$0.025 Uses in New Heller Investment Clause

New Heller Investment from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

New Heller Investment. Heller agrees to invest $250,000 into ADRM in two tranches, with the closing of tranche 1 to occur on July 10, 2008 and the closing of tranche 2 to occur as soon as possible but no later than the Effective Time. The parties hereto hereby agree that the terms of such New Sherleigh Investment shall (i) be for a total of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with the shares of Common Stock issued in such financing. Such warrants shall be in form and substance reasonably acceptable to Heller, shall have anti-dilution protection equivalent to the Preferred Warrants and the Bridge Warrants as amended after the Effective Time, and shall otherwise include equivalent terms as the Preferred Warrants and the Bridge Warrants and such financing shall be evidenced by normal and customary documents for public company common stock financings. Sherleigh shall fund tranche 1 in the amount as is set forth opposite its name on Schedule B attached hereto by wire transferring funds into a bank account provided by ADRM. In connection with the closing of tranche 1 ADRM shall issue to Heller Common Stock certificates for the number of shares and shall issue common stock purchase warrants for the number of shares as are set forth next to its name on Schedule B. ADRM hereby agrees to take any and all necessary or appropriate actions to issue and register pursuant to the Securities Act of 1933 the Common Stock contemplated to be issued pursuant to the New Heller Investment (including, without limitation, shares issuable upon exercise of the warrants) such that such shares of Common Stock may be offered and resold from time to time, and to take any and all necessary or appropriate actions to keep in effect any and all registration statements covering such shares of Common Stock.

New Heller Investment from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

New Heller Investment. Heller agrees to invest $250,000 into ADRM in two tranches, with the closing of tranche 1 to occur on July 10, 2008 and the closing of tranche 2 to occur as soon as possible but no later than the Effective Time. The parties hereto hereby agree that the terms of such New Sherleigh Investment shall (i) be for a total of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with the shares of Common Stock issued in such financing. Such warrants shall be in form and substance reasonably acceptable to Heller, shall have anti-dilution protection equivalent to the Preferred Warrants and the Bridge Warrants as amended after the Effective Time, and shall otherwise include equivalent terms as the Preferred Warrants and the Bridge Warrants and such financing shall be evidenced by normal and customary documents for public company common stock financings. Sherleigh shall fund tranche 1 in the amount as is set forth opposite its name on Schedule B attached hereto by wire transferring funds into a bank account provided by ADRM. In connection with the closing of tranche 1 ADRM shall issue to Heller Common Stock certificates for the number of shares and shall issue common stock purchase warrants for the number of shares as are set forth next to its name on Schedule B. ADRM hereby agrees to take any and all necessary or appropriate actions to issue and register pursuant to the Securities Act of 1933 the Common Stock contemplated to be issued pursuant to the New Heller Investment (including, without limitation, shares issuable upon exercise of the warrants) such that such shares of Common Stock may be offered and resold from time to time, and to take any and all necessary or appropriate actions to keep in effect any and all registration statements covering such shares of Common Stock.

New Heller Investment from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

New Heller Investment. Heller agrees to invest $250,000 into ADRM in two tranches, with the closing of tranche 1 to occur on July 10, 2008 and the closing of tranche 2 to occur as soon as possible but no later than the Effective Time. The parties hereto hereby agree that the terms of such New Sherleigh Investment shall (i) be for a total of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with the shares of Common Stock issued in such financing. Such warrants shall be in form and substance reasonably acceptable to Heller, shall have anti-dilution protection equivalent to the Preferred Warrants and the Bridge Warrants as amended after the Effective Time, and shall otherwise include equivalent terms as the Preferred Warrants and the Bridge Warrants and such financing shall be evidenced by normal and customary documents for public company common stock financings. Sherleigh shall fund tranche 1 in the amount as is set forth opposite its name on Schedule B attached hereto by wire transferring funds into a bank account provided by ADRM. In connection with the closing of tranche 1 ADRM shall issue to Heller Common Stock certificates for the number of shares and shall issue common stock purchase warrants for the number of shares as are set forth next to its name on Schedule B. ADRM hereby agrees to take any and all necessary or appropriate actions to issue and register pursuant to the Securities Act of 1933 the Common Stock contemplated to be issued pursuant to the New Heller Investment (including, without limitation, shares issuable upon exercise of the warrants) such that such shares of Common Stock may be offered and resold from time to time, and to take any and all necessary or appropriate actions to keep in effect any and all registration statements covering such shares of Common Stock.

