[LETTERHEAD OF MED-EMERG INC.]
April 9, 1997
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Loan Agreement
This is to acknowledge that Med-Emerg Inc. has loaned an aggregate of $139,698
to ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and their affiliated companies. These loans
are non-interest bearing with no specific terms of repayment. Upon completion of
the initial public offering, the Company has agreed to repurchase 37,456 common
shares at purchase price of US $ 2.75 per share. The proceeds from this
transaction will be used to repay the outstanding amounts owed by ▇▇. ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and their affiliated companies.
The parties have agreed to the above arrangements.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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April 9, 1997 April 9, 1997
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Date Date
