INTERCREDITOR AGREEMENT

                                  Introduction
                                  ------------

     This Intercreditor Agreement,  dated as of March 7, 2008, is by and between
ACCELERANT  PARTNERS LLC, a Delaware limited  liability company having an office
at Executive  Pavilion,  90 Grove  Street,  Ridgefield,  CT 06877,  (the "Senior
Lender"), each of the Sellers whose names and addresses are set forth on Exhibit
A hereto,  (individually,  a  "Junior  Lender"  and  collectively,  the  "Junior
Lenders"),  and SOUTHRIDGE  INVESTMENT GROUP LLC, a Delaware  limited  liability
company having an address at 90 Grove Street,  2nd Floor,  Ridgefield,  CT 06877
(the "Junior  Subordinated  Lender"),  and TOTAL LUXURY GROUP,  INC., an Indiana
corporation having an address at 11900 Biscayne Blvd Suite #620, Miami,  Florida
33181 (the "Borrower").

                                    Recitals
                                    --------

     Pursuant to the Senior Loan Instruments (as this and the other  capitalized
terms used in these  Recitals are defined in Section 1 hereof) the Senior Lender
has  accepted a  promissory  note from the  Borrower  in  consideration  for the
Borrower's purchase of shares of common stock of Petals Decorative Accents, Inc.
("Petals") from the Senior Lender.  To secure its  obligations  under the Senior
Loan  Instruments,  the Borrower has pledged and granted to the Senior  Lender a
security interest in and to all of the Collateral.

     Pursuant to the Junior Loan  Instruments,  the Junior Lenders have accepted
promissory notes from the Borrower in consideration for the Borrower's  purchase
of shares of Series C Convertible  Redeemable Preferred Stock of Petals from the
Junior Lenders, and the Junior Lenders have agreed to make such promissory notes
junior in priority to the security  interest of the Senior  Lender  described in
this Agreement.

     Pursuant  to  the  Junior   Subordinated  Loan   Instruments,   the  Junior
Subordinated  Lender has accepted a promissory note from the Borrower as payment
for the  services  to be  provided  by the  Junior  Subordinated  Lender  to the
Borrower   pursuant  to  the  Placement  Agent   Agreement,   which  the  Junior
Subordinated  Lender  has  agreed to make  junior in  priority  to the  security
interest  of the  Senior  Lender  and to the Junior  Lenders  described  in this
Agreement.

     The Junior Lenders and the Junior Subordinated Lender have agreed expressly
to  subordinate  its Junior  Obligations  and Junior  Subordinated  Obligations,
respectively, and Junior Liens to the Senior Obligations and Senior Liens of the
Senior  Lender,   respectively,   and  the  Senior  Lender  has  agreed  to  the
continuation  of the Junior  Obligations,  Junior  Subordinated  Obligations and
Junior Liens by the Borrower,  all upon the terms and  provisions and subject to
the conditions set forth in this Agreement.




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                                    Agreement
                                    ---------

     In  consideration  of the foregoing and the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

     Section 1. Certain Defined Terms. As used in this Agreement,  the following
capitalized terms shall have the meanings  respectively  assigned to them below,
which meanings  shall be applicable  equally to the singular and plural forms of
the terms so defined:

     "Agreement"  shall mean this  Intercreditor  Agreement,  together  with all
schedules  and  exhibits  hereto,  as the  same can be  supplemented,  modified,
amended or restated from time to time in the manner provided herein.

     "Borrower" shall have the meaning assigned to it in the Introduction.

     "Business  Day" shall mean any day during  which the Senior  Lender is open
for business in New York,  New York,  other than any  Saturday,  Sunday or other
applicable legal holiday.

     "Collateral" shall mean all of the assets and properties of the Borrower of
every kind and nature,  including (without limitation) all accounts,  inventory,
equipment, securities, money and general intangibles.

     "Event of  Bankruptcy"  shall mean the  occurrence  of any of the following
events with respect to a referenced  person:  (a) the referenced person shall i)
fail or be unable to pay its debts  generally  as they become due,  ii) conceal,
remove or transfer any of its assets and  properties  in violation or evasion of
any  bankruptcy,  fraudulent  conveyance or similar  applicable law, iii) make a
general assignment for the benefit of its creditors, iv) apply for or consent to
the  appointment  of a receiver,  trustee,  assignee,  custodian,  sequestrator,
liquidator or similar  official for itself or any of its assets and  properties,
v)  commence a  voluntary  case for relief as a debtor  under the United  States
Bankruptcy Code, vi) file with or otherwise submit to any governmental authority
any  petition,  answer or other  document  seeking  (A)  reorganization,  (B) an
arrangement  with creditors or (C) take advantage of any other present or future
applicable law respecting bankruptcy,  reorganization,  insolvency, readjustment
of debts, relief of debtors, dissolution or liquidation,  vii) file or otherwise
submit any answer or other document admitting or failing to contest the material
allegations or a petition or other document filed or otherwise submitted against
it in any  proceeding  under any such  applicable  law,  viii) be  adjudicated a
bankrupt or  insolvent,  or ix) take any action for the purpose of effecting any
of the foregoing; or (b) any case, proceeding or other action shall be commenced



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against  the  referenced  person  for the  purpose  of  effecting,  or an order,
judgment  or decree  shall be  entered  by any court of  competent  jurisdiction
approving (in whole or in part), anything specified in subsection (a) hereof, or
any receiver, trustee, assignee,  custodian,  sequestrator,  liquidator or other
official shall be appointed  with respect to the  referenced  person or shall be
appointed to take or shall otherwise  acquire  possession or control of all or a
substantial part of the assets and properties of the referenced person.