New Heller Investment from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

New Heller Investment. Heller agrees to invest $250,000 into ADRM in two tranches, with the closing of tranche 1 to occur on July 10, 2008 and the closing of tranche 2 to occur as soon as possible but no later than the Effective Time. The parties hereto hereby agree that the terms of such New Sherleigh Investment shall (i) be for a total of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with the shares of Common Stock issued in such financing. Such warrants shall be in form and substance reasonably acceptable to Heller, shall have anti-dilution protection equivalent to the Preferred Warrants and the Bridge Warrants as amended after the Effective Time, and shall otherwise include equivalent terms as the Preferred Warrants and the Bridge Warrants and such financing shall be evidenced by normal and customary documents for public company common stock financings. Sherleigh shall fund tranche 1 in the amount as is set forth opposite its name on Schedule B attached hereto by wire transferring funds into a bank account provided by ADRM. In connection with the closing of tranche 1 ADRM shall issue to Heller Common Stock certificates for the number of shares and shall issue common stock purchase warrants for the number of shares as are set forth next to its name on Schedule B. ADRM hereby agrees to take any and all necessary or appropriate actions to issue and register pursuant to the Securities Act of 1933 the Common Stock contemplated to be issued pursuant to the New Heller Investment (including, without limitation, shares issuable upon exercise of the warrants) such that such shares of Common Stock may be offered and resold from time to time, and to take any and all necessary or appropriate actions to keep in effect any and all registration statements covering such shares of Common Stock.

New Heller Investment from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

New Heller Investment. Heller agrees to invest $250,000 into ADRM in two traunches, with the closing of traunch 1 to occur on July 10, 2008 and the closing of traunch 2 to occur as soon as possible but no later than the Effective Time. The parties hereto hereby agree that the terms of such New Sherleigh Investment shall (i) be for a total of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with the shares of Common Stock issued in such financing. Such warrants shall be in form and substance reasonably acceptable to Heller, shall have anti-dilution protection equivalent to the Preferred Warrants and the Bridge Warrants as amended after the Effective Time, and shall otherwise include equivalent terms as the Preferred Warrants and the Bridge Warrants and such financing shall be evidenced by normal and customary documents for public company common stock financings. Sherleigh shall fund traunch 1 in the amount as is set forth opposite its name on Schedule B attached hereto by wire transferring funds into a bank account provided by ADRM. In connection with the closing of traunch 1 ADRM shall issue to Heller Common Stock certificates for the number of shares and shall issue common stock purchase warrants for the number of shares as are set forth next to its name on Schedule B. ADRM hereby agrees to take any and all necessary or appropriate actions to issue and register pursuant to the Securities Act of 1933 the Common Stock contemplated to be issued pursuant to the New Heller Investment (including, without limitation, shares issuable upon exercise of the warrants) such that such shares of Common Stock may be offered and resold from time to time, and to take any and all necessary or appropriate actions to keep in effect any and all registration statements covering such shares of Common Stock.

New Heller Investment from Master Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

New Heller Investment. Heller agrees to invest $250,000 into ADRM in two traunches, with the closing of traunch 1 to occur on July 10, 2008 and the closing of traunch 2 to occur as soon as possible but no later than the Effective Time. The parties hereto hereby agree that the terms of such New Sherleigh Investment shall (i) be for a total of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with the shares of Common Stock issued in such financing. Such warrants shall be in form and substance reasonably acceptable to Heller, shall have anti-dilution protection equivalent to the Preferred Warrants and the Bridge Warrants as amended after the Effective Time, and shall otherwise include equivalent terms as the Preferred Warrants and the Bridge Warrants and such financing shall be evidenced by normal and customary documents for public company common stock financings. Sherleigh shall fund traunch 1 in the amount as is set forth opposite its name on Schedule B attached hereto by wire transferring funds into a bank account provided by ADRM. In connection with the closing of traunch 1 ADRM shall issue to Heller Common Stock certificates for the number of shares and shall issue common stock purchase warrants for the number of shares as are set forth next to its name on Schedule B. ADRM hereby agrees to take any and all necessary or appropriate actions to issue and register pursuant to the Securities Act of 1933 the Common Stock contemplated to be issued pursuant to the New Heller Investment (including, without limitation, shares issuable upon exercise of the warrants) such that such shares of Common Stock may be offered and resold from time to time, and to take any and all necessary or appropriate actions to keep in effect any and all registration statements covering such shares of Common Stock.

