Exhibit
10.33


INTERCOMPANY
SUBORDINATION AGREEMENT


This INTERCOMPANY
SUBORDINATION AGREEMENT
is entered into as of April 17, 2007 by and among: (A) NEXTERA ENTERPRISES, INC., a Delaware
corporation (hereinafter, together with its successors in title and assigns,
called the “Subordinated Creditor”);
(B) WOODRIDGE LABS, INC. (formerly known as “W Lab Acquisition Corp.”),
a Delaware corporation (hereinafter, together with its successors in title and
assigns, called the “Borrower”),
as a “Debtor” hereunder; and (C) NEWSTAR
FINANCIAL, INC., not in its individual capacity, but in its capacity
as administrative agent for Senior Creditors (hereinafter, together with its
successors in title and assigns as administrative agent for Senior Creditors,
called the “Administrative Agent”).


PRELIMINARY
STATEMENTS


(1)           Upon the terms and subject to the
conditions contained in the Credit Agreement, dated as of March 9, 2006, among
the Borrower, the Subordinated Creditor, the several financial institutions
from time to time party thereto as lenders thereunder, and NewStar Financial,
Inc., as administrative agent for lenders thereunder (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Senior Credit Agreement”), the
lenders thereunder have agreed to make Loans to the Borrower.


(2)           This Agreement contains terms and
provisions of subordination that are required by Senior Creditors in connection
with financing arrangements governed by the Senior Credit Agreement, and it is
a condition precedent to the making of additional Credit Extensions under the
Senior Credit Agreement, and also to the effectiveness of the Amendment
Agreement, dated as of the date hereof (as amended from time to time, the “2007 Amendment”), by and among the Principal Companies,
the Lenders party thereto, and the Administrative Agent, that the Subordinated
Creditor and the Borrower shall have entered into this Agreement with the
Administrative Agent and shall have agreed to become bound by the terms of
subordination and other provisions contained herein.


(3)           The Subordinated Creditor and the
Borrower have agreed with the Administrative Agent, acting for the benefit of
Senior Creditors, to execute and deliver this Agreement and to become bound by
the terms of subordination and other provisions set forth herein.


NOW,
THEREFORE, in consideration of these premises, the
Subordinated Creditor and the Borrower hereby agree with the Administrative
Agent, acting for the benefit of Senior Creditors, as follows:


ARTICLE 1


DEFINITIONS


SECTION 1.1. 
Definitions in Senior Credit Agreement.  Unless otherwise defined herein, terms
defined in or by reference in the Senior Credit Agreement are used herein as
therein defined.


SECTION 1.2. 
Certain Terms. 
The following terms, when used in this Agreement, including the Preamble
and the Preliminary Statements hereto, shall, except where the context
otherwise requires, have the following meanings:


“Administrative
Agent” has the meaning specified in the Preamble
hereto.













“Agreement”
means this Intercompany Subordination Agreement, as amended, amended and
restated, supplemented or otherwise modified from time to time.


“Borrower”
has the meaning specified in the Preamble hereto.


“Debtors”
means, collectively, the Borrower and each of the other Subsidiary Loan
Parties.


“Enforcement
Action” means, in relation to or with respect to any
Debtor, any of the following:


(a)           the acceleration of the maturity of
all or any part of any Indebtedness of such Debtor;


(b)           the commencement or pursuit of any
action at law or other legal proceeding against such Debtor to collect all or
any part of any Indebtedness of such Debtor, or the enforcement of any other
rights or remedies against such Debtor under or with respect to all or any part
of any Indebtedness of such Debtor, whether by action at law, suit in equity,
arbitration proceedings or any other similar proceedings;


(c)           the realization, foreclosure or other
enforcement of any Liens of any kind on all or any part of any Property of such
Debtor, or the obtaining of payment of any Indebtedness of such Debtor through
exercise of any rights of set-off, counterclaim or cross-claim; or


(d)           the commencement or initiation of any
Insolvency Proceeding against such Debtor, or the joining with any other
creditor or creditors of such Debtor to commence or initiate any Insolvency
Proceeding against such Debtor.


“Extension
of Credit” means the making of any advance or loan or the
extension of any other credit of any kind or character.


“payment
in full” and “paid
in full” mean payment in full in cash.


