EXHIBIT GRfe Investment Partners Vi L P • October 2nd, 2000 • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT DATED AS OF JULY 25, 2000 AMONG ALLOU HEALTH & BEAUTY CARE, INC., ALLOU DISTRIBUTORS, INC., THE OTHER BORROWERS NAMED THEREIN, FLEET CAPITAL CORPORATION, AS AGENT, AND THE NOTEHOLDERS NAMED THEREIN, WHICH, AMONG OTHER THINGS, SUBORDINATES THE BORROWERS' OBLIGATIONS HEREUNDER TO THE BORROWERS' OBLIGATIONS TO CERTAIN HOLDERS OF SENIOR DEBT, AS MORE FULLY DESCRIBED IN SAID SUBORDINATION AGREEMENT.