New Heller Investment from Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

New Heller Investment. Heller agrees to invest $250,000 into ADRM in two traunches, with the closing of traunch 1 to occur on July 10, 2008 and the closing of traunch 2 to occur as soon as possible but no later than the Effective Time. The parties hereto hereby agree that the terms of such New Sherleigh Investment shall (i) be for a total of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with the shares of Common Stock issued in such financing. Such warrants shall be in form and substance reasonably acceptable to Heller, shall have anti-dilution protection equivalent to the Preferred Warrants and the Bridge Warrants as amended after the Effective Time, and shall otherwise include equivalent terms as the Preferred Warrants and the Bridge Warrants and such financing shall be evidenced by normal and customary documents for public company common stock financings. Sherleigh shall fund traunch 1 in the amount as is set forth opposite its name on Schedule B attached hereto by wire transferring funds into a bank account provided by ADRM. In connection with the closing of traunch 1 ADRM shall issue to Heller Common Stock certificates for the number of shares and shall issue common stock purchase warrants for the number of shares as are set forth next to its name on Schedule B. ADRM hereby agrees to take any and all necessary or appropriate actions to issue and register pursuant to the Securities Act of 1933 the Common Stock contemplated to be issued pursuant to the New Heller Investment (including, without limitation, shares issuable upon exercise of the warrants) such that such shares of Common Stock may be offered and resold from time to time, and to take any and all necessary or appropriate actions to keep in effect any and all registration statements covering such shares of Common Stock.

New Heller Investment from Restructuring Agreement

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., "ADRM"), ADUROMED CORPORATION ("Aduromed"), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN ("Sherleigh"), PEQUOT CAPITAL MANAGEMENT, INC. ("Pequot"), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the "Pequot Funds"), HELLER CAPITAL INVESTMENTS ("Heller") and the individuals and entities listed on Schedule A attached hereto identified as the "Polak/Lazar Secured Parties" (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the "Bridge Loan Holders").

New Heller Investment. Heller agrees to invest $250,000 into ADRM in two traunches, with the closing of traunch 1 to occur on July 10, 2008 and the closing of traunch 2 to occur as soon as possible but no later than the Effective Time. The parties hereto hereby agree that the terms of such New Sherleigh Investment shall (i) be for a total of 10,000,000 shares of Common Stock, and (ii) include warrants to purchase Common Stock at an exercise price of $0.025 per share at a ratio of 1:1 with the shares of Common Stock issued in such financing. Such warrants shall be in form and substance reasonably acceptable to Heller, shall have anti-dilution protection equivalent to the Preferred Warrants and the Bridge Warrants as amended after the Effective Time, and shall otherwise include equivalent terms as the Preferred Warrants and the Bridge Warrants and such financing shall be evidenced by normal and customary documents for public company common stock financings. Sherleigh shall fund traunch 1 in the amount as is set forth opposite its name on Schedule B attached hereto by wire transferring funds into a bank account provided by ADRM. In connection with the closing of traunch 1 ADRM shall issue to Heller Common Stock certificates for the number of shares and shall issue common stock purchase warrants for the number of shares as are set forth next to its name on Schedule B. ADRM hereby agrees to take any and all necessary or appropriate actions to issue and register pursuant to the Securities Act of 1933 the Common Stock contemplated to be issued pursuant to the New Heller Investment (including, without limitation, shares issuable upon exercise of the warrants) such that such shares of Common Stock may be offered and resold from time to time, and to take any and all necessary or appropriate actions to keep in effect any and all registration statements covering such shares of Common Stock.