii).





“Supply Agreement” has the
meaning specified in Recital A.





(b)           Unless
otherwise expressly specified herein, defined terms denoting the singular number
shall, when in the plural form, denote the plural number of the matter or item
to which such defined terms refer, and vice-versa.





(c)           Words
of the neuter gender mean and include correlative words of the masculine and
feminine gender.





(d)           Section,
Exhibit, and Schedule headings used in this Agreement are for convenience only
and shall not affect the construction or meaning of any provisions of this
Agreement.











(e)           Unless
otherwise specified, the words “hereof’, “herein”, “hereunder” and other similar
words refer to this Agreement as a whole and not just to the Section, subsection
or clause in which they are used; and the words “this Agreement” refer to this
Subordination Agreement, as amended, modified or supplemented from time to
time.





(f)           Unless
otherwise specified, references to Sections, Recitals, Exhibits or Schedules are
references to Sections of, and Recitals, Exhibits, and Schedules to, this
Agreement.





2.           Subordination of
Debt.





(a)           Subject
to the terms and conditions herein, the Subordinated Debt shall be subordinate
and subject in right of payment, in all respects, to all Senior Debt. Except as
provided in paragraph (b) below, until the Payment in Full of the outstanding
amount of all Senior Debt, including, without limitation, the outstanding
principal of and all accrued interest on any advances made by the Senior
Creditor and the expiration or termination of the Senior Credit Documents (i) no
Debtor shall make any payment in respect of, and no Subordinated Creditor shall
accept any payment from any Debtor on account of; the Subordinated Debt or any
portion thereof, (ii) no Debtor shall purchase or otherwise acquire, and no
Subordinated Creditor shall sell to the Debtor, the Subordinated Debt or any
portion thereof, and (iii) no Debtor shall permit any of its assets to be
applied to the satisfaction or acquisition of, and no Subordinated Creditor
shall resort to or have any recourse against any assets of any Debtor to
satisfy, the Subordinated Debt or any portion thereof





(b)           Anything
in this Agreement to the contrary notwithstanding, the Guarantor may make
scheduled payments of interest pursuant to those certain 10% Senior Secured
Convertible Debentures dated May 13, 2008 and June 10, 2008, in the original
aggregate principal amount of up to $5,400,000, in favor of Subordinated
Creditors (the “Subordinated
Debentures”), so long as: (i) immediately prior and after giving effect
thereto there shall exist no Default or Event of Default under the Senior Credit
Documents and (ii) such payments are made at the times and in in amounts not
exceeding the amounts required by Section 2 of the Subordinated Debentures, as
in effect on the date hereof (and which provision is subject to Section 7(d)
hereof).





(c)           If
any payment or distribution of assets of any Debtor of any kind or character
(other than the Specified IP Collateral), whether in cash, property or
securities, shall be received by a Subordinated Creditor on account of the
Subordinated Debt before all Obligations under the Senior Debt are terminated,
which payment or distribution is inconsistent with the provisions of this
Agreement, such payment or distribution shall be held in trust by such
Subordinated Creditor for the benefit of the Senior Creditor, and shall be paid
over or delivered to the Senior Creditor to the extent necessary to pay all
Obligations under the Senior Debt in frill, after giving effect to any
concurrent payment or distribution on such Senior Debt.





(d)           If
any payment or distribution of assets of any Debtor which constitutes Specified
IP Collateral, whether in cash, property or securities, shall be received by
Senior Creditor on account of the Senior Debt before all Obligations under the
Subordinated Debt are terminated, which payment or distribution is inconsistent
with the provisions of this Agreement, such payment
or distribution shall be held in trust by the Senior Creditor for the benefit of
the Subordinated Creditors, and shall be paid over or delivered to the
Subordinated Creditors to the extent necessary to pay all Obligations under the
Subordinated Debt in full, after giving effect to any concurrent payment or
distribution on such Subordinated Debt.










(e)           The
Debtors, the other Creditors, and any receiver, trustee in bankruptcy,
liquidating trustee or other person making payments to creditors of the Debtors
may rely conclusively on any certification by the Senior Creditor or
Subordinated Creditors as to the outstanding amount of Obligations under the
Senior Debt or Subordinated Debt, respectively.





3.           Subordination of
Liens.





(a)           The
liens and security interests of the Senior Creditor in the respective assets of
the Debtors other than the Specified IP Collateral shall be prior and superior
to any liens and security interests of any Subordinated Creditor therein, and
each Subordinated Creditor hereby expressly subordinates any liens and security
interests such Subordinated Creditor may hold from time to time in any assets of
a Debtor other than the Specified IP Collateral to the Senior Creditor’s liens
and security interests therein.





(b)           The
liens and security interests of the Subordinated Creditors in the Specified IP Collateral
shall be prior and superior to any liens and security interests of the Senior
Creditor therein,
and the Senior Creditor hereby expressly subordinates any liens and security
interests the Senior
Creditor may hold from time to time in the Specified IP Collateral to the
Subordinated Creditors’
respective liens and security interests therein.





(c)           The
priorities specified in this Agreement are applicable irrespective of the time
or order of attachment or perfection of the Creditors’ respective liens and
security interests or the time or order of execution, filing or recording of the
Security Documents or the giving, or the failure to give, notice of any lien or
security interest.