“payment
or distribution on account of Subordinated Debt” means
any payment or distribution of any kind or character, whether in cash or other
Property, or any combination thereof, and whether voluntary or involuntary, (a)
on account of any principal of (or premium, if any), interest on, or other
amounts owing in respect of all or any part of any Subordinated Debt, or (b) on
account of any purchase, repurchase, redemption, retirement, prepayment,
defeasance or other acquisition for value of any Subordinated Debt.  For purposes of this Agreement, “payments or distributions on account of
Subordinated Debt” shall in any event include: (i) all payments
on account of Subordinated Debt made through exercise of any rights of set-off,
counterclaim or cross-claim; and (ii) all payments on account of Subordinated
Debt made through realization, foreclosure or other enforcement of any Liens of
any kind.


“Senior
Credit Agreement” has the meaning specified in the Preliminary
Statements hereto.


“Senior
Creditors” means,
collectively, (a) the financial institutions from time to time party to the
Senior Credit Agreement or any of the other Loan Documents as “Lenders”
thereunder, (b) the Lender Counterparties, (c) the Administrative Agent, and
(d) any and all other lawful holders from time to time of all or any
part of the Senior Debt.


“Senior
Debt” means, collectively, (a) the Obligations (as that
term is defined in the Senior Credit Agreement), (b) all Indebtedness of the
Borrower or of any of the other Subsidiary Loan Parties under or with respect
to any Senior Extensions of Credit from time to time made pursuant to the
Senior Credit Agreement or any of the other Senior Debt Documents, and (c) all
Indebtedness replacing, refunding or refinancing, in whole or in part, whether
directly or indirectly, and without limitation as to 



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parties,
maturities, amounts, interest rates or other provisions, any or all of the
Obligations (as defined in the Senior Credit Agreement).


“Senior
Debt Documents”
means, collectively, (a) the Loan Documents (as that term is defined in the
Senior Credit Agreement), and (b) all other Instruments pursuant to which any
Senior Debt shall be deferred, extended, renewed, replaced, refunded or
refinanced, in whole or in part, and without limitation as to parties,
maturities, amounts, interest rates or other provisions.


“Senior
Extensions of Credit” means, collectively: (a) any and
all Loans and other Extensions of Credit made or to be made or otherwise
extended by Senior Creditors under or in respect of the Loan Documents (as
defined in the Senior Credit Agreement) at any time and from time to time on,
prior to or after the date hereof; and (b) any and all other Extensions of
Credit replacing, refunding or refinancing, in whole or in part, whether
directly or indirectly, and without limitation as to parties, maturities,
amounts, interest rates or other provisions, any or all of the Obligations (as
defined in the Senior Credit Agreement).


“Subordinated
Creditor” has the meaning specified in the Preamble
hereto.


“Subordinated
Debt” means, collectively:


(e)           all Indebtedness of the Borrower or
of any of the other Subsidiary Loan Parties to the Subordinated Creditor,
whether direct or indirect, absolute or contingent, joint or several, matured
or unmatured, due or to become due, now existing or at any time or from time to
time hereafter created, incurred or arising, including, without limitation, all
Indebtedness of the Borrower or any of the other Subsidiary Loan Parties with
respect to any Extensions of Credit at any time made by the Subordinated
Creditor to any of the Subsidiary Loan Parties, and all other Indebtedness of
the Borrower or any of the other Subsidiary Loan Parties under or with respect
to any of the Subordinated Debt Documents;


(f)            all Indebtedness replacing,
refunding or refinancing, in whole or in part, whether directly or indirectly,
and without limitation as to parties, maturities, amounts, interest rates or
other provisions, any or all of the Subordinated Debt; and


(g)           all obligations of the Borrower or
any of the other Subsidiary Loan Parties, contingent or otherwise, to purchase,
repurchase, redeem, retire, prepay, defease or otherwise acquire any or all of
the Indebtedness of the Borrower or of any of the other Subsidiary Loan Parties
described in clause (a) or clause (b) of this definition.


“Subordinated
Debt Documents” means, collectively:


(h)           all promissory notes and other
Instruments pursuant to which any of the Extensions of Credit from time to time
made by the Subordinated Creditor to the Borrower or any of the other
Subsidiary Loan Parties shall at any time be evidenced, governed, guaranteed or
secured, and all other Instruments pursuant to which any Subordinated Debt of
the Borrower or of any of the other Subsidiary Loan Parties to the Subordinated
Creditor, whether now or hereafter existing, is or shall be evidenced,
governed, guaranteed or secured; and


(i)            all Instruments pursuant to which
any Subordinated Debt shall be deferred, extended, renewed, replaced, refunded
or refinanced, in whole or in part, and without limitation as to parties,
maturities, amounts, interest rates or other provisions.



