Unassociated Document


    EXHIBIT
      10.1

    


    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”).

    


    WHEREAS,
      the Pequot Funds and Sherleigh (together the “Preferred Holders”) are holders of
      6,263,702 shares of Series A Preferred Stock, par value $0.0001 per share (the
      ‘‘Series A Preferred’’) and 15,780,160 shares of Series B Preferred stock, par
      value $0.0001 per share both of which Series Preferred are immediately
      convertible into shares of Common Stock of ADRM, par value $0.0001 per share
      (“Common Stock”) (the “Series B Preferred’’, and together with the Series A
      Preferred, the “Preferred Stock”);

    


    WHEREAS,
      the terms of the Series A Preferred are set forth in a Certificate Of
      Designations Of Series A Preferred Stock filed January 23, 2006 with the
      Secretary of State of the State of Delaware (the “Series A Designations”) and
      the terms of the Series B Preferred are set forth in a Certificate Of
      Designations Of Series B Preferred Stock filed January 23, 2006 with the
      Secretary of State of the State of Delaware (the “Series B Designations”, and
      together with the Series A Designations, the “Preferred Series
      Designations”);

    


    WHEREAS,
      the Preferred Holders are holders of Warrants issued in connection with the
      issuance of the Series A Preferred entitling the holder(s) to purchase 6,263,699
      shares of the Common Stock at a price of $0.37883 per share of Common Stock
      through October 4, 2010 (the ‘‘Series A Preferred Warrants’’) and Warrants
      issued in connection with the issuance of the Series B Preferred entitling
      the
      holder(s) to purchase 15,780,160 shares of Common Stock at a price of $0.37883
      per share of Common Stock through January 23, 2011 (the ‘‘Series B Preferred
      Warrants’’, and together with the Series A Preferred Warrants, the “Preferred
      Warrants”); 

    


    WHEREAS,
      in connection with the issuance of the Preferred Stock and the Preferred
      Warrants, Aduromed, ADRM and the Preferred Holders entered into an Amended
      and
      Restated Stockholders Agreement, dated as of January 23, 2006 (the “Stockholders
      Agreement”); 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    WHEREAS,
      in connection with the issuance of the Preferred Stock and the Preferred
      Warrants, Aduromed, ADRM and the Preferred Holders entered into an Amended
      and
      Restated Registration Rights Agreement, dated as of January 23, 2006 (the
“Preferred Registration Agreement”);

    


    WHEREAS,
      the Bridge Loan Holders are currently holding $1,275,000 deemed principal amount
      in secured notes of ADRM (the “Bridge Notes”);

    


    WHEREAS,
      in connection with the original issuance of the Bridge Notes, Aduromed, ADRM
      and
      the Bridge Loan Holders entered into Loan
      and
      Security Agreement, dated as of June 27, 2007 (the “Security Agreement”), a
      Subsidiary Guarantee, dated as of June 27, 2007 (the “Guarantee”) and Common
      Stock Purchase Warrants for the purchase of 2,550,000 shares of Common Stock
      at
      an original exercise price of $0.38 per share (the “Original Bridge Warrants”,
      and together with the Bridge
      Notes, the Security
      Agreement, the Guarantee and the Extension Bridge Warrants (as defined below),
      the “Bridge Loan Documents”);

    


    WHEREAS,
      pursuant to a Loan Extension Agreement, dated as of December 27, 2007, by and
      among the Bridge Loan Holders, Aduromed and ADRM (the “Extension Agreement”),
      the Bridge Loan Holders agreed to extend the maturity date of their Bridge
      Notes
      to June 30, 2008;

    


    WHEREAS,
      pursuant to the Extension Agreement, the Bridge Loan Holders were given
      additional Common Stock Purchase Warrants for the purchase of 2,450,000 shares
      of Common Stock (the “Extension Bridge Warrants”, and together with the Original
      Bridge Warrants, the “Bridge Warrants”); 

    


    WHEREAS,
      Joseph Esposito and certain other individuals (collectively, “Esposito”) are
      willing to align themselves with the ADRM management team and are willing to
      invest at least $500,000 into ADRM and Aduromed and use their best efforts
      to
      cause additional investors to invest an additional $500,000 into ADRM and
      Aduromed as part of a new business plan going forward (Esposito and such
      additional investors are hereinafter referred to as the “New Management
      Investors”);

    