     "Junior Event of Default"  shall mean any "Event of Default"  under (and as
defined  in) the  Junior  Loan  Instruments  and the  Junior  Subordinated  Loan
Instruments.

     "Junior Lender" shall have the meaning assigned to it in the Introduction.

     "Junior  Subordinated  Lender" shall have the meaning assigned to it in the
Introduction.

     "Junior Liens" shall have the meaning assigned to it in Section 3 hereof.

     "Junior Loan  Instruments"  shall mean the Junior Note,  the Junior  Lender
Purchase Agreement, the various mortgages, assignments,  guaranties, instruments
and other  documents  creating,  evidencing or supporting any amount owed to the
Junior Lenders by the Borrower or the Junior Lenders' interest in any collateral
securing or intending to secure anyone's obligations under any of the foregoing,
and  all  reports,  statements,  certificates,  schedules  and  other  documents
executed  by the  requisite  person(s)  pursuant  to any  of the  foregoing  and
accepted or delivered by the Junior  Lenders  (whether prior to, or from time to
time  after  the  date  hereof),  as each may have  been  and  hereafter  may be
supplemented,  modified,  amended, restated or replaced from time to time in the
manner provided therein.

     "Junior Lender Purchase  Agreement" shall mean the Stock Purchase Agreement
dated as of March 7, 2008 among the Borrower and the Junior Lenders.

     "Junior Note" and "Junior Notes" shall mean those certain Junior  Unsecured
9% Convertible Promissory Notes issued by the Borrower to the Junior Lenders and
dated March 7, 2008 in the  aggregate  principal sum of  $1,012,500,  and in the
individual  principal  sums set forth  opposite  each  Junior  Lender's  name on
Exhibit A hereto, as the same may be supplemented,  modified,  amended, restated
or replaced from time to time in the manner provided therein.

     "Junior  Subordinated Loan Instruments" shall mean the Junior  Subordinated
Note,  the  Placement  Agent  Agreement,  the  various  mortgages,  assignments,
guaranties,  instruments and other documents creating,  evidencing or supporting
any amount owed to the Junior  Subordinated Lender by the Borrower or the Junior
Subordinated Lender's interest in any collateral securing or intending to secure



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anyone's  obligations under any of the foregoing,  and all reports,  statements,
certificates,  schedules and other documents executed by the requisite person(s)
pursuant  to any of the  foregoing  and  accepted  or  delivered  by the  Junior
Subordinated  Lender  (whether  prior to,  or from  time to time  after the date
hereof),  as each may have been and  hereafter  may be  supplemented,  modified,
amended, restated or replaced from time to time in the manner provided therein.

     "Junior  Subordinated Note" and "Junior Subordinated Notes" shall mean that
certain Junior Subordinated  Unsecured 9% Convertible Promissory Notes issued by
the  Borrower to the Junior  Subordinated  Lender and dated March 7, 2008 in the
principal sum of $2,000,000, as the same may be supplemented, modified, amended,
restated or replaced from time to time in the manner provided therein.

     "Junior  Obligations" as of any date shall mean the Borrower's  obligations
to repay the  balance  of the loans  then  outstanding  under  the  Junior  Loan
Instruments, including accrued and unpaid interest thereon, and all of the other
amounts to be paid and obligations to be performed or otherwise  satisfied under
the Junior Loan Instruments.

     "Junior Subordinated  Obligations" as of any date shall mean the Borrower's
obligations to repay the balance of the loans then outstanding  under the Junior
Subordinated  Loan  Instruments,  including accrued and unpaid interest thereon,
and all of the other  amounts  to be paid and  obligations  to be  performed  or
otherwise satisfied under the Junior Subordinated Loan Instruments.

     "Senior Lender" shall have the meaning assigned to it in the Introduction.

     "Loan Instruments" shall mean the Senior Loan Instruments,  the Junior Loan
Instruments and the Junior Subordinated Loan Instruments.

     "Placement  Agent Agreement" shall mean the Placement Agent Agreement dated
as of March 7, 2008 among the Borrower and the Junior Subordinated Lender.

     "Senior Event of Default"  shall mean any "Event of Default"  under (and as
defined in) the Senior Loan Instruments.

     "Senior Lender Purchase  Agreement" shall mean the Stock Purchase Agreement
dated as of March 7, 2008 among the Borrower and the Senior Lender.

     "Senior Liens" shall have the meaning assigned to it in Section 3 hereof.

     "Senior Loan  Instruments"  shall mean the Senior Notes,  the Senior Lender
Purchase  Agreement,  the Security Agreement dated as of March 7, 2008 among the



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Borrower and the Senior Lender,  the Pledge  Agreement dated as of March 7, 2008
among the Borrower and the Senior Lender,  the various  mortgages,  assignments,
loan  agreements,  advice letters,  guaranties,  instruments and other documents
creating,  evidencing or supporting  any amount owed to the Senior Lender by the
Borrower or the Senior Lender's interest in any collateral  securing or intended
to secure anyone's  obligations  under any of the foregoing,  any  participation
agreement(s) with one or more other lenders  respecting those  instruments,  and
all reports, statements, certificates, schedules and other documents executed by
the  requisite  person(s)  pursuant  to any of the  foregoing  and  accepted  or
delivered by the Senior Lender  (whether prior to, on or from time to time after
the date  hereof),  as each may have  been and  hereafter  may be  supplemented,
modified, amended, restated or replaced from time to time in the manner provided
therein.