(c)           So
long as any portion of the Senior Debt shall remain outstanding, the Senior
Creditor may at all times, in its sole and absolute discretion, exercise any and
all powers and rights it may now or at any time hereafter have against the
assets of the Debtors or any portion thereof; except for the Specified IP
Collateral, including, without limitation, the right to foreclose or otherwise
realize upon them and the right to exercise any remedy available to it under the
Senior Credit Documents or applicable law, all without the necessity of
obtaining any consent or approval of the Subordinated Creditors and without any
accountability to the Subordinated Creditors. The Senior Creditor shall have no
liability to the Subordinated Creditors or any of them for any action taken or
failure to act with respect to any asset of the Debtors, except for the
Specified IP Collateral, in its possession beyond the exercise of reasonable
care to assure the safe custody thereof





(d)           Any
amounts realized by the Senior Creditor or any Subordinated Creditor upon the
sale or other disposition of:





(i)            any
assets of any Debtor other than the Specified IP Collateral shall be applied,
first, to the payment of any costs and expenses incurred by Senior Creditor in
connection with such foreclosure or exercise, second, to the
Payment in Full of the Senior Debt in such order and manner as the Senior
Creditor may determine in its sole and absolute discretion, third, after Payment
in Full of the Senior Debt, to the Payment in Full of the Subordinated Debt in
such order and manner as the Subordinated Creditors may together determine in
their sole and absolute discretion and, fourth, after the
Payment in Full of the Senior Debt and the Subordinated Debt, to such Debtor or
as otherwise directed
by a court of competent jurisdiction; and





(ii)            any
Specified IP Collateral shall be applied, first, to the payment
of any costs and expenses incurred by the Creditors in connection with such
foreclosure or exercise, second, to the
Payment in Full of the Subordinated Debt in such order and manner as the
Subordinated Creditors may together determine in their sole and absolute
discretion, third, after Payment
in Full of the Subordinated Debt, to the Payment in Full of the Senior Debt in
such order and manner as the Senior Creditor may determine in its sole and
absolute discretion and, fourth, after the
Payment in Full of the Senior Debt and the Subordinated Debt, to such Debtor or
as otherwise directed by a court of competent jurisdiction.





(e)           With
respect to the collection of the proceeds of any policy of insurance, the
proceeds of which are assigned to a Creditor pursuant to any Security Document,
the Creditors shall join in any instructions to the insurance companies involved
so that the proceeds will be delivered to the parties entitled thereto pursuant
to the terms of this Agreement.





4.           Further Assurances.
The Debtors and the Subordinated Creditors agree to execute and deliver to the
Senior Creditor, at the expense of the Debtors, such further instruments, and to
take such further action, as the Senior Creditor or the Subordinated Creditors
may at any time or times reasonably request in order to carry out the provisions
and intent of this Agreement. Each Subordinated Creditor hereby agrees to take
any reasonable action and execute any instrument that the Senior Creditor may
deem necessary or advisable to accomplish the purposes hereof; including but not
limited to the execution, acknowledgment, filing and/or recordation, as
applicable, of such instruments as the Senior Creditor, in its sole discretion,
shall deem necessary, appropriate and/or advisable with respect to the
enforcement and administration of the Senior Debt and the furtherance of the
collection thereof





5.           Consent: Subordination
Absolute.





(a)           Each
Subordinated Creditor hereby consents to the execution, delivery and performance
by each Debtor of the Supply Agreement, the Factoring Agreement and the other
Senior Credit Documents to which it is a party and the consummation of the
transactions contemplated thereby, and hereby acknowledges and confirms that
such execution, delivery, performance and consummation do not violate any term,
covenant or condition of any Subordinated Credit Document or any other
agreement, instrument or document to which such Subordinated Creditor is a party
or which inures to such Subordinated Creditor’s benefit, or constitute a default
thereunder.








(b)           No
extension, renewal, modification, forbearance or waiver of the Senior Debt or
any portion thereof or of any terms of the Supply Agreement, the Factoring
Agreement, the other Senior Credit Documents, or any other instrument or
document referred to in such documents, and no release, modification or
substitution of any collateral therefor, shall affect, modify or impair the
subordination provided for herein or the rights of the Senior Creditor
hereunder.





6.           Representations and
Warranties of the Subordinated Creditors. Each Subordinated Creditor
hereby severally and not jointly represents and warrants to the Senior Creditor
that:





(a)           Such
Subordinated Creditor has frill legal capacity to execute and deliver this
Agreement, to subordinate the Subordinated Debt pursuant hereto, and to incur
and perform the obligations provided for herein.





(b)           The
execution, delivery and performance of this Agreement by such Subordinated
Creditor, the subordination of the Subordinated Debt pursuant hereto and the
incurrence and performance of the obligations provided for herein will not (1)
violate any law or regulation applicable to such Subordinated Creditor or any of
such Subordinated Creditor’s properties, (2) violate or constitute (with due
notice or lapse of time or both) a default under any provision of any indenture,
agreement, license or other instrument to which the Subordinated Creditor is a
party or by which such Subordinated Creditor or such Subordinated Creditor’s
properties may be bound or affected, (3) violate any order of any court,
tribunal or governmental agency binding upon such Subordinated Creditor or any
of such Subordinated Creditor’s properties or (4) result in the creation or
imposition of any lien or encumbrance of any nature whatsoever upon any assets
or revenues of such Subordinated Creditor.