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ARTICLE 2


SUBORDINATION ARRANGEMENTS


SECTION 2.1. 
Agreement to Subordinate.  The Subordinated Creditor hereby absolutely
and unconditionally agrees with and for the benefit of each of the Senior
Creditors that all Subordinated Debt (whether now existing or from time to time
after the date hereof incurred, assumed, created or arising) owing to the
Subordinated Creditor is hereby expressly subordinated and made junior in right
of payment, to the extent and in the manner hereinafter provided in this Article
2, to the prior payment in full of all Senior Debt (whether now existing or
from time to time after the date hereof, incurred, assumed, created or
arising).


SECTION 2.2. 
Limitations on Subordinated Debt Payments.  Except as and to the extent otherwise
expressly permitted or provided by Sections 2.3 and 2.4 hereof,
neither the Borrower nor any of the other Subsidiary Loan Parties shall at any
time make any payments or distributions of any kind on account of Subordinated
Debt, whether in cash, securities or other Property or by way of conversion,
exchange or set-off or otherwise, and the Subordinated Creditor shall not at
any time demand, receive or accept from the Borrower or from any of the other
Subsidiary Loan Parties, any payments or distributions on account of
Subordinated Debt.


SECTION
2.3.  Permitted Restricted Payments;
etc.


(a)           The Borrower shall be permitted to
make Restricted Payments to the Subordinated Creditor, and the Subordinated
Creditor shall be entitled to receive Restricted Payments from the Borrower,
upon the terms and subject to conditions, restrictions and limitations set
forth in Section 7.6 of the Senior Credit Agreement.


(b)           So long as no Insolvency Proceding
shall be continuing with respect to any Debtor, and subject always to the
provisions of the Pledge Agreement and Section 5.1(a) of this Agreement,
each Debtor shall be permitted to pay, and the Subordinated Creditor shall be
entitled to receive from each Debtor, payments in the form of capitalized
interest or paid-in-kind interest on Subordinated Debt of such Debtor to the
Subordinated Creditor.


(c)           So long as no Insolvency Proceeding
shall be continuing with respect to any Debtor, the Subordinated Creditor shall
be entitled at any time and from time to time to convert all or any part of any
Subordinated Debt of any Debtor into, or (as the case may be) to exchange all
or any part of any Subordinated Debt of such Debtor for, Permitted Equity
Interests in such Debtor.


(d)           Except as otherwise expressly
permitted by paragraph (a), paragraph (b) or paragraph (c)
of this Section 2.3 or by Section 2.4 hereof, or as otherwise
expressly consented to in writing by the Administrative Agent in any particular
instance, the limitations on the making of payments or distributions on account
of Subordinated Debt set forth in Section 2.2 shall be absolute,
unconditional and irrevocable at all times and in all circumstances until all
of the Commitments shall have terminated and all of the Obligations shall have
been paid in full.


SECTION 2.4. 
Insolvency Proceedings.  Each of the Subordinated Creditor and the
Borrower hereby agrees with the Senior Creditors that, in the event of any Insolvency
Proceeding with respect to any of the Debtors:


(a)           the Senior Creditors shall first be
entitled to receive payment in full of all Senior Debt before the Subordinated
Creditor shall be entitled to receive any payment or distribution on account of
Subordinated Debt from such Debtor;



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(b)           the Senior Creditors shall be
entitled to receive from such Debtor (until payment in full of all Senior Debt)
all payments and distributions on account of Subordinated Debt which would
otherwise be payable or deliverable to the Subordinated Creditor, including,
without limitation, all cash, securities, Equity Interests and other Property
distributed, divided or applied by way of dividend or payment, and any
securities or Equity Interests issued, on account of the Subordinated Debt,
and, to that end, all such payments and distributions from such Debtor that
otherwise would be payable or deliverable upon or with respect to any
Subordinated Debt shall instead be paid or delivered forthwith directly to the
Administrative Agent, for the benefit of Senior Creditors, in the same form as
so received (with any necessary endorsement or assignment) for application to
the payment of Senior Debt until all Senior Debt shall have been paid in full,
and the Administrative Agent shall be entitled to hold all such securities,
Equity Interests and other Property as collateral for Senior Debt, to sell,
assign, transfer or dispose of such securities, Equity Interests and other
Property as the Administrative Agent shall deem appropriate, and to apply all
proceeds from the sale, assignment, transfer or disposition of such securities,
Equity Interests and other Property to Senior Debt;


(c)           if the Subordinated Creditor shall
fail to file a proper proof of claim in the form required by Applicable Law
against such Debtor prior to the date thirty (30) days before the expiration of
the time to file such claim, then the Administrative Agent is authorized, but
shall have no obligation, to file such claim in the name of and on behalf of
the Subordinated Creditor; and


(d)           the Subordinated Creditor shall duly
and promptly take such action as the Administrative Agent may reasonably
request to collect Subordinated Debt from such Debtor, and to collect and
receive any and all payments or distributions on account of such Subordinated
Debt.


