Exhibit
10.3


SUBORDINATION
AGREEMENT


This Subordination Agreement is made as of March 31,
2007 by and between the undersigned (“Creditor”), and Comerica Bank (“Bank”).


Recitals


A.            COMMODORE
RESOURCES (NEVADA), INC., LYRIS TECHNOLOGIES INC., UPTILT INC., MCC NEVADA,
INC., CLICKTRACKS ANALYTICS, INC., ADMIRAL MANAGEMENT COMPANY and J.L. HALSEY
CORPORATION (each a “Borrower” and collectively, “Borrowers”) have requested
and/or obtained certain loans or other credit accommodations from Bank which
are or may be from time to time secured by all assets and property of Borrowers.


B.            Creditor
has extended loans or other credit accommodations to one or more Borrowers,
and/or may extend loans or other credit accommodations to one or more Borrowers
from time to time.


C.            In
order to induce Bank to extend credit to Borrowers and, at any time or from
time to time, at Bank’s option, to make such further loans, extensions of
credit, or other accommodations to or for the account of Borrowers, or to
purchase or extend credit upon any instrument or writing in respect of which a Borrower
may be liable in any capacity, or to grant such renewals or extension of any
such loan, extension of credit, purchase, or other accommodation as Bank may
deem advisable, Creditor is willing to subordinate:  (i) all of the Borrowers’ indebtedness
and obligations to Creditor, whether presently existing or arising in the
future (the “Subordinated Debt”) to all of the Borrowers’ indebtedness
and obligations to Bank; and (ii) all of Creditor’s security interests, if
any, to all of Bank’s security interests in the Borrowers’ property.


NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:


1.             Creditor subordinates
to Bank any security interest or lien that Creditor may have in any property of
any of the Borrowers.  Notwithstanding
the respective dates of attachment or perfection of the security interest of
Creditor and the security interest of Bank, the security interest of Bank in
the Collateral, as defined in that certain Loan and Security Agreement dated as
of October 4, 2005, as may subsequently be amended from time to time, including
but not limited to by that certain First Amendment to Loan and Security
Agreement dated as of April 25, 2006, 
that certain Second Amendment to Loan and Security Agreement dated as of
August 18, 2006, that certain Third Amendment to Loan and Security Agreement
dated as of November 30, 2006, that certain Fourth Amendment to Loan and
Security Agreement dated as of January 30, 2007 and that certain Fifth
Amendment to Loan and Security Agreement dated as of March 31, 2007 (the “Loan
Agreement”), shall at all times be prior to the security interest of
Creditor.


2.             All Subordinated Debt
is subordinated in right of payment to all obligations of the Borrowers to Bank
now existing or hereafter arising, together with all costs of collecting such
obligations (including attorneys’ fees), including, without limitation, all
interest accruing after the commencement by or against a Borrower of any
bankruptcy, reorganization or similar proceeding, and all obligations under the
Security Agreements (the “Senior Debt”).


3.             Creditor will not
demand or receive from a Borrower (and no Borrower will pay to Creditor) all or
any part of the Subordinated Debt, by way of payment, prepayment, setoff,
lawsuit or otherwise, nor will Creditor exercise any remedy with respect to the
Collateral, nor will Creditor commence, or cause to commence, prosecute or
participate in any administrative, legal or equitable action against a Borrower,
for so long as any portion of the Senior Debt remains outstanding.  Notwithstanding the foregoing, Creditor shall
be entitled to receive each regularly scheduled payment of principal and interest
under and in strict accordance with the terms and conditions of that certain
Promissory Note made by COMMODORE RESOURCES (NEVADA), INC. in favor of Creditor,
in the original principal amount of Five Million Six Hundred Thousand Dollars
($5,600,000) dated as of March 31, 2007, provided that no Event of Default (as
defined in the Loan Agreement) has occurred under the Loan Agreement which is
continuing or would exist immediately after giving effect to such payment.