     "Senior Note" and "Senior  Notes" shall mean that certain Senior Secured 9%
Convertible  Promissory  Note in the original  principal  amount of  $19,000,000
dated March 7, 2008,  issued by the Borrower to the Senior  Lender,  as each may
have been and  hereafter may be  supplemented,  modified,  amended,  restated or
replaced from time to time in the manner provided therein.

     "Senior  Obligations" as of any date shall mean the Borrower's  obligations
to repay the balance  loans  (including  future  advances) and letters of credit
advances then outstanding under the Senior Loan Instrument including accrued and
unpaid interest thereon, to pay or repay all other amounts advanced from time to
time on behalf of the  Borrower  by the Senior  Lender or its  designee or to be
otherwise  paid or  reimbursed  by the  Borrower  pursuant  to the  Senior  Loan
Instruments,  and all of the  other  amounts  to be paid and  obligations  to be
performed or otherwise satisfied under the Senior Loan Instruments.

     Section 2.  Subordination  of Junior  Obligations  and Junior  Subordinated
Obligations.  (a) The Junior  Lenders,  for themselves and their  successors and
assigns,  agree  that the  payment  of the  Junior  Obligations  (whether  as to
principal, interest or otherwise, in whole or in part) is hereby subordinated in
right of payment to the prior payment in full of all Senior Obligations,  to the
extent and in the manner stated in this Agreement.

          (b) The Junior  Subordinated  Lender, for itself and its successor and
     assigns,  agree that the  payment of the  Junior  Subordinated  Obligations
     (whether as to principal,  interest or  otherwise,  in whole or in part) is
     hereby subordinated in right of payment to the prior payment in full of all
     Senior  Obligations  and the Junior  Obligations,  to the extent and in the
     manner stated in this Agreement.

          (c) Except as  provided  in this  Section  and  Section 4 hereof,  the
     Junior Lenders and the Junior  Subordinated  Lender shall not seek, accept,
     retain or apply any payment on account of any of the Junior  Obligations or
     Junior Subordinated  Obligations,  respectively,  (whether as to principal,



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<PAGE>

     interest or otherwise, in whole or in part) or any redemption,  purchase or
     other acquisition thereof; provided, however, that payments of interest and
     scheduled  repayments  of  principal  and any other  payment  due under the
     Junior Note and the Junior Subordinated Note can be made on the Junior Note
     and Junior  Subordinated Note,  respectively,  (as and when due) so long as
     (A)  (intentionally  omitted),  (B) no Senior  Event of Default  shall have
     occurred,  and (C) the making of such payments shall not result in a Senior
     Event of Default  (with or without  the giving of notice or the  passage of
     time or both),  with the various  financial  measurements and covenants set
     forth in the Senior  Loan  instruments  being  recalculated  on a pro forma
     basis (from the then most  recent  quarterly  calculations)  to include the
     effects of the proposed payment.

          (d) Upon any acceleration or other maturity of the Senior  Obligations
     or any  distribution  of the assets of the Borrowers upon any  dissolution,
     winding up, liquidation or reorganization (whether as a result of any Event
     of Bankruptcy or  otherwise):  i) the Senior Lender first shall be entitled
     to  receive  payment  in  full of the  Senior  Obligations  (whether  as to
     principal,  interest or otherwise)  before the Junior Lenders or the Junior
     Subordinated  Lender are  entitled to receive  payment on account of any of
     the Junior  Obligations  or the Junior  Subordinated  Obligations;  ii) the
     Junior  Lenders shall be entitled to receive  payment in full of the Junior
     Obligations  (whether as to principal,  interest or  otherwise)  before the
     Junior Subordinated Lender is entitled to receive payment on account of any
     of  the  Junior   Subordinated   Obligations;   and  iii)  any  payment  or
     distribution  of the assets or  properties  of the  Borrower of any kind or
     character (whether in cash, assets,  properties or securities) to which the
     Junior Lenders or the Junior  Subordinated  Lender would have been entitled
     (but for the provisions of this Agreement) shall be paid by the liquidating
     trustee,  custodian,  agent  or  other  person  making  such a  payment  or
     distribution  directly to the Senior Lender to the extent necessary to make
     payment in full of all Senior Obligations then remaining unpaid.

          (e) In the event that any  payment or other  distribution  (whether in
     cash, securities,  or other assets or properties) is received by the Junior
     Lenders  or  the  Junior  Subordinated  Lenders  in  contravention  of  the
     provisions of this Agreement,  such payment or other  distribution shall be
     held by the  recipient in trust for the benefit of the Senior  Lender,  and
     such amount shall  promptly be paid and delivered by the Junior  Lenders or
     the Junior  Subordinated  Lender,  as applicable,  to the Senior Lender for
     application to the payment of any Senior Obligations then remaining unpaid;
     provided,  however,  that the Junior  Lenders  and the Junior  Subordinated
     Lender,  as  applicable,  may retain and use free of such trust any payment
     permitted  under  Section  2(c)  hereof  that (1) the  Junior  Lenders:  i)
     received  prior to the giving to the Junior Lenders of notice by the Senior
     Lender that a Senior Event of Default is  continuing  (which shall  specify
     the  general  nature of the  default);  and ii)  receives  after the Junior
     Lenders have received  notice from the Senior Lender that all Senior Events
     of Default have ended (whether by cure, waiver or otherwise) so long as the
     Junior  Lenders have no written notice of any other Senior Event of Default