SECTION 2.5. 
Certain Other Bankruptcy Matters; etc.


(a)           In order to carry out and to give
full effect to the express intentions of each of the parties hereto as set out
in Section 2.4, and in order better to ensure the performance by the
Subordinated Creditor of the covenants of the Subordinated Creditor with the
Administrative Agent, for the benefit of Senior Creditors, contained in Section
2.4, the Subordinated Creditor hereby absolutely and irrevocably
constitutes and appoints the Administrative Agent its true and lawful agent and
attorney-in-fact, with full power of substitution, in the name and on behalf of
the Subordinated Creditor or in the name of the Administrative Agent or any of
the Senior Creditors or in the name of the Administrative Agent’s substitute
agents or attorneys, to do, in any Insolvency Proceeding with respect to any
Debtor, if all of the Senior Debt shall not have been paid in full at the time,
all or any of the following:


(i)            to enforce all or any of the claims
comprising all or any part of any Subordinated Debt of such Debtor by filing
claims, proofs of claim, suit or otherwise;


(ii)           to enforce all or any of the Liens
(if any) on any Property of such Debtor held by the Subordinated Creditor;


(iii)          to give or withhold the consent of the
Subordinated Creditor to the use by such Debtor of any Property of such Debtor;


(iv)          to give or withhold the consent of the
Subordinated Creditor (strictly in its capacity as holder of Subordinated Debt)
to the sale, transfer or other disposition by such Debtor of any Property of
such Debtor;


(v)           to collect or receive all or any of
the Property of any Debtor distributed, divided or applied by way of dividend
or payment on account of all or any part of any Subordinated Debt of such 



 5
 









Debtor and to apply the
same, or the proceeds of any realization upon the same that the Administrative
Agent in its sole and absolute discretion shall elect to effect, to all or any
part of the Senior Debt until all of the Senior Debt shall have been paid in
full;


(vi)          to execute, deliver or otherwise
perfect any Instrument and to execute and do all of such other assurances, acts
and things which the Administrative Agent or any of the Administrative Agent’s
substitute agents or attorneys may deem proper in or for the purpose of
exercising all or any of the powers and authorities granted to the
Administrative Agent by the Subordinated Creditor pursuant to this paragraph
(a);


(vii)         to cast all ballots and vote all claims
in respect of the Subordinated Debt of such Debtor and to negotiate, accept or
reject on behalf of the Subordinated Creditor (strictly in its capacity as
holder of Subordinated Debt) any plan of partial or complete liquidation,
reorganization, arrangement, composition or extension proposed in connection
with any Insolvency Proceeding with respect to such Debtor, all in such manner
and on such terms and conditions as the Administrative Agent shall in its sole
and absolute discretion determine to be in the best interests of the Senior Creditors;
and


(viii)        generally, to take, in connection with
any such Insolvency Proceeding with respect to such Debtor and in relation to
all or any part of any Subordinated Debt of such Debtor, any action which the
Subordinated Creditor (strictly in its capacity as holder of Subordinated Debt)
would, but for the terms of this Agreement, be otherwise entitled to take in or
for the purpose of exercising all or any of the powers, authorities or rights
specified in the foregoing provisions of this paragraph (a).


(b)           The Subordinated Creditor hereby
ratifies and confirms and agrees to ratify and confirm (strictly in its
capacity as holder of Subordinated Debt) whatever the Administrative Agent (or
any of the Administrative Agent’s substitute agents) or attorneys shall do or
purport to do in good faith in the exercise, at any time and from time to time
prior to (but not after) the payment in full of all Senior Debt, of the power
of attorney granted to the Administrative Agent by the Subordinated Creditor
pursuant to Section 2.5(a), which power of attorney, being coupled with
an interest, is irrevocable.


