Amendment No. 1 To Restructuring Agreement

Exhibit 10.3

AMENDMENT NO. 1 TO

RESTRUCTURING AGREEMENT This AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT (this " Amendment" ) is dated as of April 29, 2005, and entered into 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" ) (" CF" and " EF" , and their successors, endorsers, transferees, affiliates and assigns, collectively, " GECC" ).

Recitals


FIRST: Borrower, Parent, CF, EF and GECC are parties to that certain Restructuring Agreement, dated as of March 18, 2005 (the " Restructuring Agreement" ).

SECOND: Borrower has failed to make any of the payments required by the Restructuring Agreement

THIRD: Borrower has requested that the Extended Forbearance Period be extended. GECC is willing to agree to this request by Borrower but only under the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and the agreements, provisions and covenants herein contained, each of Borrower, Parent, CF, EF and GECC agrees as follows:

1. Recitals . By this reference the above Recitals are incorporated into and made a part of the body of this Amendment. The parties hereto acknowledge the accuracy of the information set forth in the Recitals.

2. Definitions . Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the Restructuring Agreement.

3. Amendments . Upon execution and delivery of this Amendment: 3.1 Section 6.2 of the Restructuring Agreement is hereby modified, amended, and restated as follows: 6.2. On or before May 13, 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, an amount equal to One Hundred Thousand


Page 1 of 6

Dollars ($100,000), all of which shall be applied by GECC to reduce the CF Obligations. 3.2 Section 6.2.a. of the Restructuring Agreement is added to the Restructuring Agreement which reads as follows: 6.2.a. On or before May 27, 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 One Hundred Thousand Dollars ($100,000), all of which shall be applied by GECC to reduce the CF Obligations. 3.3 Section 6.3 of the Restructuring Agreement is hereby modified, amended, and restated as follows: 6.3 On or before May 31, 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 the entire amount of the CF Obligations and the EF Obligations, as determined by GECC in accordance with the CF Documents, the Forbearance Agreements, and the EF Documents. 3.4 Section 10 of the Restructuring Agreement is hereby modified, amended, and restated to read as follows: Limited Forbearance . EF is willing to forbear from exercising its rights and remedies on account of the Existing Default through the earlier of (i) GECC' s receipt of payment in full of the EF Obligations, or (ii) May 31, 2005, subject to all of the provisions stated in the Restructuring Agreement and if, and only if each payment required to be made by Sections 6.1 through 6.4 of this Agreement has been made timely and in accordance with such Sections. The limited forbearance by EF set forth in this Section 10 applies only to the Existing Default and does not affect or limit EF' s rights or remedies in any way with respect to any other of future act or omission (including any Event of Default under this Agreement) that may constitute a default by Borrower, or with respect to any default of resulting from prior acts or omissions by Borrower other than the Existing Default.

3.5 Section 11 of the Restructuring Agreement is hereby modified, amended, and restated to read as follows:

Extension of Forbearance . Except as expressly modified by this Agreement, the provisions of the 2/1/05 Forbearance Agreemen ...