(c)           No
authorizations, approvals and consents of, and no filings and registrations
with, any governmental or regulatory authority or agency are necessary for the
execution, delivery or performance by such Subordinated Creditor of this
Agreement or for the validity or enforceability hereof





(d)           This
Agreement constitutes the legal, valid and binding obligation of such
Subordinated Creditor, enforceable against such Subordinated Creditor in
accordance with its terms.





(e)           Schedule
I accurately lists all of the agreements, instruments and documents in effect on
the date hereof which govern or relate to the Subordinated Debt with respect to
such Subordinated Creditor and (with respect to each Subordinated Creditor on
its own behalf) correctly sets forth the amount of Subordinated Debt of the
Debtors with respect to such Subordinated Creditor outstanding on the date
hereof; the character of such Subordinated Debt, the interest rate applicable
thereto and the maturity thereof





(f)           The
Subordinated Credit Documents are in full force and effect and, to the knowledge
of the Subordinated Creditors, no default has occurred
thereunder.





(g)           To
such Subordinated Creditor’s knowledge, the information, schedules, exhibits and
reports furnished by such Subordinated Creditor to the Senior Creditor in
connection with the negotiation and preparation of this Agreement did not
contain any omissions or misstatements of fact which would make the statements
contained therein misleading or incomplete in any material respect.





(h)           Warrants.
Such Subordinated Creditor acknowledges that Senior Creditor has been granted
certain warrants to purchase shares of stock in the Guarantor, as set forth more
filly in the Senior Warrant Documents. With respect thereto, Subordinated
Creditor hereby consents to the granting of such warrants pursuant to, and the
exercise by Senior Creditor of any of its rights under, the Senior Warrant
Documents, and agrees that neither the execution nor performance of such
documents in accordance with their terms shall trigger any anti-dilutive
provisions of the Subordinated Warrant Documents or Subordinated
Debentures.





7.           Covenants of Subordinated
Creditors. Each Subordinated Creditor hereby agrees that, so long as the
Client may incur obligations to the Senior Creditor under the Factoring
Agreement and/or Supply Agreement, and until the Senior Debt has been Paid in
Full, such Subordinated Creditor shall not, without the prior written consent of
the Senior Creditor:





(a)           Except
as permitted by Section 2(b) hereof, accept any payments or prepayments of the
Subordinated Debt by the Debtor or out of any of Debtor’s assets or sell the
Subordinated Debt or any portion thereof to any Debtor.





(b)           Permit
the Subordinated Debt with respect to such Subordinated Creditor or any portion
thereof to be secured by any lien on any assets of any Debtor, other than (i)
liens on the Specified IP Collateral, which liens are in existence as of the
date hereof; and (ii) liens that are subordinated to the liens of the Senior
Creditor on such assets (other than the Specified IP Collateral) pursuant to
this Agreement.





(c)           Take
any action to enforce its rights and remedies relating to the Subordinated Debt
or any portion thereof against any Debtor, unless it has given written notice of
its intention to do so to Senior Creditor and the Standstill Period has ended;
such enforcement actions shall include, without limitation, any of the
following:





(i)
            accelerate
      the Subordinated Debt or any portion thereof; accept any prepayment of the
      Subordinated Debt, or require that the Subordinated Debt or any portion
      thereof be paid prior to the stated maturity thereof or prior to any
      regularly scheduled dates of
payment;





(ii)
            commence
      any proceeding against any Debtor or against any properties or assets of
      any Debtor (including without limitation, the Specified IP Collateral),
      including, without limitation, any proceeding under the Federal Bankruptcy
      Code or any other bankruptcy, insolvency, reorganization, arrangement,
      liquidation, dissolution, moratorium or similar law of the United States
      of America or any other
      jurisdiction, or apply for a trustee, receiver or custodian (however
      named) for all or a substantial part of the property of any Debtor;
      or








(iii)
            foreclose
      on, or exercise any other remedy available to such Subordinated Creditor
      by contract, at law or in equity, against any asset of any Debtor
      (including without limitation, the Specified IP
    Collateral).





(d)           Modify
or amend, or consent to the modification or amendment of, or permit any Debtor
to modify or amend, any Subordinated Credit Document solely to the extent such
modification would increase the interest rate specified in the Subordinated
Credit Documents, accelerate any payments thereunder, or otherwise adversely
affect the Senior Creditor’s rights pursuant to this Agreement or any of the
Senior Credit Documents or the Debtor’s ability to perform its obligations
thereunder.





(e)           Contest
the validity, perfection, priority or enforceability of any lien or security
interest granted to the Senior Creditor in any property or assets of any Debtor,
except with respect to liens granted to the Senior Creditor in the Specified IP
Collateral.





8.           Covenants of Senior
Creditor. Senior Creditor hereby agrees that, so long as the Subordinated
Debt remains outstanding and until the Subordinated Debt has been Paid in Full,
without prior written notice to the Subordinated Creditors, Senior Creditor
shall not:





(a)
            Take
      any action to enforce its rights and remedies against any of the Specified
      IP Collateral, unless it has given written notice of its intention to do
      so to the Subordinated Creditors;
or





(b)
            Contest
      the validity, perfection, priority or enforceability of any lien or
      security interest granted to the Subordinated Creditors in any Specified
      IP Collateral.





The
foregoing provisions of Sections 7 and 8 are solely for the purposes of defining
the relative rights and obligations of the Creditors to each other and shall not
limit or otherwise affect any rights which any Creditor may have against the
Debtors under the terms of any agreement or instrument executed in connection
with such Creditor’s Senior Debt or Subordinated Debt, as
applicable..