(c)           The Subordinated Creditor covenants
and agrees with the Administrative Agent that, in any Insolvency Proceeding
with respect to any of the Debtors, if all of the Senior Debt shall not have
been paid in full at the time:


(i)            the Subordinated Creditor shall
(strictly in its capacity as holder of Subordinated Debt), for all purposes of
such Insolvency Proceeding, be deemed to have given its consent to and approval
for (A) the use by any of the Debtors of any Property of any of the Debtors,
and (B) the sale, transfer or other disposition by the Debtors or any of them
of any Property of any of the Debtors, in each such case, if and to the extent
that any such use, sale, transfer or other disposition shall be consented to or
otherwise approved by the Administrative Agent;


(ii)           if any payments or distributions made
to the Administrative Agent on account of any Senior Debt, whether before or
after the commencement of any Insolvency Proceeding with respect to any of the
Debtors, shall be avoided as a fraudulent transfer or fraudulent conveyance
under any Applicable Law, then, for purposes of determining whether and when
all of the Senior Debt shall have been paid in full, the Administrative Agent
shall be deemed never to have received the payments or distributions so
avoided; and


(iii)          during such Insolvency Proceeding,
until all Senior Debt shall be paid in full, the Administrative Agent shall (as
between the Administrative Agent and the Subordinated Creditor, strictly in its
capacity as holder of Subordinated Debt) have the exclusive right to collect,
foreclose upon, sell, 



 6
 









transfer, liquidate or
otherwise dispose of, or exercise any other Enforcement Action with respect to,
all or any part of the Property of any of the Debtors in the manner deemed
appropriate by the Administrative Agent, and the Subordinated Creditor
(strictly in its capacity as holder of Subordinated Debt) hereby agrees not to
hinder, delay or otherwise interfere with any Enforcement Action by the
Administrative Agent with respect to any of the Debtors, any of their Property
or any part thereof.


SECTION 2.6. 
Delivery of Prohibited Payments or Distributions on Account of
Subordinated Debt. 
If any payment or distribution on account of Subordinated Debt shall at
any time be collected or received by the Subordinated Creditor, by way of
set-off or otherwise, and such collection or receipt shall not be expressly
permitted by this Article 2 at the time of such collection or receipt,
then such payment or distribution shall be paid over or delivered forthwith to
the Administrative Agent for application to Senior Debt.  Payments or distributions on account of
Subordinated Debt paid or delivered to the Administrative Agent in compliance
with this Article 2 that are in the form of cash shall be used to pay
Senior Debt.  Any such payments or
distributions that are not in the form of cash shall be held by the
Administrative Agent as security for the payment of Senior Debt.  The Administrative Agent shall be entitled to
sell, assign, transfer or dispose of such Property as the Administrative Agent
reasonably deems appropriate.  Cash
proceeds of any such non-cash payments or distributions on account of
Subordinated Debt shall, when such cash proceeds are received by the
Administrative Agent, be used to pay Senior Debt.


SECTION 2.7. 
Subrogation. 
Upon payment in full of all Senior Debt, the Subordinated Creditor shall
be immediately subrogated to the rights of Senior Creditors (to the extent of
payments and distributions previously made to or for the account of Senior
Creditors pursuant to the provisions of this Article 2), to receive
payments and distributions of Property of any of the Debtors applicable to
Senior Debt until all amounts owing on Subordinated Debt shall be paid in
full.  No payments or distributions
applicable to Senior Debt which the Subordinated Creditor shall receive by
reason of their being subrogated to the rights of Senior Creditors pursuant to
the provisions of this Section 2.7 shall, as between any of the Debtors,
any of their creditors other than Senior Creditors, and the Subordinated
Creditor, be deemed to be a payment by such Person to or for the account of any
Subordinated Debt; and, for the purposes of such subrogation, no payments or
distributions to the Senior Creditors of any Property to which the Subordinated
Creditor would be entitled except for the provisions of this Agreement, and no
payment over pursuant to provisions of this Agreement, to Senior Creditors by
the Subordinated Creditor, shall, as between any of the Debtors, any of their
creditors other than the Senior Creditors, and the Subordinated Creditor, be
deemed to be a payment by such Person to or for the account of any Senior Debt,
it being understood that the provisions of this Agreement are intended solely
for the purpose of defining the relative rights of the Subordinated Creditor,
on the one hand, and the Senior Creditors, on the other hand, and nothing
contained in this Section 2.7 or elsewhere in this Agreement, is
intended to or shall impair, as between any of the Debtors and the Subordinated
Creditor, the obligations each of the Debtors, which are absolute and
unconditional, to pay to the Subordinated Creditor, subject always to the
rights of the Senior Creditors, the Subordinated Debt as and when the same
shall become due and payable in accordance with its terms.


