0001104659-03-020573 Sample Contracts

AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Amended and Restated Intercreditor Agreement • September 12th, 2003 • Revcare Inc • Finance services • California

This Intercreditor Agreement (this “Agreement”) is entered into as of August 29, 2003 by and among RevCare, Inc., a Nevada corporation (the “Borrower”) and the parties listed on Exhibit A hereto, which parties are also holders of certain promissory notes (the “Notes”) as described on Schedule A attached hereto (the “Lenders”).

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SUBORDINATION AGREEMENT
Subordination Agreement • September 12th, 2003 • Revcare Inc • Finance services • California

THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of August 29, 2003, is among RevCare, Inc., a Nevada corporation (the “Borrower”), FBR Financial Services Partners, L.P. (the “Senior Lender”), and Russell and Suzette Mohrmann (the “Subordinate Lenders”).

NON-COMPETITION AGREEMENT
Non-Competition Agreement • September 12th, 2003 • Revcare Inc • Finance services

THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and effective as of August 29, 2003 by and among RevCare, Inc., a Nevada corporation (the “RevCare”), and Orange County Professional Services, Inc., a California corporation (“OCPS”), on the one hand, and Hospital Employee Labor Pool, a California corporation (“HELP”) and Russell Mohrmann, an individual, and Suzette Mohrmann, an individual (the “Mohrmanns”), on the other hand, with reference to the following facts:

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 12th, 2003 • Revcare Inc • Finance services

This First Amendment to Employment Agreement (this “Amendment”) is made as of August 29, 2003 between RevCare, Inc., a Nevada corporation (the “Company”), and Robert Perez (“Executive”).

AMENDED AND RESTATED SECURITY AGREEMENT
Amended and Restated Security Agreement • September 12th, 2003 • Revcare Inc • Finance services • California

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is dated as of the 29th day of August, 2003 by and among RevCare, Inc., a Nevada corporation (“Debtor”), and the persons listed on the signature pages hereto (collectively, the “Secured Parties”).

EXCHANGE AGREEMENT
Exchange Agreement • September 12th, 2003 • Revcare Inc • Finance services • California

This EXCHANGE AGREEMENT (this “Agreement”) is made and effective as of August 29, 2003 by and among RevCare, Inc., a Nevada corporation (the “RevCare”), and Orange County Professional Services, Inc. (“OCPS”) a California corporation and the wholly owned subsidiary of RevCare (“OCPS”), on the one hand; and Hospital Employee Labor Pool, a California corporation (“HELP”) and Russell Mohrmann, an individual, and Suzette M. Mohrmann, an individual (the “Mohrmanns”), on the other hand, and is made with reference to the following:

NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • September 12th, 2003 • Revcare Inc • Finance services

THIS NON-SOLICITATION AGREEMENT (this “Agreement”) is made and effective as of August 29, 2003 by and among RevCare, Inc., a Nevada corporation (the “RevCare”), and Orange County Professional Services, Inc., a California corporation (“OCPS”), on the one hand, and Hospital Employee Labor Pool, a California corporation (“HELP”), Russell Mohrmann, an individual, and Suzette Mohrmann, an individual (the “Mohrmanns”), on the other hand, with reference to the following facts:

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