9.           Covenants of Debtors.
Each Debtor hereby agrees that, so long as the Client may incur obligations to
the Senior Creditor under the Factoring Agreement and/or Supply Agreement, and
until the Senior Debt has been Paid in Full, such Debtor shall not, without the
prior written consent of the Senior Creditor:





(a)           Except
as permitted by Section 2(b) hereof; pay or purchase the Subordinated Debt or
any portion thereof





(b)           Permit
the Subordinated Debt or any portion thereof to be secured by any lien on any
assets of such Debtor, other than (i) liens on the Specified IP Collateral,
which liens are in existence as of the date hereof; and (ii) liens that are
subordinated to the liens of the Senior Creditor on such assets pursuant to this
Agreement.













(c)           Modify
or amend, or consent to the modification or amendment of; or permit any
Subordinated Creditor to modify or amend, any Subordinated Credit
Document.





10.           Bankruptcy
Matters.





(a)           In
connection with any Proceeding, the agreements contained in this Agreement shall
remain in full force and effect and enforceable pursuant to their terms in
accordance with Section 510(a) of the Bankruptcy Code, and all references herein
to any Debtor shall be deemed to apply to such Debtor as debtor-in-possession
and to any trustee or receiver for the estate of such Debtor.





(b)           In
the event of and during the continuance of any Proceeding, all Senior Debt shall
be Paid in Full before any payment or Distribution of any kind or character,
whether in cash, securities or other property, may be made to or retained by any
Subordinated Creditor on account of any Subordinated Debt other than those
payment specifically permitted by Section 2 hereof In the event of and during
the continuation of any Proceeding, any payment or Distribution in any such
Proceeding of any kind or character, whether in cash, securities or other
property that would otherwise (but for this Agreement) be payable or deliverable
in respect of the respective Subordinated Debt, shall be paid or delivered by
the person making such Distribution or payment, whether a trustee in bankruptcy,
receiver, assignee for the benefit of creditors, liquidating trustee or agent,
or otherwise, directly to the Senior Creditor for application to payment of the
Senior Debt. In the event that, notwithstanding the foregoing, any payment or
distribution of assets or securities, or the proceeds of any thereof; shall be
collected or received by a Subordinated Creditor in contravention of any of the
terms of this Agreement, such payment or distribution shall be received in trust
by the respective Subordinated Creditor as the property of and for the benefit
of the Senior Creditor, and shall be promptly paid over to the Senior Creditor
in accordance with Section 2(c) above.





(c)           In
connection with any Proceeding, the Creditors agree that they will not initiate,
prosecute, facilitate or assist with any other person or entity to initiate or
prosecute any claim, action or other proceeding (i) contesting or challenging
the validity or enforceability of this Agreement, (ii) contesting or challenging
the validity, perfection, priority (as set forth in Section 3) or enforceability
of any Liens of any Secured Creditor, or (iii) seeking to enjoin any collection,
enforcement, disposition or acceptance of; or other remedial action with respect
to, any assets of any Debtor by any Secured Creditor that is consistent with the
terms of this Agreement.





(d)           If
in or as a result of any Proceeding, any Creditor disgorges, returns, refunds or
repays to any Debtor or any trustee, receiver, liquidation agent, or committee
appointed in such Proceeding, or any similar party, any payment of an interest
of any Debtor in property, or proceeds of any Collateral in connection with any
action, suit or proceeding alleging that such Creditor’s receipt of such payment
or proceeds was a transfer voidable or avoidable under state or federal law (a
“Recovery”), whether by
settlement, pursuant to an order of a court, or otherwise, then such Creditor
shall be deemed not to have ever received such payment or proceeds for purposes
of this Agreement in determining whether and when any discharge of debt shall
have occurred and any payments or distributions received by any other Creditor
prior to such Recovery shall be delivered to the appropriate Creditor pursuant
to Section 3(d)(i).












(e)           Each
Subordinated Creditor agrees that Senior Creditor may consent to the use of cash
collateral or provide financing to any Debtor on such terms and conditions and
in such amounts as Senior Creditor, in its sole discretion, consistent with the
terms of this Agreement, may decide and, in connection therewith, any Debtor may
grant to Senior Creditor liens and security interests upon all of the property
of such Debtor, which liens and security interests (i) shall secure payment of
all Senior Debt (whether such Senior Debt arose prior to the commencement of any
Proceeding or at any time thereafter) and all other financing provided by Senior
Creditor during the Proceeding and (ii) shall be superior in priority to the
Liens and security interests, if any, in favor of the Subordinated Creditors on
the Collateral. Each Subordinated Creditor agrees that it will not object to or
oppose a sale or other disposition of any property securing all of any part of
the Senior Debt free and clear of security interests, liens or other claims of
such Subordinated Creditor under Section 363 of the Bankruptcy Code or any other
provision of the Bankruptcy Code if Senior Creditor has consented to such sale
or disposition. Each Subordinated Creditor agrees not to assert any right it may
have to “adequate protection” of such Subordinated Creditor’s interest in any
Collateral in any Proceeding and agrees that it will not seek to have the
automatic stay lifted with respect to any Collateral without the prior written
consent of Senior Creditor. Each Subordinated Creditor waives any claim it may
now or hereafter have arising out of Senior Creditor’s election, in any
Proceeding instituted under the Bankruptcy Code, of the application of Section
1111 (b)(2) of the Bankruptcy Code, and/or any borrowing or grant of a security
interest under Section 364 of the Bankruptcy Code by any Debtor, as
debtor-in-possession. Each Subordinated Creditor further agrees that it will not
participate or seek to participate on any creditor’s committee without Senior
Creditor’s prior written consent.