ARTICLE 3


LIMITATIONS ON ENFORCEMENT ACTIONS


SECTION 3.1. 
Prohibitions on Commencement of Certain Enforcement Actions.  Until all of the Senior Debt shall have been
paid in full, the Subordinated Creditor shall not at any time take, commence or
institute, or join with any other Person or Persons in taking, commencing or
instituting, any Enforcement Action of any kind against any of the Debtors or
against any of the Property of any of the Debtors, whether with respect to any
Subordinated Debt or otherwise.



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SECTION 3.2. 
Limitations on Liens Securing Subordinated Debt.


(a)           The
Borrower shall not at any time grant, or cause or permit any of the other
Subsidiary Loan Parties at any time to grant, to the Subordinated Creditor, and
the Subordinated Creditor shall not at any time acquire, demand, receive or
accept from the Borrower or from any of the other Subsidiary Loan Parties, any
Liens on any Property of any kind as security for any Subordinated Debt.  Any Liens acquired in violation of this paragraph
(a) shall be null and void ab  initio, and the Subordinated
Creditor shall not have any rights, remedies, claims, benefits or priorities,
as secured party or otherwise, in relation to any Property subject to any such
Liens.


(b)           Liens on Property securing all or any
part of the Senior Debt shall at all times have priority in every respect over,
and shall in all respects and at all times be senior and superior to, all Liens
(if any) on such Property securing all or any part of the Subordinated
Debt.  The priorities specified in this paragraph
(b) for the Liens described herein shall be applicable (i) whether or not
any such Liens shall be acquired or created consensually or by attachment,
levy, execution, distraint or otherwise, and (ii) irrespective of (A) the time,
order or method of creation, attachment or perfection of any such Liens, (B)
the time or order of filing or recording of financing statements or other
Instruments pertaining to any such Liens, or (C) the possession of any of such
Property subject to any such Liens.


(c)           Until all of the Senior Debt shall
have been paid in full, the Subordinated Creditor shall not at any time take,
commence or institute, or join any other Person or Persons in taking,
commencing or instituting, any Enforcement Action of any kind with respect to
any Liens securing all or any part of the Subordinated Debt.


ARTICLE 4


WAIVERS AND CONSENTS


SECTION 4.1. 
Certain Limitations and Restrictions on Payment of Subordinated Debt.  The Subordinated Creditor
understands and acknowledges that: (a) each of the Debtors is and will continue
to be subject to and bound by certain terms and conditions of the Senior Credit
Agreement and the other Senior Debt Documents that prohibit or otherwise limit
and restrict payments or prepayments of or on account of, and payments or other
distributions on account of the redemption, repurchase, defeasance or other
acquisition for value of, any Subordinated Debt; and (b) the Borrower and the
other Debtors are and will continue to be subject to and bound by certain terms
and conditions of the Senior Credit Agreement and the other Senior Debt
Documents that prohibit or otherwise limit and restrict the making of any
Restricted Payments to the Subordinated Creditor.  The Subordinated Creditor hereby assents to
all such terms and conditions from time to time contained in the Senior Credit
Agreement and the other Senior Debt Documents.


SECTION 4.2. 
Waivers of Notice; etc.  The obligations of each of the Subordinated
Creditor and the Borrower under this Agreement, and the subordination
arrangements and covenants contained herein, shall not be to any extent or in
any way or manner whatsoever impaired or otherwise affected by any of the
following, whether or not the Subordinated Creditor or the Borrower or any of
the other Debtors shall have had any notice or knowledge of any thereof:


(a)           any extension or postponement of the
time for the payment of any Senior Debt, the acceptance of any partial payment
thereon, any and all other indulgences whatsoever by the Senior Creditors in
respect of any Senior Debt, the taking, addition, substitution or release, in
whole or in part, at any time or times, of any collateral or Liens securing any
Senior Debt, or the addition, substitution or release, in whole or in part, of
any Person or Persons primarily or secondarily liable in respect of any Senior
Debt;



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(b)           any action or delay in acting or
failure to act on the part of any Senior Creditors under any Senior Debt
Document or in respect of any Senior Debt or Liens securing any Senior Debt or
otherwise, including (i) any action by any Senior Creditor to enforce any
of its rights, remedies or claims in respect of Liens securing any Senior Debt,
(ii) any failure by any Senior Creditor strictly or diligently to assert
any rights or to pursue any remedies or claims against any of the Debtors or
any other Person or Persons under any of the Senior Debt Documents or provided
by statute or at law or in equity, (iii) any failure by any Senior
Creditor to perfect or to preserve the perfection or priority of any of its
Liens securing any Senior Debt, or (iv) any failure or refusal by any
Senior Creditor to foreclose or to realize upon any Liens securing any Senior
Debt or to take any action to enforce any of its rights, remedies or claims
under any Senior Debt Document;