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     then  continuing,  or (2) the Junior  Subordinated  Lender:  iiii) received
     prior to the  giving  to the  Junior  Subordinated  Lender of notice by the
     Senior Lender that a Senior Event of Default is continuing or by the Junior
     Lender that Junior Event of Default is continuing  (which shall specify the
     general  nature  of  the  default);  and  ii)  receives  after  the  Junior
     Subordinated  Lender has  received  notice from the Senior  Lender that all
     Senior Events of Default have ended (whether by cure, waiver or otherwise),
     or received notice from the Junior Lender that all Junior Events of Default
     have ended (whether by cure,  waiver or  otherwise),  so long as the Junior
     Subordinated  Lender has no  written  notice of any other  Senior  Event of
     Default or Junior Event of Default, as applicable, then continuing.

     Section 3.  Priority of Senior Liens over Junior  Liens.  All mortgages and
other security  interests in and to all or any part of the Collateral granted at
any time and from time to time to the Senior Lender  pursuant to the Senior Loan
Instruments  in order to secure all or any part of the Senior  Obligations  (the
"Senior  Liens")  shall be senior  to and  accorded  priority  under any and all
circumstances   over  the  interests  of  the  Junior  Lenders  and  the  Junior
Subordinated  Lender under the Junior Loan  Instruments,  in order to secure the
Junior Obligations,  and the Junior  Subordinated Loan Instruments,  in order to
secure the Junior Subordinated  Obligations,  respectively (the "Junior Liens");
i.e.  the Junior  Liens shall be fully  subordinate  and  inferior to the Senior
Liens,  irrespective  of  the  order,  manner  and  effectiveness  of  creation,
attachment or perfection.

     Section 4. Priority of Remedies. Irrespective of whether a default may have
occurred   respecting  the  Junior   Obligations  or  the  Junior   Subordinated
Obligations, neither the Junior Lenders nor the Junior Subordinated Lender shall
commence or proceed with the exercise or other enforcement of any of its rights,
powers,  remedies,  privileges and interests  respecting the Junior Obligations,
the Junior Subordinated Obligations,  as applicable, or the Junior Liens, unless
and until the Junior Lenders or the Junior  Subordinated Lender shall have given
the Senior Lender written  notice of the particular  Junior Event of Default and
the first to occur of the following:  i) the Senior  Obligations shall have been
fully  paid and  satisfied;  ii) the  Senior  Lender  (in its sole and  absolute
discretion)   shall  have  given  its  written   consent  to  such  exercise  or
enforcement;  iii) a Senior  Event of Default  or the  Junior  Lenders or Junior
Subordinated  Lender are precluded from receiving one or more permitted payments
under Section 2 (including a cross-default under to the Junior Loan Instruments)
shall have  continued  for more than  thirty  (30) days after the Senior  Lender
shall  have  given the  Junior  Lender or the  Junior  Subordinated  Lender,  as
applicable,  notice of such default without waiver, acceleration or other action
to exercise its rights, powers, privileges or remedies on the part of the Senior
Lender with respect  thereto,  or (iv) the passage of thirty (30) days after the
Junior Lenders or the Junior  Subordinated  Lender,  as  applicable,  shall have
given the Senior Lender written notice of the particular Junior Event of Default
and Senior  Lender  shall not have taken any action to enforce its rights  under
the Senior Loan Instruments.  Any monies or other assets and properties realized



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or otherwise received by the Junior Lenders or the Junior  Subordinated  Lender,
as applicable,  in connection therewith shall be accepted in trust by the Junior
Lender or the Junior Subordinated Lender, as applicable,  for the benefit of the
Senior Lender, and such amount shall be promptly paid or delivered by the Junior
Lender or the Junior Subordinated Lender, as applicable, to the Senior Lender to
be credited and applied to the payment of the Senior Obligations with any excess
remaining  after full  payment  and  satisfaction  thereof to be remitted by the
Senior  Lender  to the  Junior  Lender or the  Junior  Subordinated  Lender,  as
applicable.

     Section 5. Junior Events of Default.  (a) The Junior Lenders and the Junior
Subordinated  Lender shall give the Senior Lender prompt  written  notice of any
Junior Event of Default, and shall concurrently give to the Senior Lender copies
of all notices,  demands,  elections or other communications given by the Junior
Lender or the Junior Subordinated Lender, as applicable.

          (b) The Senior  Lender  shall have the right (in its sole and absolute
     discretion),  but shall be under no duty or  obligation to perform any term
     or provision of the Junior Loan Instruments or the Junior Subordinated Loan
     Instruments, or to remedy any default by the Borrower under the Junior Loan
     Instrument  or the Junior  Subordinated  Loan  Instruments,  and the Junior
     Lenders or the Junior Subordinated Lender, as applicable,  shall accept any
     voluntary  performance  by the Senior Lender with the same force and effect
     as if timely furnished by the Borrower.

          Section 6. Senior Events of Default.  (c) The Senior Lender shall give
     the Junior Lenders and the Junior Subordinated Lender prompt written notice
     of any Senior Event of Default,  and shall  concurrently give to the Junior
     Lenders and the Junior Subordinated Lender copies of all notices,  demands,
     elections or other communications given by the Senior Lender.