    WHEREAS,
      the Pequot Funds are willing to invest $1,300,000 into ADRM and Aduromed as
      part
      of a new business plan going forward (the “New Pequot Investment”);


    


    WHEREAS,
      Sherleigh is willing to invest $700,000 into ADRM and Aduromed as part of a
      new
      business plan going forward (the “New Sherleigh Investment”);

    


    WHEREAS,
      Heller is willing to invest $250,000 into ADRM and Aduromed as part of a new
      business plan going forward (the “New Heller Investment”) 

    


    WHEREAS,
      certain other parties may be willing to invest up to $1,000,000 into ADRM and
      Aduromed as part of a new business plan going forward (such parties are
      hereinafter referred to as the “New Investors”); and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    WHEREAS,
      the Preferred Holders and the Bridge Loan Holders wish to restructure their
      respective investments in ADRM in a manner which provides ADRM with the
      opportunity to execute its business plan and attract additional investors into
      ADRM going forward; 

    


    NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

    


    1.
      Effective
      Time.
      The
“Effective Time” as used herein shall mean as of 12:00 noon Eastern Standard
      Time on July 30, 2008 or such other time and date as is mutually agreed by
      the
      parties hereto. All transactions contemplated hereby to be consummated as of
      the
      Effective Time shall be deemed to happen contemporaneously. 

    


    2.
      The
      Sherleigh Preferred Stock.
      Sherleigh hereby agrees that as of the Effective Time all outstanding shares
      of
      Preferred Stock held by Sheleigh shall convert automatically and without further
      action on its part into 20,000,081 shares of Common Stock. The Preferred Holders
      and ADRM further agree that any and all amendments to the Preferred Series
      Designations necessary to effectuate the conversion contemplated in the previous
      sentence are hereby made. 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 such aforementioned
      conversion 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 the shares of Common Stock to be issued upon
      conversion of the Preferred Stock.

    


    3.
      The
      Pequot Preferred Stock; Accumulated Dividends and Liquidated
      Damages.
      Pequot
      and the Pequot Funds hereby agree that as of the Effective Time all 14,171,054
      outstanding shares of Preferred Stock held by the Pequot Funds shall be
      surrendered to ADRM and from and after the Effective Time such shares of
      Preferred Stock shall no longer be deemed to be outstanding. The Preferred
      Holders and ADRM further agree that any and all amendments to the Preferred
      Series Designations necessary to effectuate the action contemplated in the
      previous sentence are hereby made. The parties hereto further agree that as
      of
      the Effective Time (i) accumulated dividends payable on the Preferred Stock
      held
      by the Pequot Funds as of June 30, 2008 in the amount of $690,436 and (ii)
      liquidated damages in the amount of $387,000 payable to the Pequot Funds by
      ADRM
      pursuant to Section 1.1 of the Preferred Registration Agreement, shall each
      be
      forfeited and shall no longer be due and payable.

    


    4.
      The
      Preferred Warrants.
      The
      parties hereto hereby agree that as of the Effective Time the Preferred Warrants
      shall be amended such that (i) they collectively represent the right to purchase
      55,999,998 shares of Common Stock at an exercise price of $0.025 per share,
      of
      which Pequot Funds will hold warrants for the purchase of 36,000,001 shares
      of
      Common Stock and Sherleigh will hold warrants for the purchase of 19,999,997
      shares of Common Stock and (ii) Section 5 of each of the Preferred Warrants
      shall be deleted and of no further force and effect. 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 issuable upon
      exercise
      of the
      Preferred 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 the shares of Common Stock issuable upon
      exercise of the Preferred Warrants. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.
      Sherleigh Preferred
      Stock Accumulated Dividends.
      The
      parties hereto hereby agree that as of the Effective Time accumulated dividends
      payable on the Preferred Stock held by Sherleigh as of June 30, 2008 in the
      amount of $383,576 shall be converted automatically and without further action
      on their part into 15,343,040 shares of Common Stock. From and after June 30,
      2008 no further dividends shall accrue or be payable on the Preferred Stock.
      As
      additional consideration for converting such accrued dividends, Sherleigh will
      receive new warrants to purchase 15,343,040 shares of Common Stock at an
      exercise price of $0.025 per share. Such warrants shall contain equivalent
      terms
      to the new warrants contemplated to be issued in Sections 13 through 16 hereof.
      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 such aforementioned conversion
or
      issuable upon exercise of the aforementioned 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 the shares of Common Stock to be issued upon such conversion
      or issuable upon exercise of such warrants.