(c)           any modification, amendment or
amendment and restatement of, or any supplement or addition to, any of the
Senior Debt Documents;


(d)           any waiver, consent or other action
or acquiescence by any of the Senior Creditors in respect of any default by the
Borrower or by any of the other Debtors in its performance or observance of or
compliance with any term, covenant or condition contained in any Senior Debt
Document; or


(e)           the existence of any other condition
or circumstance or the occurrence of any other event that might otherwise
constitute a legal or equitable discharge of or a suretyship defense to the performance
by the Subordinated Creditor of any of its obligations or other liabilities
hereunder.


The Subordinated Creditor
hereby absolutely, unconditionally and irrevocably assents to and waives notice
of any and all matters hereinbefore specified in clauses (a) through (e)  of this Section 4.2.  This Agreement shall continue to be effective
or shall be reinstated, as the case may be, if at any time any payment of any
Senior Debt previously made by any Debtor to any of the Senior Creditors is
rescinded or must otherwise be returned by any of the Senior Creditors in
connection with any Insolvency Proceedings with respect to any of the Debtors
or otherwise, all as though such payment of Senior Debt had not been made.


ARTICLE 5


ADDITIONAL REPRESENTATIONS AND
COVENANTS


SECTION 5.1. 
Certain Representations and other Covenants of Investors.


(a)           The Subordinated Creditor represents
that no part of the Subordinated Debt is evidenced by any promissory note or
other Instrument that will not be delivered promptly to the Administrative
Agent in pledge upon the terms contained in the Pledge Agreement.  The Subordinated Creditor shall, promptly
after receipt thereof from any of the Debtors, deliver in pledge to the
Administrative Agent in compliance with, and upon the terms contained in, the
Pledge Agreement, each promissory note or other Instrument evidencing any
Subordinated Debt.  The Subordinated
Creditor shall deliver in pledge to the Administrative Agent, with each such
promissory note or other Instrument, one or more undated Instruments of
transfer duly and properly signed in blank by the Subordinated Creditor.


(b)           Until all of the Senior Debt shall
have been paid in full, the Subordinated Creditor agrees that the Subordinated
Creditor shall not sell, assign, pledge, encumber or otherwise transfer any
Subordinated Debt owned by the Subordinated Creditor or any rights or interests
in any such Subordinated Debt or any Subordinated Debt Documents.


(c)           The Subordinated Creditor represents
that no part of the Subordinated Debt is secured by any Liens on any Property
of the Borrower or any of the other Debtors.



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SECTION 5.2. 
Legend; etc.  Each of the Borrower and the Subordinated
Creditor covenants that it will (unless the Administrative Agent otherwise
consents) cause each promissory note or other Instrument evidencing any of the
Subordinated Debt to have affixed upon it a legend substantially as follows:


“THIS SUBORDINATED NOTE IS
SUBORDINATED AND MADE JUNIOR IN RIGHT OF PAYMENT, AND MADE SUBJECT TO
RESTRICTIONS AND LIMITATIONS ON ENFORCEMENT (INCLUDING ACCELERATION), AND
RESTRICTIONS AND LIMITATIONS ON SALE, ASSIGNMENT, ENCUMBRANCE AND OTHER
TRANSFERS, ALL UPON THE TERMS, IN THE MANNER, AND TO THE EXTENT SET FORTH IN
THE INTERCOMPANY SUBORDINATION AGREEMENT, DATED AS OF APRIL 17, 2007, AS FROM
TIME TO TIME IN EFFECT, AMONG NEXTERA ENTERPRISES, INC., WOODRIDGE LABS, INC.,
AND NEWSTAR FINANCIAL, INC., AS ADMINISTRATIVE AGENT.”


SECTION 5.3. 
No Impairment.  No rights or remedies of Senior Creditors
under this Agreement shall at any time be prejudiced or impaired by any conduct
on the part of any Debtor or the Subordinated Creditor, including any
noncompliance by any Debtor or the Subordinated Creditor with the terms of this
Agreement, or by any conduct, in good faith, by any Senior Creditor, regardless
of any knowledge thereof which any Senior Creditor may have or otherwise be
charged with.


ARTICLE 6


MISCELLANEOUS


SECTION 6.1. 
Amendments, Waivers; etc.  The provisions of this Agreement may from
time to time be amended if such amendment is in writing and consented to by
each of the parties hereto.  No failure
or delay on the part of any Person in exercising any power or right under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right.  The remedies herein provided are cumulative
and not exclusive of any other remedies provided at law or in equity.  No waiver or approval by a Person under this
Agreement shall, except as may be otherwise stated in such waiver or approval,
be applicable to any subsequent transactions.