          (d) The Junior Lenders and the Junior  Subordinated  Lender shall have
     the right (in their sole and  absolute  discretion),  but shall be under no
     duty or  obligation  to perform  any term or  provision  of the Senior Loan
     Instruments  or to remedy any default by the Borrower under the Senior Loan
     Instrument, and the Senior Lender shall accept any voluntary performance by
     the Junior  Lenders or the Junior  Subordinated  Lender with the same force
     and effect as if timely furnished by the Borrower.

     Section 7.  Bankruptcy.  The  Junior  Lenders  and the Junior  Subordinated
Lender  hereby grant to the Senior  Lender (as holder of the Senior  Obligations
and the Senior Liens) the  irrevocable  right,  power and authority in the name,
place  and stead of the  Junior  Lenders  and the  Junior  Subordinated  lender,
respectively, exercisable only during the continuance of any Event of Bankruptcy
with respect to the Borrower, each guarantor, surety or pledgor under the Junior
Obligations  and the Junior  Subordinated  Obligations  and each  grantor of the
subject collateral,  to file such proofs of claim and to vote, compromise,  give



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consents and releases, receive proceeds and take or omit such other actions with
respect to the Junior  Obligations,  the Junior  Subordinated  Obligations,  the
Junior Liens or the subject  collateral as the Senior Lender may deem  necessary
or  desirable  in its  discretion  and  for  its  benefit.  Notwithstanding  the
foregoing,  the Junior  Subordinated Lender shall be entitled to file a proof of
claim with respect to the Junior  Subordinated  Obligations  and seek to enforce
same in accordance with the terms of this Agreement.

     Section 8. Subordination Absolute. Subject to the terms hereof, each of the
Junior Lenders and the Junior  Subordinated Lender covenants and agrees that its
subordinations  and other  covenants and agreements  under this  Agreement:  (a)
shall be absolute and  unconditional  irrespective  of the  validity,  legality,
binding  effect or  enforceability  of any of the terms  and  provisions  of the
Senior Loan  Instruments;  (b) shall  survive the execution and delivery of this
Agreement,  as well as the Senior Loan Instruments,  Junior Loan Instruments and
Junior Subordinated Loan Instruments, and shall be continuing in nature, whether
the Senior Obligations,  Junior Obligations or Junior  Subordinated  Obligations
are now or hereafter existing, acquired or created, and irrespective of the fact
that from time to time under those terms and provisions  monies can be advanced,
repaid and readvanced and the outstanding balances may be zero; (c) shall remain
and continue in full force and effect without regard i) to any waiver,  consent,
supplement,  modification,  amendment or restatement of any term or provision of
the Senior Loan Instruments, Junior Loan Instruments or Junior Subordinated Loan
Instruments;  ii) to any full,  partial  or  non-exercise  of any of the  Senior
Lender's  rights,  powers,  privileges,  remedies and interests under any Senior
Loan  Instrument  or applicable  law,  against any person or with respect to any
collateral,  which  exercise  or  enforcement  may be delayed,  discontinued  or
otherwise not pursued or exhausted for any or no reason whatsoever, or which may
be waived, omitted or otherwise not exercised or enforced (whether intentionally
or otherwise); iii) to any surrender, repossession,  sequestration, foreclosure,
conveyance or assignment  (by deed in lieu or otherwise),  sale,  lease or other
realization,  dealing  or  disposition  respecting  any  collateral;  iv) to any
release,  subordination  or impairment of all or any part of any  obligations or
collateral  or  any  security   interest  therein   (whether   intentionally  or
otherwise);  v) to any extension,  stay, moratorium or statute of limitations or
similar time constraint  under any applicable law; vi) to any act or omission on
the part of the Senior  Lender or any other  person;  or vii) to any other event
that might otherwise  constitute a legal or equitable  counterclaim,  defense or
discharge of a  subordinated  party or surety;  (d) shall not be  diminished  or
qualified by the death,  disability,  dissolution,  reorganization,  insolvency,
bankruptcy, custodianship or receivership of the Borrower, any guarantor, surety
or pledgor or any other  person;  and (e) shall remain in full force and effect,
and  may  not  be  revoked  or  terminated  by  the  Junior  Lenders  or  Junior
Subordinated  Lenders,  until  such time as the Senior  Obligations,  the Junior
Obligations or the Junior  Subordinated  Obligations,  as the case may be, shall
have been fully paid and satisfied, and those obligations shall not be deemed to
have been  otherwise  fully paid and  satisfied  so long as any note,  letter of



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credit or other  document or  instrument  thereunder  shall have any  continuing
force or effect.

     Section 9. Certain Waivers.  (a) Except as otherwise provided herein,  each
party hereby expressly  waives:  i) notice of acceptance of this Agreement;  ii)
notice of any action taken or omitted in reliance  hereon;  iii) notice from any
other party hereto of any  nonpayment or the  occurrence or  continuance  of any
other default, or any other event that (with the giving of notice or the passage
of time or both) could constitute a default, under any Senior Loan Instrument or
Junior Loan  Instrument,  irrespective of whether any notice may have been given
to the Borrower or any guarantor,  surety,  pledgor or other person;  iv) notice
from any other party of any material and adverse effect, whether individually or
in the aggregate, upon the assets, business, operations, properties or condition
(financial or otherwise) of the Borrower, of any guarantor,  surety,  pledgor or
other person, or upon any part of any collateral  securing any obligations under
the Senior  Loan  Instruments  or Junior  Loan  Instruments;  v) any  statute of
limitations or similar time constraint  under any applicable  law,  whether with
respect to the Junior Obligations or Senior Obligations; or vi) any other proof,
notice or  demand  of any kind  whatsoever  with  respect  to any and all of the
Senior  Obligations  or Junior  Obligations or promptness in making any claim or
demand  under  this  Agreement  or any Senior  Loan  Instrument  or Junior  Loan
Instrument.