(f)           Each
Subordinated Creditor agrees to execute, verify, deliver and file any proofs of
claim in respect of the Subordinated Obligations owing to it requested by Senior
Creditor in connection with any such Proceeding and hereby irrevocably
authorizes, empowers and appoints Senior Creditor its agent and attorney-in-fact
to (i) execute, verify, deliver and file such proofs of claim upon the failure
of such Subordinated Creditor promptly to do so at least 15 days before the
expiration of the time to file any such proof of claim and (ii) vote such claim
in any such Proceeding upon the failure of such Subordinated Creditor to do so
at least 5 days before the expiration of the time to vote any such claim; provided that Senior
Creditor shall have no obligation to execute, verify, deliver and/or file any
such proof of claim or to vote any such claim. In the event that Senior Creditor
votes any claim in accordance with the authority granted hereby, the relevant
Subordinated Creditor shall not be entitled to change or withdraw such
vote.





(g)           The
Senior Debt shall continue to be treated as Senior Debt and the provisions of
this Agreement shall continue to govern the relative rights and priorities of
Senior Creditor and Subordinated Creditors even if all or part of the Senior
Debt or the Liens or security interests securing the Senior Debt are
subordinated, set aside, avoided, invalidated or disallowed in connection with
any such Proceeding. This Agreement shall be reinstated if at any time any
payment of any of the Senior Debt is rescinded or must otherwise be returned by
any holder of Senior Debt or any representative of such holder.








(h)           Except
as restricted by this Agreement, each Subordinated Creditor shall be entitled to
file any necessary responsive or defensive pleadings in opposition to any
motion, claim, adversary proceeding or other pleading made by any person or
entity objecting to or otherwise seeking the disallowance of the claims of such
Subordinated Creditor. Consistent with the terms of this Agreement, each
Subordinated Creditor shall be entitled to file any other pleadings, objections,
motions or agreements which assert the rights or interests available to
unsecured creditors of any Debtor arising under either the Bankruptcy Code or
applicable non-bankruptcy law.





11.           Legend on Subordinated
Notes. Each Subordinated Creditor shall promptly cause a conspicuous
legend to be placed on any promissory note that evidences or may from time to
time hereafter evidence the Subordinated Debt or any portion thereof; to the
following effect:





“This
Note and the indebtedness evidenced hereby is subject to the restrictions
contained in a Debt Subordination Agreement dated as of March 12, 2009, by and
among the Subordinated Creditors described therein and Star Funding, Inc., and
each holder of this Note, by its or his acceptance hereof, shall be bound by
said Agreement.”





12.           Subrogation. Subject
to the Payment in Full of all Senior Debt, the holders of the Subordinated Debt
shall be subrogated to the rights of the holders of the Senior Debt to receive
payments or distributions of cash, property or securities of the Debtors made on
the Senior Debt, until the Subordinated Debt shall be Paid in Full and the
Obligations thereunder shall be terminated. No payments or distributions on the
Subordinated Debt of any cash, property or securities which any holder of
Subordinated Debt pays or delivers to any holder of Senior Debt pursuant to the
subordination provisions contained in Section 2 shall be deemed to be a payment
by the Debtors to or on account of the Senior Debt.





13.           Cumulative Rights.
Each and every right granted to the Senior Creditor hereunder or in connection
herewith, or allowed it by law or equity, shall be cumulative and may be
exercised from time to time.





14.           Waivers and
Amendments. No failure on the part of the Senior Creditor to exercise,
and no delay in exercising, and no course of dealing with respect to, any right,
power or remedy hereunder shall operate as a waiver thereof or of any default
hereunder, nor shall any single or partial exercise by the Senior Creditor of
any right, power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy of the Senior
Creditor. No amendment, modification or waiver of any provision of this
Agreement, nor any consent to any departure herefrom, shall in any event be
effective unless the same shall be in writing and signed by the party to be
charged therewith, and then such amendment, modification, waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Subordinated Creditor or any Debtor in any
case shall, of itself; entitle such Subordinated Creditor or Debtor to any other
or further notice or demand in similar or other circumstances.





15.           GOVERNING
LAW. THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS PRINCIPLES OF CONFLICT OF LAWS, OTHER THAN
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.





16.
            SUBMISSION
      TO JURISDICTION.





(A)           THE SUBORDINATED CREDITORS AND THE
DEBTORS HEREBY EXPRESSLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ALL FEDERAL
AND STATE COURTS SITTING IN NEW YORK COUNTY, STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBORDINATED CREDITORS’ OR
THE DEBTORS’ OBLIGATIONS HEREUNDER AND THE SUBORDINATED CREDITORSAND
THE DEBTORS AGREE THAT ANY
PROCESS OR NOTICE OF MOTION OR OTHER APPLICATION TO ANY OF SAID COURTS OR A
JUDGE THEREOF MAY BE SERVED UPON THE SUBORDINATED CREDITORS OR THE DEBTORS
WITHIN OR WITHOUT SUCH COURT’S JURISDICTION BY REGISTERED OR CERTIFIED MAIL
(RETURN RECEIPT REQUESTED) OR BY PERSONAL SERVICE, AT THE ADDRESS OF SUCH PARTY
SPECIFIED NEXT TO ITS SIGNATURE HERETO (OR AT SUCH OTHER ADDRESS AS SUCH PARTY
SHALL SPECIFY BY A PRIOR NOTICE IN WRITING TO THE SENIOR
CREDITOR).