SECTION 6.2. 
Severability. 
Any provision of this Agreement which 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 of this Agreement or affecting the validity or enforceability of any
such provision in any other jurisdiction.


SECTION 6.3. 
Continuing Agreement.  This Agreement shall in all respects be a
continuing agreement, and this Agreement and the agreements and obligations of
the Subordinated Creditor and the Borrower hereunder shall remain in full force
and effect until all Senior Debt shall be paid in full.


SECTION 6.4. 
Successors and Assigns.  This Agreement shall be binding upon, and
shall inure to the benefit of, each of the Administrative Agent and the other
Senior Creditors, the Subordinated Creditor and the Borrower and their
respective successors in title and permitted assigns.



 10
 









SECTION 6.5. 
Notices. 
All notices and other communications provided to a party hereunder shall
be in writing and shall be delivered in hand, mailed by United States
registered or certified first class mail, postage prepaid, or sent by telecopy
and confirmed by delivery via courier or postal service and shall be
addressed or delivered to it at its address designated for notices set forth in
the Senior Credit Agreement (as amended or supplemented from time to time) or
at such other address as may be designated by such party in a notice to the
other parties.  Any such notice shall be
deemed to have been duly received and to have become effective (a) if
telecopied, or delivered by hand to a responsible officer of the party to which
it is directed, at the time of the receipt thereof by such officer, and (b) if
sent by registered or certified first-class mail, postage prepaid, three (3)
days after the date mailed.


SECTION 6.6. 
Loan Document; etc.  This Agreement constitutes a “Loan Document” for all purposes of
the Senior Credit Agreement and the other Senior Debt Documents. This
Agreement, together with the Senior Credit Agreement, the Pledge Agreement and
the other Senior Debt Documents, constitute the entire agreement among the
Senior Creditors and the Subordinated Creditor and the Borrower with respect to
the subject matter hereof and supersede any prior or contemporaneous
agreements, representations, warranties or understandings, whether oral,
written or implied, as to the subject matter of this Agreement.


SECTION 6.7.  CHOICE OF LAW.  THIS
AGREEMENT IS A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL FOR
ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID
STATE.


SECTION 6.8. 
WAIVER OF JURY TRIAL.  EACH OF THE
PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY
ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. 
EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON PARTY HERETO HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS CONTAINED IN THIS SECTION 6.8.


SECTION 6.9. 
No Third Parties Benefited.  This
Agreement is made and entered into for the sole protection and legal benefit of
each of the Senior Creditors and its
successors in title and assigns.  It is
not the intention of the parties hereto to confer any third-party beneficiary
rights, and this Agreement shall not be construed so as to confer any such
rights upon any other Person or Persons not party hereto.


SECTION 6.10. 
Counterparts. 
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed and delivered, shall be an original, but all of which shall together
constitute one and the same Instrument. 
A set of counterparts executed by all of the parties hereto shall be
lodged with the Borrower and the Administrative Agent.  Delivery by facsimile by any of the parties
hereto of an executed counterpart hereof, of any amendment, amendment and
restatement, or waiver hereto, shall be as effective as an original executed
document and shall be considered a representation that such original executed
document, as the case may be, will be delivered.


***Signature
Page to Intercompany Subordination Agreement Follows***



 11















IN
WITNESS WHEREOF, the parties hereto have caused this INTERCOMPANY SUBORDINATION AGREEMENT to be
executed by their duly authorized officers as of the day and in the year first
above written.


	
  

  	
  The Subordinated Creditor:

  
	
   

  	
   

  
	
   

  	
  NEXTERA ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Antonio Rodriquez

  
	
   

  	
   

  	
  Name:

  	
  Antonio Rodriquez

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  The Borrower:

  
	
   

  	
   

  
	
   

  	
  WOODRIDGE LABS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Antonio Rodriquez

  
	
   

  	
   

  	
  Name:

  	
  Antonio Rodriquez

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The Administrative Agent:

  
	
   

  	
   

  
	
   

  	
  NEWSTAR FINANCIAL, INC.,as
  Administrative

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert F. Milordi

  
	
   

  	
   

  	
  Name:

  	
  Robert F. Milordi

  
	
   

  	
   

  	
  Title:

  	
  Managing Director - Portfolio Management

  
					



 


**Signature
Page to Intercompany Subordination Agreement**