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 Banks 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 Creditors security interests, if any, to all of Banks 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 Borrowers 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 Banks claims against such Borrower and the estate of such Borrower shall be paid in full before any payment is made to Creditor.

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