(B)           THE SUBORDINATED CREDITORS AND THE
DEBTORS HEREBY IRREVOCABLY WAIVE ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT BROUGHT IN ANY FEDERAL OR STATE COURT SITTING IN NEW YORK
COUNTY, STATE OF NEW YORK,AND HEREBY FURTHER IRREVOCABLY WAIVE ANY
CLAIM THATANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.





(C)           NOTWITHSTANDING THE FOREGOING, THE
SENIOR CREDITOR MAY SUE ANY SUBORDINATED CREDITOR OR DEBTOR IN
ANY  JURISDICTION WHERE SUCH SUBORDINATED CREDITOR OR DEBTOR OR ANY OF
THEIR RESPECTIVE ASSETS MAY BE FOUND AND MAY SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.





17.           WAIVER OF
JURY TRIAL. EACH PARTY
HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE
ARISING UNDER OR RELATING TO THE AGREEMENT AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.





18.           Expenses. The Debtor
agrees to pay all costs and expenses of the Senior Creditor (including the
reasonable fees and disbursements of counsel) in connection with the preparation
of this Agreement and any amendment hereof. The Debtor and the Subordinated
Creditors jointly and severally agree to pay all costs and expenses (including
the reasonable fees and disbursements of counsel) in connection with the
enforcement of any rights of the Senior Creditor hereunder.





19.           Termination; Payment in
Full; Reinstatement.





(a)           This
Agreement is a continuing agreement and shall remain in full force and effect so
long as the Client may incur obligations to the Senior Creditor under the
Factoring Agreement and/or Supply Agreement, and until the Senior Debt has been
Paid in Full.





(b)           The
Senior Debt shall not be deemed to have been Paid in Full for purposes of this
Agreement until all amounts owing thereon (including, without limitation, all
Post-Petition Interest, if any) shall have been paid to the Senior Creditor,
whether or not a claim for such amounts (including a claim for such
Post-Petition Interest) is enforceable and all applicable periods during which a
trustee may avoid such payment under the Federal Bankruptcy Code or any
insolvency, bankruptcy, liquidation or reorganization statute of any state shall
have lapsed.





(c)           If
at any time all or any part of any payment of the Subordinated Debt received by
the Senior Creditor is or must be rescinded or returned to any Debtor for any
reason whatsoever (including, without limitation, by reason of the insolvency,
bankruptcy, or reorganization of such Debtor) this Agreement shall be reinstated
with respect to such payment so rescinded or returned as though such payment had
never been received by the Senior Creditor. The Subordinated Creditors and the
Debtors jointly and severally agree that they will indemnify the Senior Creditor
on demand for all reasonable costs and expenses (including, without limitation,
attorney’s fees and disbursements) incurred by it in connection with such
rescission or return.





20.           Assignments. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. In the event the Senior Debt or any
portion thereof is acquired by any Person, the powers, benefits and obligations
of the Senior Creditor under this Agreement and the subordination provided for
herein shall, at the election of the Senior Creditor, inure to such Person, and
all references herein to the “Senior Creditor” shall include such Person to the
extent of the Senior Debt assigned to such Person. No Subordinated Creditor
shall transfer, sell or otherwise dispose of the Subordinated Debt (or any
portion thereof) or of any promissory note evidencing the Subordinated Debt
except to a Person who agrees to become a party hereto and to be bound by all
provisions hereof binding on the Subordinated Creditors. If the Subordinated
Debt (or any portion thereof) is acquired by any Person, such Person, with
respect to the Subordinated Debt acquired by it, shall in any event be subject
and bound by the subordination provided for herein and all other obligations of
the Subordinated Creditors hereunder.





21.           Addresses for Notices.
Etc. All notices, requests, demands, instructions, directions and other
communications provided for hereunder shall be in writing (which term shall
include telecopied communications) and shall be mailed (by registered or
certified mail, postage prepaid),
telecopied or delivered to the applicable party at the address or telecopier
number specified for such party opposite its signature line below or, as to any
party, to such other address or telecopier number as such party shall specify by
a notice in writing to the other parties hereto. Each notice, request, demand,
instruction, direction or other communication provided for hereunder shall be
deemed delivered (i) if by mail, five Business Days after being deposited in the
mails, addressed to the applicable party at its address described above, (ii) if
by hand, when delivered to the applicable party at such address, and (iii) if by
telecopy, when it has been transmitted to the applicable party at such
telecopier number.










22.           Severability. Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render such provision unenforceable in any
other jurisdiction.





23.           Benefit of Agreement.
The debt subordination provisions of this Agreement are solely for the benefit
of the parties hereto and are intended to regulate their rights and obligations
among themselves and said provisions will not limit, enlarge or in any way
affect the obligations of the Debtor to any Person not a party hereto. No
provision of this Agreement shall, as between the Debtors and the Subordinated
Creditors, impair the absolute right of the Subordinated Creditors to payment of
the Subordinated Debt (subject to the rights of the Senior Creditor under this
Agreement), it being understood that the subordination provisions hereof are
intended to define the rights of the Senior Creditor on the one hand and the
Subordinated Creditors on the other.