          (b) Except as otherwise provided herein; to the extent that any of the
     terms and provisions of the Junior Loan  Instruments may be violated by the
     execution,  delivery and  performance of the Senior Loan  Instruments,  the
     Junior Lender hereby consents  thereto and waives each and every violation;
     to the  extent  that any of the terms and  provisions  of the  Senior  Loan
     Instruments  may be violated by the execution,  delivery and performance of
     the Junior Loan Instruments,  the Senior Lender hereby consents thereto and
     waives each and every such  violation;  and each of the foregoing  consents
     and waivers may be relied upon by the Borrower and its guarantors.

     Section 10. Subordination Not Affected.  Without limiting the generality of
the  foregoing  Sections or any other term or provision of this  Agreement,  the
Junior Lenders and the Junior  Subordinated  Lender covenant,  agree and consent
with  respect to the Senior  Obligations,  Senior  Loan  Instruments  and Senior
Liens, that at any time, and from time to time:

          (a) the loans may be  advanced,  repaid and  re-advanced  from time to
     time  under the  Senior  Loan  Instruments,  or the  amount  of the  Senior
     Obligations,  the rate of interest thereon, any other obligation thereunder
     or the credit availability may be increased or otherwise changed;

          (b) the time,  manner,  place and other  terms and  provisions  of the
     payment or performance of any one or more of the Senior  Obligations may be
     extended, modified, amended, restated or otherwise changed;



                                       10
<PAGE>

          (c) any partial or late payment, or any payment during the continuance
     of any default,  respecting the Senior Obligations may be accepted in whole
     or in part or rejected by the Senior Lender;

          (d)  subject  to  the  terms  of  the  Senior  Loan  Instruments,  any
     Collateral  may be sold,  conveyed,  assigned or otherwise  realized  upon,
     dealt with or  disposed of in whole or in part by the Senior  Lender,  free
     and  clear  of the  subordinate  liens of the  Junior  Lenders  and  Junior
     Subordinated Lender;

          (e) any mortgage or any security  interest in any such  collateral may
     be held without due  recordation  or other  perfection by the Senior Lender
     (whether  intentionally  or  otherwise),   may  be  recorded  or  otherwise
     perfected  by the  Senior  Lender  at any  time  in  any  order,  or may be
     assigned,  realized,  subordinated  or  otherwise  impaired,  dealt with or
     otherwise disposed of in whole or in part by the Senior Lender;

          (f) any one or more payments,  distributions  and proceeds received by
     the Senior Lender or any of its affiliates,  custodians,  participants  and
     designees  from or in respect of the  Borrower,  any  guarantor,  surety or
     pledgor or any other person or any collateral,  if not expressly designated
     for or otherwise restricted to a particular  obligation,  may be applied in
     the  discretion of the Senior Lender to the Senior  Obligations or to other
     indebtedness or obligations  (including interest) of the Borrower, any such
     guarantor,  surety or pledgor or any other person owed to the Senior Lender
     or any of its affiliates;

          (g) the liability of any guarantor, surety, pledgor or other person to
     pay any and all of the Senior  Obligations  may be  settled,  subordinated,
     compromised or released, in whole or in part;

          (h) the  respective  rights  of setoff of the  Senior  Lender  and its
     affiliates,  custodians,  participants  and designees may be exercised from
     time to time with  respect  to the  Borrower  of any  guarantor,  surety or
     pledgor,   all  without  any  notice  to  the  Junior  Lenders  and  Junior
     Subordinated  Lender,  without regard to the frequency thereof, and whether
     or not the relevant obligations shall then be matured.

          (i) any representation,  warranty, covenant or other term or provision
     of the Senior Loan Instruments,  in whole or in part, may be the subject of
     one or  more  waivers  of  applicability  or  consents  to  nonperformance,
     non-compliance  or  nonobservance  from the Senior  Lender,  whether or not
     constituting defaults, or may be otherwise not exercised or enforced by the
     Senior Lender (whether intentionally or otherwise);

          (j) any of the  Senior  Loan  Instruments,  or any  term or  provision



                                       11
<PAGE>

     thereof,  can be in  whole  or in  part  renewed,  extended,  supplemented,
     modified,  amended,  restated  or  otherwise  changed in any respect by the
     respective parties thereto in the manner provided therein;

          (k) any one or more of the rights,  powers,  privileges,  remedies and
     interests of the Senior Lender in and to the Senior Loan Instruments may be
     sold,  conveyed,  assigned  or  otherwise  transferred  in whole or in part
     (including participation or other undivided interests) to any other person;
     or

          (l) any other  right,  power,  privilege,  remedy or  interest  of the
     Senior Lender under the Senior Loan  instruments  and applicable law may be
     exercised or enforced by the Senior Lender or its designee,  which exercise
     or  enforcement  may be delayed,  discontinued  or otherwise not pursued or
     exhausted  for any  reason  or no  whatsoever,  or any such  right,  power,
     privilege,  remedy or  interest  may be waived,  omitted or  otherwise  not
     exercised or enforced (whether intentionally or otherwise);

     all  without  notice to or assent  from the  Junior  Lenders  or the Junior
     Subordinated Lender, as applicable, or any other party under this Agreement
     and all without  affecting the  subordination or other terms and provisions
     of this  Agreement or any of the  respective  rights or  obligations of the
     parties hereunder.

