SUBORDINATION AGREEMENT (this "Agreement") as of October 29, 1999, between FLEET CAPITAL
CORPORATION (the "Senior Creditor") and AMERICAN CAPITAL STRATEGIES, LTD. (the
Each of Senior Creditor and Subordinated Creditor are entering into financing arrangements with IGI, Inc.
("IGI"), IGEN, Inc., ImmunoGenetics, Inc. and Blood Cells, Inc. (collectively, the "Companies" and severally
each a "Company").
To induce the Senior Creditor to enter into the Fleet Financing Agreement (as hereinafter defined) and to make
loans and extensions of credit thereunder, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Subordinated Creditor has agreed to subordinate the
Subordinated Debt (as hereinafter defined) to the Senior Debt (as hereinafter defined) as well as subordinate all
liens and rights in collateral securing the Subordinated Debt, all in the manner and to the extent hereinafter
provided. Accordingly, the parties hereto agree as follows:
Section 1. Definitions. Unless otherwise defined herein capitalized terms herein shall have the meanings provided
to such terms in the Fleet Financing Agreement. In addition, as used herein:
"Fleet Financing Agreement" shall mean the Loan and Security Agreement of even date herewith between the
Senior Creditor and the Companies, as the same may be amended, modified, supplemented or restated from time
"Permissible Securities" shall mean (a) any debt securities the payment of which is subordinated, at least to the
extent provided in Section 2 with respect to the Subordinated Debt, to the payment of all Senior Debt at the time
outstanding and all securities issued in exchange therefore and (b) any shares of common stock of IGI.
"Permitted Refinancing" means any amendment, modification, extension, renewal, refunding or refinancing
(whether by the Senior Creditor or any institutional lender providing replacement financing) of