24.           Execution in Counterparts;
Facsimile Signatures. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, all of which
when taken together shall constitute but one and the same agreement. Delivery of
an executed signature page to this Agreement by facsimile transmission shall be
as effective as delivery of a manually signed counterpart of this
Agreement.








[Remainder
of page left blank; signature page follows]







[Signature
page to Subordination Agreement]





IN
WITNESS WHEREOF, the parties hereto have duly executed, or caused their duly
authorized officers to execute,this Agreement as of the date first above written.





Debtors:





Address:
            PERF-GO
      GREEN, INC.12
      East 52nd
      Street, 4th
      floorNew
      York, New York 10022Attn:  Louis
      Giusto
            By:  /s/
      Michael CaridiTelecopier:  (917)
      210-3110
            Name:  Michael
      CaridiTitle:  COOAddress:
            PERF
      GO-GREEN HOLDING ,INC.12
      East 52nd
      Street, 4th
      floorNew
      York, New York 10022Attn:
      Louis Giusto
            By:  /s/
      Michael CaridiTelecopier:  (917)
      210-3110
            Name:  Michael
      CaridiTitle:  COO








Subordinated Creditors:Address:
            WHALEHAVEN
      CAPITAL FUND LIMITED_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:
            Title:Telecopier:
      ___________Address:EXCALIBUR
      SPECIAL OPPORTUNITY FUND_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________










[Signature
page to Subordination Agreement]





IN
WITNESS WHEREOF, the parties hereto have duly executed, or caused their duly
authorized officers to execute,this Agreement as of the date first above written.





Debtors:





Address:
            PERF-GO
      GREEN, INC.12
      East 52nd
      Street, 4th
      floorNew
      York, New York 10022Attn:  Louis
      Giusto
            By:Telecopier:  (917)
      210-3110
            Name:Title:Address:
            PERF
      GO-GREEN HOLDING ,INC.12
      East 52nd
      Street, 4th
      floorNew
      York, New York 10022Attn:
      Louis Giusto
            By: 
      _______________________________Telecopier:  (917)
      210-3110
            Name:Title:








Subordinated
Creditors:





Address:
            WHALEHAVEN
      CAPITAL FUND LIMITED_______________________________
            By:   /s/Brian
  Mazzella_______________________________
            Name:
      Brian MazzellaAttn:
            Title:
      CFO    8/18/09Telecopier:Address:EXCALIBUR
      SPECIAL OPPORTUNITY FUND_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:  _________________
            Title:Telecopier:
      ___________








[Signature
page to Subordination Agreement]





IN
WITNESS WHEREOF, the parties hereto have duly executed, or caused their duly
authorized officers to execute,this Agreement as of the date first above written.





Debtors:





Address:
            PERF-GO
      GREEN, INC.12
      East 52nd
      Street, 4th
      floorNew
      York, New York 10022Attn:  Louis
      Giusto
            By: 
      _______________________________Telecopier:  (917)
      210-3110
            Name:Title:Address:
            PERF
      GO-GREEN HOLDING ,INC.12
      East 52nd
      Street, 4th
      floorNew
      York, New York 10022Attn:
      Louis Giusto
            By: 
      _______________________________Telecopier:  (917)
      210-3110
            Name:Title:Subordinated Creditors:Address:
            WHALEHAVEN
      CAPITAL FUND LIMITED_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:EXCALIBUR
      SPECIAL OPPORTUNITY FUND_______________________________
            By:  /s/William
    Hechter_______________________________
            Name:
      William HechterAttn:_________________
            Title:
      President of General PartnerTelecopier:
      ___________














Address:CASTLERIGG
      MASTER INVESTMENTS LTD.By: 
      _______________________________Name:Attn:_________________
            Title:Telecopier:
      ___________Address:BRIO
      CAPITAL L.P._______________________________
            By:
      /s/ Shaye
      Hinch_______________________________
            Name:Attn:_________________
            Title: 
      Managing PartnerTelecopier:
      ___________Address:BHANSALI
      EQUITIES_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:_______________________________ERIK
      SADAH______________________________________________________________Attn:_________________
            _______________________________Telecopier:
      ___________
            MIKAL
      DRORAddress:E.G.G.
      PENSION PLAN_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________




















Address:CASTLERIGG
      MASTER INVESTMENTS LTD._______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:BRIO
      CAPITAL L.P._______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:BHANSALI
      EQUITIES_______________________________
            By: 
      /s/ Rishikumar
      Bhansali_______________________________
            Name:
      Rishikumar BhansaliAttn:_________________
            Title:
      PresidentTelecopier:
      ___________Address:_______________________________ERIK
      SADAH______________________________________________________________Attn:_________________
            _______________________________Telecopier:
      ___________
            MIKAL
      DRORAddress:E.G.G.
      PENSION PLAN_______________________________
            By:_______________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________




















Address:CASTLERIGG
      MASTER INVESTMENTS LTD._______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:BRIO
      CAPITAL L.P._______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:BHANSALI
      EQUITIES_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:/s/
      Erik SadahERIK
      SADAH______________________________________________________________Attn:_________________
            /s/
      Mikal DrorTelecopier:
      ___________
            MIKAL
      DROR (Michal)Address:E.G.G.
      PENSION PLAN_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________














