SECOND AMENDMENT TO
Amendment dated as of June 29, 2001 by and among the parties whose names appear below (this
"Amendment") to a certain Intercreditor Agreement (as defined below). Unless otherwise defined below,
capitalized terms used in this Agreement shall have the respective meanings set forth in the Intercreditor
WHEREAS, LTHI proposes to issue, and Capital Resource Partners IV, L.P. ("CRP IV"), proposes to
purchase, up to $5,000,000 principal amount of promissory notes (the "Bridge Notes") and warrants to purchase
common stock of the Company upon the terms and conditions set forth in Exhibit A hereto; and
WHEREAS, the Bank is willing to consent to the issuance of the Bridge Notes on the condition that CRP IV, the
Purchaser, the Borrowers and the affiliates of the Borrowers who are parties to the Intercreditor Agreement enter
into this Amendment with the Bank in order to provide that the terms of subordination between the Bank and the
Purchaser set forth in the Intercreditor Agreement also apply to CRP IV and the Bridge Notes; and
NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein, and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
Section 11. Definitions.
As used in this Amendment, capitalized terms used in this Amendment shall have the respective meanings set forth
in the Intercreditor Agreement, except as otherwise defined above and except the following capitalized terms
shall have the following respective meanings:
"Intercreditor Agreement" means that certain Subordination and Intercreditor Agreement dated as of February
26, 1999, as amended by the First Amendment thereto dated as of June 28, 2001, by and among the Bank, the
Original Parties and the Additional Parties.
Section 12. Amendment of Intercreditor Agreement.
a. The definition of "Subordinate Liabilities" set forth in t