0001193125-05-109084 Sample Contracts

TRI-PARTY AGREEMENT
Tri-Party Agreement • May 16th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland

THIS TRI-PARTY AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Purchaser”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”).

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RESTRUCTURING AGREEMENT
Restructuring Agreement • May 16th, 2005 • BAD TOYS Holdings, Inc. • Motorcycles, bicycles & parts • Maryland

THIS RESTRUCTURING AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “Borrower”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“Parent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“CF”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (“EF”).

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