     Section 11. Reliance by Senior Lender on Subordination.  The Junior Lenders
and the Junior  Subordinated Lender acknowledge and agree that they have entered
into this  Agreement  in order to induce  the  Senior  Lender to enter  into the
Purchase  Agreement,  the Senior Loan  Instruments  and the other  documents and
agreement  related to the  transactions  contemplated  therein,  that the Senior
Lender in doing so has in fact relied upon this Agreement and the  subordination
and other provisions of the Junior Loan Instruments and the Junior  Subordinated
Loan  Instruments  and that the Senior Lender would not have done so without the
benefit of this  Agreement  and the  subordination  and other  provisions of the
Junior Loan  Instruments and the Junior  Subordinated  Loan Instruments and that
the Senior  Lender would not have done so without the benefit of this  Agreement
and those  provisions.  The Junior  Lenders and the Junior  Subordinated  Lender
shall not  directly  or  indirectly  agree to or cause,  suffer or  permit,  any
supplement to or waiver (of its rights), modification,  amendment or restatement
of  any  term  or  provision  of  any  Junior  Loan  Instrument  or  the  Junior
Subordinated  Loan  Instruments,  respectively,  or offer or agree to do so. The
inclusion of supplements,  modifications,  amendments, restatements and the like
in the  various  definitions  of  those  documents  shall  not be  construed  as
permission therefor or acceptance thereof by the Senior Lender.

     Section  12.  Notice.  Except  as  otherwise  expressly  provided  in  this
Agreement,  any notice required or permitted hereunder shall be given in writing
(unless otherwise  specified herein) and shall be deemed  effectively given upon
(i) personal delivery, (ii) two business days after deposit with Federal Express



                                       12
<PAGE>

or another nationally recognized overnight courier service,  (iii) five business
days after deposit in the United  States Postal  Service,  sent  certified  mail
return  receipt  requested,  addressed  to each of the other  parties  thereunto
entitled at the following  addresses,  or at such other addresses as a party may
designate  by ten days  advance  written  notice  to each of the  other  parties
hereto,   or  (iv)  the  same  day  upon  transmission  by  means  of  facsimile
transmission or electronic  mail (if attached in a commonly  readable format and
the sender has received no generated  notice that the email message has not been
successfully delivered).

          If to the Senior Lender:        Acclerant Partners LLC
                                          Executive Pavilion
                                          90 Grove Street
                                          Ridgefield, CT  06877
                                          Attention: [__________________]
                                          Tel. No.: [___________________]
                                          Fax No.: [___________________]
                                          Email: [__________________]

          If to the Junior Lenders:       At the address of such Junior Lender
                                          set forth on Exhibit A to
                                          this Agreement.

          If to the Junior Subordinated   Southridge Investment Group LLC
          Lender:                         90 Grove Street, 2nd Floor
                                          Ridgefield, CT  06877
                                          Attention: [__________________]
                                          Tel. No.: [___________________]
                                          Fax No.: [___________________]
                                          Email: [__________________]

           If to the Borrower:            Total Luxury Group, Inc.
                                          11900 Biscayne Blvd Suite #620
                                          Miami, Florida  33181
                                          Attention: [__________________]
                                          Tel. No.: [___________________]
                                          Fax No.: [___________________]
                                          Email: [__________________]


     Any party  hereto may from time to time  change its  address for notices by
giving at least ten (10) days  written  notice of such  changed  address  to the
other parties hereto.

     If a certificate,  signed notice or other signed item is expressly required
by another provision of this Agreement or any other Loan Instrument,  a manually



                                       13
<PAGE>

signed  original  must be delivered  by the party  giving it; any other  notice,
request,  demand or other  communication also may be sent by telecopy,  with the
cost of  transmission  prepaid or for the account of the sender,  and (except as
otherwise  expressly provided in this Agreement) shall be deemed conclusively to
have been given on the first  Business Day following  the day duly sent.  Copies
may be sent by regular  first-class mail,  postage prepaid,  to the persons,  if
any,  set forth  above,  but any  failure or delay in sending  copies  shall not
affect the validity of any such notice,  request,  demand or other communication
so given to a party.

     Section 13.  Assurances.  Each party agrees do such further acts and things
and to execute and deliver such statements, assignments, agreements, instruments
and other  documents as any other party from time to time reasonably may request
in connection  with the  administration,  enforcement  or  adjudication  of this
Agreement  in order to (a)  evidence,  confirm,  perfect or protect the priority
accorded any lien or security  interest under this  Agreement,  or (b) otherwise
effectuate the purpose and the terms and provisions of this  Agreement,  each in
such form and substance as may be acceptable,  to and at the sole expense of the
requesting party.

