Restructuring Agreement

EXHIBIT 10.2

RESTRUCTURING AGREEMENT

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" ).

RECITALS

FIRST: Borrower, Parent, and CF are parties to that certain Tri-Party Agreement dated as of February 3, 2005 (" Tri-Party Agreement" ). SECOND: Subsequent to February 3, 2005, the Emergystat Stock Purchase and the Southland Stock Purchase were consummated, and the $500,000 Paydown was made timely to CF. THIRD: The Emergystat Stock Purchase creates a continuing default under the EF Documents (" Existing Default" ). Borrower is requesting that EF forbear from exercising any rights and remedies available to it on account of the Existing Default. In that regard Borrower desires to satisfy its obligations set forth in Section 8 of the Tri-Party Agreement with respect to delivery of forbearance documents to EF. FOURTH: CF and Borrower are parties to the 2/1/05 Forbearance Agreement, and the last day of the current forbearance period thereunder is March 18, 2005. The obligations owed by Borrower to CF and EF are secured, in part, by certain common collateral. CF desires that Borrower satisfy its obligations to EF regarding forbearance documents in order that EF not be in a position to exercise its rights and remedies on account of the Existing Default. FIFTH: EF is willing only upon the terms and conditions set forth in this Agreement, to forbear from exercising its rights and remedies on account of the Existing Default.

ACCORDINGLY, for good and valuable consideration, the parties hereby agree as follows:

1. Definitions . Unless otherwise defined in this Agreement or in the above Recitals, all capitalized terms used herein shall have the meanings ascribed to them in the " Tri-Party Agreement" . In addition, the following capitalized terms shall have the meanings set forth below:

1.1 " CF" means General Electric Capital Corporation, a Delaware corporation, aka, GE Commercial Finance Healthcare Financial Services CF.

1.2 " CF Documents" has the meaning given to the term " Loan Documents" in the Loan And Security Agreement, dated April 30, 2003, between Borrower and CF.

1.3 " CF Obligations" has the meaning given to the term " Obligations in the Loan And Security Agreement, dated April 30, 2003, between Borrower and CF."

1.4 " Consolidation Note" means the promissory note substantially in the form of Exhibit A, attached hereto and by this reference made a part hereof, payable to GECC and to be executed and delivered by Borrower to GECC.

1.5 " Consolidation Note Collateral" has the meaning given to it in Section 4 below.

1.6 " EF" means General Electric Capital Corporation, a Delaware corporation, aka, GE Commercial Finance Healthcare Financial Services EF.

1.7 " EF Documents" has the meaning given to the term " GE Healthcare Documents" in the 1/21/05 Forbearance Agreement.

1.8 " EF Obligations" has the meaning given to the term " GE Healthcare Obligations" in the 1/21/05 Forbearance Agreement.

1.9 " Event of Default" has the meaning given to it in Section 13 below.

1.10 " GECC" means, collectively, CF and EF and their successors, endorsees, transferees, affiliates, and assigns.

1.11 " paid in full" or " payment in full , means the receipt of cash or cash equivalents equal to the full amount of the required payment, including, without limitation, the principal amount, all interest thereon, and all fees and costs actually and reasonably incurred, to the date of such payment; provided , however , that any such payment in full to GECC shall be indefeasible and any such cash or cash equivalents that GECC may be required to return or disgorge for any reason shall not be deemed to have been paid to GECC for the purposes of determining whether GECC has been " paid in full" , or received " payment in full" .

1.12 " Parent" means Bad Toys Holdings, Inc., a Nevada corporation, which is not the direct parent of Borrower, but which is the parent of Borrower' s parent. 1.13 " 1/21/05 Forbearance Agreement" means that certain forbearance letter agreement between Borrower and CF, dated January 21, 2005.

2. Recitals . By this reference the above Recitals are incorporated into and made a part of the body of this Agreement.

3. Consolidation Note . Upon execution and delivery of this Agreement, Borrower shall execute and deliver the Consolidation Note to GECC by delivery of the same to CF which will hold the original thereof on behalf of GECC until such time when CF and EF agree that EF will


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hold the original Consolidation Note. CF shall use normal prudence and judgment in holding the original Consolidation Note and shall not be under any liability to EF with respect thereto except for its gross negligence or willful misconduct, if any. The Consolidation Note (i) shall evidence all of Borrower' s payment obligations under both the CF Documents and the EF Documents, and (ii) be in form, substance, and detail satisfactory to GECC.

4. Consolidation Note Collateral . The Consolidation Note shall be secured by all of the collateral currently securing the CF Obligations and the EF Obligations including, but not limited to, the collateral set forth on Schedule 1 attached hereto and by this reference made a part hereof, together with all parts, fittings, accessories, special tools, attachments, and accessions now and hereafter affixed thereto and/or used in connection therewith, and all replacements thereof and substitutions therefor, wherever located, whether now owned or hereafter acquired or arising, and as the same may now and hereafter from time to time be constituted, and all proceeds, including all cash proceeds and all noncash proceeds (including without limitation, proceeds of any insurance covering any of the foregoing) and all products of any and all of the foregoing (collectively, the " Consolidation Note Collateral" ). In furtherance thereof, Borrower hereby reaffirms and confirms its prior grants to CF and EF, as the case may be.

5. Loan Servicing . CF shall continue to service and manage the CF Obligations, EF shall continue to service and manage the EF Obligations, and nothing contained in this Agreement shall be construed to mean otherwise.

6. Payment Schedule Under Consolidation Note .

6.1 On or before March 23, 2005, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of an amount equal to Five Hundred ...