4.             Creditor shall
promptly deliver to Bank in the form received (except for endorsement or
assignment by Creditor where required by Bank) for application to the Senior
Debt any payment, distribution, security or proceeds received by Creditor with
respect to the Subordinated Debt other than in accordance with this Agreement.


5.             In the event of a Borrower’s
insolvency, reorganization or any case or proceeding under any bankruptcy or
insolvency law or laws relating to the relief of debtors, these provisions
shall remain in full force and effect, and Bank’s claims against such Borrower and
the estate of such Borrower shall be paid in full before any payment is made to
Creditor.


6.             For so long as any of
the Senior Debt remains unpaid, Creditor irrevocably appoints Bank as Creditor’s
attorney-in-fact, and grants to Bank a power of attorney with full
power of substitution, in the name of Creditor or in the name of Bank, for the
use and benefit of Bank, without notice to Creditor, to perform at Bank’s
option the following acts in any bankruptcy, insolvency or similar proceeding
involving Borrower:


(i)            To file the appropriate claim or claims in
respect of the Subordinated Debt on behalf of Creditor if Creditor does not do
so prior to 30 days before the expiration of the time to file claims in such
proceeding and if Bank elects, in its sole discretion, to file such claim or
claims; and


(ii)           To accept or reject any plan of
reorganization or arrangement on behalf of Creditor and to otherwise vote
Creditor’s claims in respect of any Subordinated Debt in any manner that Bank
deems appropriate for the enforcement of its rights hereunder.


7.             Creditor shall immediately
affix a legend to the instruments evidencing the Subordinated Debt stating that
the instruments are subject to the terms of this Agreement.  No amendment of the documents evidencing or
relating to the Subordinated Debt shall directly or indirectly modify the
provisions of this Agreement in any manner which might terminate or impair the
subordination of the Subordinated Debt or the subordination of the security
interest or lien that Creditor may have in any property of a Borrower.  By way of example, such instruments shall not
be amended to (i) increase the rate of interest with respect to the
Subordinated Debt, or (ii) accelerate the payment of the principal or interest
or any other portion of the Subordinated Debt.


8.             This Agreement shall
remain effective for so long as the Borrowers owe any amounts to Bank under the
Loan Agreement, the Guaranty, the Third Party Security Agreement or
otherwise.  If, at any time after payment
in full of the Senior Debt any payments of the Senior Debt must be disgorged by
Bank for any reason (including, without limitation, the bankruptcy of a Borrower),
this Agreement and the relative rights and priorities set forth herein shall be
reinstated as to all such disgorged payments as though such payments had not
been made and Creditor shall immediately pay over to Bank all payments received
with respect to the Subordinated Debt to the extent that such payments would
have been prohibited hereunder.  At any
time and from time to time, without notice to Creditor, Bank may take such
actions with respect to the Senior Debt as Bank, in its sole discretion, may
deem appropriate, including, without limitation, terminating advances to
Borrowers, increasing the principal amount, extending the time of payment,
increasing applicable interest rates, renewing, compromising or otherwise
amending the terms of any documents affecting the Senior Debt and any
collateral securing the Senior Debt, and enforcing or failing to enforce any
rights against a Borrower or any other person. 
No such action or inaction shall impair or otherwise affect Bank’s
rights hereunder.  Creditor waives the
benefits, if any, of Civil Code Sections 2809, 2810, 2819, 2845, 2847, 2848,
2849, 2850, 2899 and 3433.


9.             This Agreement shall
bind any successors or assignees of Creditor and shall benefit any successors
or assigns of Bank.  This Agreement is
solely for the benefit of Creditor and Bank and not for the benefit of the Borrowers
or any other party.  Creditor further
agrees that if a Borrower is in the process of refinancing a portion of the
Senior Debt with a new lender, and if Bank makes a request of Creditor,
Creditor shall agree to enter into a new subordination agreement with the new
lender on substantially the terms and conditions of this Agreement.