     Section 14. Reliance. Each party shall be entitled to rely upon any notice,
consent,  certificate,  affidavit,  statement, paper, document, writing or other
communication  (which  to  the  extent  permitted  hereunder  may  be by  telex,
telecopier,  electronic  mail  or  telephone)  reasonably  believed  by it to be
genuine and to have been signed,  sent or made by the proper  person or persons,
and upon  opinions  and  advice  of legal  counsel  (including  counsel  for the
Borrower),  independent  public  accountants and other experts  selected by that
party.

     Section 15.  Headings and  Interpretation.  The section and other  headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or  interpretation  of this Agreement.  The parties  acknowledge and
agree that:  each party and its counsel have reviewed and  negotiated  the terms
and  provisions of this  Agreement  and have  contributed  to its revision;  the
normal rule of  construction,  to the effect that any  ambiguities  are resolved
against the drafting party,  shall not be employed in the  interpretation of it;
and its terms and provisions  shall be construed fairly as to all parties hereto
and not in favor  of or  against  any  party,  regardless  of  which  party  was
generally responsible for the preparation of this Agreement.

     Section  16.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed in  accordance  with the  applicable  laws  pertaining in the State of
Delaware (other than those that would defer to the  substantive  laws of another
jurisdiction).

     Section 17.  Severability.  In the event that any term or provision of this
Agreement or of any Senior Loan  Instrument  shall be finally  determined  to be
superseded,  invalid,  illegal or otherwise unenforceable pursuant to applicable



                                       14
<PAGE>

law  by  a  governmental   authority  having   jurisdiction   and  venue,   that
determination  shall not impair or otherwise  affect the  validity,  legality or
enforceability  (a) by or  before  that  authority  of the  remaining  terms and
provisions of this  Agreement,  which shall be enforced as if the  unenforceable
term or provision were deleted,  or (b) by or before any other  authority of any
of the terms and  provisions  of this  Agreement  and such other  documents  and
instruments.

     Section 18.  Successors  and Assigns;  Assignment;  No Third Party  Rights.
Whenever in this Agreement  reference is made to any party, such reference shall
be deemed to include the successors, assigns, heirs and legal representatives of
such  party,  and,  without  limiting  the  generality  of  the  foregoing,  all
representations, warranties, covenants and other agreements made by or on behalf
of any party in this  Agreement  shall  inure to the  benefit of the  respective
successors and assigns (including participants) of the other parties hereto. The
representations, warranties and other terms and provisions of this Agreement are
for the exclusive benefit of the parties hereto, and no other person,  including
creditors of any party  hereto,  shall have any right or claim against any party
by reason of any of those terms and  provisions or be entitled to enforce any of
those terms and provisions against any party.

     Section  19. No Waiver by  Action.  Any waiver or  consent  respecting  any
representation,  warranty, covenant or other term or provision of this Agreement
shall be effective  only in the specific  instance and for the specific  purpose
for which given and shall not be deemed,  regardless of frequency given, to be a
further or continuing waiver or consent.  The failure or delay of a party at any
time or times to require  performance of, or to exercise its rights with respect
to, any  representation,  warranty,  covenant or other term or provision of this
Agreement in no manner  (except as otherwise  expressly  provided  herein) shall
affect its right at a later time to enforce any such provision.  No notice to or
demand on any party in any case shall entitle such party to any other or further
notice or  demand  in the same,  similar  or other  circumstances.  All  rights,
powers,  privileges,  remedies  and other  interests  of each  party  under this
Agreement are cumulative and not  alternatives,  and they are in addition to and
shall not limit (except as otherwise expressly provided herein) any other right,
power, privilege, remedy or other interest of that party under this Agreement.

     Section 20. Effective Date, Counterparts,  Modification,  Amendment, Entire
Agreement.  This Agreement shall be effective on the date (the "Effective Date")
as of which this  Agreement  shall be  executed  by all the  parties  hereto and
delivered to the Senior  Lender.  This  Agreement may be executed in two or more
counterpart copies of the entire document or of signature pages to the document,
each of which may be executed by one or more of the parties  hereto,  but all of
which, when taken together, shall constitute a single agreement binding upon all
of the  parties  hereto.  Each and  every  modification  and  amendment  of this
Agreement shall be in writing and signed by all of the parties hereto,  and each
and every  waiver of, or  consent to any  departure  from,  any  representation,



                                       15
<PAGE>

warranty,  covenant or other term or  provision  of this  Agreement  shall be in
writing and signed by each affected party hereto.  This  Agreement  contains the
entire  agreement  of the  parties  and  supersedes  all other  representations,
warranties, agreements and understandings,  oral or otherwise, among the parties
with respect to the matters contained herein and therein.

                  [Remainder of page intentionally left blank.]



























                                       16
<PAGE>



     In Witness  Whereof,  the parties  hereto have executed and delivered  this
Agreement as of the date first written above.


                                                 ACCELERANT PARTNERS LLC


                                                 By:_________________________
                                                    Name:
                                                    Title:


                                                 [-----------------------]


                                                 By:_________________________
                                                    Name:
                                                    Title:



                                                 SOUTHRIDGE INVESTMENT GROUP LLC


                                                 By:_________________________
                                                    Name:
                                                    Title:



                                                 TOTAL LUXURY GROUP, INC.


                                                 By:_________________________
                                                    Name:
                                                    Title:



<PAGE>



                                    EXHIBIT A
                                    ---------
                                     to the
                             INTERCREDITOR AGREEMENT

Names and Addresses of the Junior Lender              Face Amount of Junior Note

























<PAGE>