Address:CASTLERIGG
      MASTER INVESTMENTS LTD._______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:BRIO
      CAPITAL L.P._______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:BHANSALI
      EQUITIES_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:_______________________________ERIK
      SADAH______________________________________________________________Attn:_________________
            _______________________________Telecopier:
      ___________
            MIKAL
      DRORAddress:E.G.G.
      PENSION PLAN______________________________________________________________
            /s/
      Stephen B. WechslerAttn:_________________
            Name:
      Stephen B. WechslerTelecopier:
      ___________
            Title:   Trustee

















Address:BROKERAGE
      SERVICES PENSION TRUST_______________________________
            By: 
      /s/ Marvin
      Meyer_______________________________
            Name:
      Marvin MeyerAttn:_________________
            Title:   TrusteeTelecopier:
      ___________Address:SEMPER
      GESTION SA_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Senior
      Creditor:Address:237
      West 37th
      Street
            STAR
      FUNDING, INC.New
      York, New York 10018Attn:
      Mr. Martin Weingarten
            By: 
      _______________________________Name:Telecopier:
      (212) 768-9800
            Title:Telephone:
      (212) 768-9900























Address:BROKERAGE
      SERVICES PENSION TRUST_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Address:SEMPER
      GESTION SA_______________________________
            By: 
      /s/ Henri de Raemy/Blaise
      Hett-Arnold- Secy._______________________________
            Name:
      Henri de RaemyAttn:_________________
            Title:   DirectorTelecopier:
      ___________Senior
      Creditor:Address:237
      West 37th
      Street
            STAR
      FUNDING, INC.New
      York, New York 10018Attn:
      Mr. Martin Weingarten
            By: 
      _______________________________Name:Telecopier:
      (212) 768-9800
            Title:Telephone:
      (212) 768-9900














Address:SEMPER
      GESTION SA_______________________________
            By: 
      ______________________________________________________________
            Name:Attn:_________________
            Title:Telecopier:
      ___________Senior
      Creditor:Address:237
      West 37th
      Street
            STAR
      FUNDING, INC.New
      York, New York 10018Attn:
      Mr. Martin Weingarten
            By: 
      /s/ Martin
      WeingartenName:
      Martin WeingartenTelecopier:
      (212) 768-9800
            Title:   Chief
      Executive OfficerTelephone:
      (212) 768-9900










EXHIBIT
A





LIST OF SUBORDINATED
CREDITORS





See List
Annexed Hereto




























































































































EXHIBIT
A





LIST OFSUBORDINATEDCREDITORS














Dr. Eric
Sadah & Mrs. Mikal Dror


Bhansali
Equities


EGG
PENSION TRUST


BROKERAGE
SERVICE PENSION TRUST


Whalehaven
Capital Fund Limited


Brio
Capital L.P.


Excalibur
Special Opportunity Fund L.P.


Semper
Gestion




































































































SCHEDULE
I





SCHEDULE OF SUBORDINATED
DEBT







1.
            List
      of agreements, instruments and documents governing or related to the
      SubordinatedDebt:





10%
Secured Convertible Debenture between the Guarantor and each Subordinated
Creditor;





Form of
Warrant between the Guarantor and each Subordinated Creditor;





Form of
Security Agreement between the Guarantor and each Subordinated
Creditor;





Form of
Registration Rights Agreement between the Guarantor and each Subordinated
Creditor







2.
            Outstanding
      amount, character and maturity of the Subordinated Debt andapplicable interest
      rate:





See List
Annexed hereto.























































Perf
Go-Green Holdings, Inc.


Note
Holder


March,
2009








Amount
      of
              Note
            
            
            Interest
              Rate
            
            
            Interest
              One Year
            
            
            #
      of
              Years
            
            
            Total
              Interest
              CalculatedDr.
      Eric Sadah & Mrs. Mikal Dror
            
            $
            50,000.00
            
            
            
            10
            %
            
            $
            5,000.00
            
            
            
            3
            
            
            $
            15,000-00Bhansali
      Equities
            
            $
            500,000.00
            
            
            
            10
            %
            
            $
            50,000.00
            
            
            
            3
            
            
            $
            150,000.00EGG
      PENSION TRUST
            
            $
            100,000.00
            
            
            
            10
            %
            
            $
            10,000.00
            
            
            
            3
            
            
            $
            30,000.00BROKERAGE
      SERVICE PENSIONTRUST
            
            $
            100,000.00
            
            
            
            10
            %
            
            $
            10,000.00
            
            
            
            3
            
            
            $
            30,000.00Whalehaven
      Capital Fund Limited
            
            $
            140,471.25
            
            
            
            10
            %
            
            $
            14,047.13
            
            
            
            3
            
            
            $
            49,344.18Brio
      Capital L.P.
            
            $
            125,000.00
            
            
            
            10
            %
            
            $
            12,500.00
            
            
            
            3
            
            
            $
            37,500.00Excalibur
      Special Opportunity Fund L.P.
            
            $
            225,000.00
            
            
            
            10
            %
            
            $
            22,500.00
            
            
            
            3
            
            
            $
            67,50000Semper
      Gestion
            
            $
            1,500,000.00
            
            
            
            10
            %
            
            $
            150,000.00
            
            
            
            3
            
            
            $
            450,000.00Castlerigg
            
            $
            2,500,000.00
            
            
            
            10
            %
            
            $
            250,000.00
            
            
            
            3
            
            
            $
            750,000.00$
            5,240,471.25
            
            
            
            
            
            
            
            524,047.13
            
            
            
            
            
            
            
            1,579,344.18