10.           This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.











11.           CHOICE OF LAW AND
VENUE; JURY TRIAL WAIVER.


This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of California, without regard
to principles of conflicts of law.  Each
of Creditor and Bank hereby submits to the exclusive jurisdiction of the state
and Federal courts located in the County of Santa Clara, State of
California.  THE UNDERSIGNED ACKNOWLEDGE
THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE
WAIVED UNDER CERTAIN CIRCUMSTANCES.  TO
THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND
VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO
TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE
UNDERSIGNED PARTIES.


12.           REFERENCE PROVISION.


In the event the Jury
Trial Waiver set forth above is not enforceable, the parties elect to proceed
under this Judicial Reference Provision.


12.1         Mechanics.


(a)           With the exception of the
items specified in clause (b), below, any controversy, dispute or claim (each,
a “Claim”) between the parties arising out of or relating to this Agreement or
any other document, instrument or agreement between the undersigned parties
(collectively in this Section, the “Comerica Documents”), will be resolved by a
reference proceeding in California in accordance with the provisions of
Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or
their successor sections, which shall constitute the exclusive remedy for the
resolution of any Claim, including whether the Claim is subject to the
reference proceeding. Except as otherwise provided in the Comerica Documents,
venue for the reference proceeding will be in the state or federal court in the
county or district where the real property involved in the action, if any, is
located or in the state or federal court in the county or district where venue
is otherwise appropriate under applicable law (the “Court”).


(b)           The matters that shall
not be subject to a reference are the following: (i) nonjudicial foreclosure of
any security interests in real or personal property, (ii) exercise of self-help
remedies (including, without limitation, set-off), (iii) appointment of a
receiver and (iv) temporary, provisional or ancillary remedies (including,
without limitation, writs of attachment, writs of possession, temporary
restraining orders or preliminary injunctions). This reference provision does
not limit the right of any party to exercise or oppose any of the rights and
remedies described in clauses (i) and (ii) or to seek or oppose from a court of
competent jurisdiction any of the items described in clauses (iii) and (iv).
The exercise of, or opposition to, any of those items does not waive the right
of any party to a reference pursuant to this reference provision as provided
herein.


(c)           The referee shall be a
retired judge or justice selected by mutual written agreement of the parties.
If the parties do not agree within ten (10) days of a written request to do so
by any party, then, upon request of any party, the referee shall be selected by
the Presiding Judge of the Court (or his or her representative). A request for
appointment of a referee may be heard on an ex parte or expedited basis, and
the parties agree that irreparable harm would result if ex parte relief is not
granted.  Pursuant to CCP § 170.6, each
party shall have one peremptory challenge to the referee selected by the
Presiding Judge of the Court (or his or her representative).


(d)           The parties agree that
time is of the essence in conducting the reference proceedings. Accordingly,
the referee shall be requested, subject to change in the time periods specified
herein for good cause shown, to (i) set the matter for a status and
trial-setting conference within fifteen (15) days after the date of selection
of the referee, (ii) if practicable, try all issues of law or fact within one
hundred twenty (120) days after the date of the conference and (iii) report a
statement of decision within twenty (20) days after the matter has been
submitted for decision.











(e)           The referee will have
power to expand or limit the amount and duration of discovery.  The referee may set or extend discovery
deadlines or cutoffs for good cause, including a party’s failure to provide
requested discovery for any reason whatsoever. Unless otherwise ordered based
upon good cause shown, no party shall be entitled to “priority” in conducting
discovery, depositions may be taken by either party upon seven (7) days written
notice, and all other discovery shall be responded to within fifteen (15) days
after service. All disputes relating to discovery which cannot be resolved by
the parties shall be submitted to the referee whose decision shall be final and
binding.


12.2         Procedures.  Except as expressly set forth herein, the
referee shall determine the manner in which the reference proceeding is
conducted including the time and place of hearings, the order of presentation
of evidence, and all other questions that arise with respect to the course of
the reference proceeding.  All
proceedings and hearings conducted before the referee, except for trial, shall
be conducted without a court reporter, except that when any party so requests,
a court reporter will be used at any hearing conducted before the referee, and
the referee will be provided a courtesy copy of the transcript. The party
making such a request shall have the obligation to arrange for and pay the
court reporter. Subject to the referee’s power to award costs to the prevailing
party, the parties will equally share the cost of the referee and the court
reporter at trial.


12.3         Application
of Law.  The referee shall be
required to determine all issues in accordance with existing case law and the
statutory laws of the State of California. The rules of evidence applicable to
proceedings at law in the State of California will be applicable to the
reference proceeding. The referee shall be empowered to enter equitable as well
as legal relief, enter equitable orders that will be binding on the parties and
rule on any motion which would be authorized in a court proceeding, including
without limitation motions for summary judgment or summary adjudication. The
referee shall issue a decision at the close of the reference proceeding which
disposes of all claims of the parties that are the subject of the
reference.  Pursuant to CCP § 644, such
decision shall be entered by the Court as a judgment or an order in the same
manner as if the action had been tried by the Court and any such decision will
be final, binding and conclusive.  The
parties reserve the right to appeal from the final judgment or order or from
any appealable decision or order entered by the referee.  The parties reserve the right to findings of
fact, conclusions of laws, a written statement of decision, and the right to
move for a new trial or a different judgment, which new trial, if granted, is
also to be a reference proceeding under this provision.


12.4         Repeal.  If the enabling legislation which provides
for appointment of a referee is repealed (and no successor statute is enacted),
any dispute between the parties that would otherwise be determined by reference
procedure will be resolved and determined by arbitration.   The arbitration will be conducted by a
retired judge or justice, in accordance with the California Arbitration Act
§1280 through §1294.2 of the CCP as amended from time to time. The limitations
with respect to discovery set forth above shall apply to any such arbitration
proceeding.


12.5         THE
PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS
RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY
A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY,
AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION
WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING
OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER COMERICA DOCUMENTS.


13.           This Agreement
represents the entire agreement with respect to the subject matter hereof, and
supersedes all prior negotiations, agreements and commitments.  Creditor is not relying on any
representations by Bank or Borrower in entering into this Agreement, and
Creditor has kept and will continue to keep itself fully apprised of the
financial and other condition of Borrower. 
This Agreement may be amended only by written instrument signed by
Creditor and Bank.


14.           In the event of any
legal action to enforce the rights of a party under this Agreement, the party
prevailing in such action shall be entitled, in addition to such other relief
as may be granted, all reasonable costs and expenses, including reasonable
attorneys’ fees, incurred in such action.











15.           This Agreement
represents the entire agreement with respect to the subject matter hereof, and
supersedes all prior negotiations, agreements and commitments.  Creditor is not relying on any representations
by Bank or the Borrowers in entering into this Agreement, and Creditor has kept
and will continue to keep itself fully apprised of the financial and other
condition of the Borrowers.  This
Agreement may be amended only by written instrument signed by Creditor and
Bank.


16.           In the event of any
legal action to enforce the rights of a party under this Agreement, the party
prevailing in such action shall be entitled, in addition to such other relief
as may be granted, all reasonable costs and expenses, including reasonable
attorneys’ fees, incurred in such action.


IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of the date first
above written.


	
  

  	
  “Creditor”

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE JOHN BUCKMAN AND JAN HANFORD TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/John Buckman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Bank”

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/Philip
  Koblis

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  First Vice President

  
					



 


The undersigned approves of the terms of this Agreement.


	
  

  	
  “Borrowers”

  
	
   

  	
   

  
	
   

  	
  COMMODORE RESOURCES (NEVADA), INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Richard A. McDonald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LYRIS TECHNOLOGIES INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO & President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UPTILT RESOURCES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO & President

  



 











 


	
  

  	
  MCC NEVADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. McDonald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLICKTRACKS ANALYTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.L. HALSEY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Luis Rivera

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO & President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADMIRAL MANAGEMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  s/ Richard A. McDonald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary & Treasurer