    


    6.
      Sherleigh Preferred
      Stock Liquidated Damages.
      The
      parties hereto hereby agree that as of the Effective Time the liquidated damages
      in the amount of $215,000 payable to Sherleigh by ADRM pursuant to Section
      1.1
      of the Preferred Registration Agreement shall be converted automatically and
      without further action on their part into 8,600,000 shares of Common Stock.
      As
      additional consideration for converting such liquidated damages, Sherleigh
      will
      receive new warrants to purchase 8,600,000 shares of Common Stock at an exercise
      price of $0.025 per share. Such warrants shall contain equivalent terms to
      the
      new warrants contemplated to be issued in Sections 13 through 16 hereof. 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 such aforementioned conversion or
      issuable upon exercise of the aforementioned 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 the shares of Common Stock to be issued upon such conversion
      or issuable upon exercise of such warrants.

    


    7.
      The
      Stockholders Agreement.
      Aduromed, ADRM and the Preferred Holders hereby agree that as of the Effective
      Time the Stockholders Agreement shall be terminated and of no further force
      and
      effect. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    8.
      Preferred
      Stand Still Agreement.
      The
      Preferred Holders agree to stand still and not exercise rights contained in
      the
      Preferred Series Designations until the Effective Time.

    


    9.
      Bridge
      Notes.
      The
      Bridge Loan Holders, ADRM and Aduromed hereby agree that as of the Effective
      Time the Bridge Notes in the principal amount of $1,275,000 shall convert
      automatically and without further action on their part into 93,750,000 shares
      of
      Common Stock. From and after June 30, 2008 no further principal or interest
      shall accrue or be payable on such Bridge Notes. 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
      such aforementioned conversion. The parties hereto further agree that Heller
      and
      the Polak/Lazar Secured Parties may, prior to the Effective Time, transfer
      Bridge Notes among themselves on such terms as they shall agree, but that any
      such transfers shall not effect the principal amount of Bridge Notes outstanding
      or the resulting number of shares of Common Stock resulting from such conversion
      as set forth above. Heller and the Polak/Lazar Secured Parties shall advise
      ADRM
      prior to the Effective Time as to the respective principal amounts of Bridge
      Notes held by them as of the Effective Time. 

    


    10.
      The
      Bridge Warrants.
      The
      parties hereto hereby agree that as of the Effective Time the Bridge Warrants
      shall be amended such that (i) they collectively represent the right to purchase
      93,750,000 shares of Common Stock at an exercise price of $0.025 per share,
      such
      warrants to be issued to Heller and the Polak/Lazar Secured Parties pro rata
      according the respective principal amount of Bridge Notes that each such party
      holds as of the Effective Time. As of the Effective Time Section 3(b) of each
      of
      the Bridge Warrants shall be deleted and of no further force and
      effect.

    


    11.
      The
      Bridge Loan Documents.
      Aduromed, ADRM and the Bridge Loan Holders hereby agree that as of the Effective
      Time each of the Bridge Loan Documents shall be terminated and of no further
      force and effect. The Bridge Loan Holders hereby agree to take any and all
      actions necessary or appropriate to terminate the security interest created
      by
      the Bridge Loan Documents.

    


    12.
      Bridge
      Loan Extension And Stand Still Agreement.
      The
      Bridge Loan Holders agree to extend the maturity date of the Bridge Notes until
      the Effective Time. The Bridge Loan Holders further agree to stand still and
      not
      exercise rights contained in the Bridge Notes until the Effective
      Time.

    


    13.
      New
      Management Investors Financing.
      Esposito agrees to invest at least $250,000 and cause the other New Management
      Investors to invest up to an additional $750,000 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.
      It
      is understood that said best efforts may not result in an additional funding
      being secured and as such Esposito is not responsible for the additional funding
      contemplated should this situation arise. The parties hereto hereby agree that
      the terms of any financing by New Management Investors shall (i) be for
      80,000,000 shares of Common Stock for $1,000,000 invested, 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 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. The actual shares will be calculated
      based upon the total money raised by New Management Investors.
      Esposito
      shall
      fund traunch 1 in the amounts as are set forth opposite their names 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 Esposito
      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 their names
      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 Management 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    14.
      New
      Pequot Investment.
      Pequot
      agrees to invest at $1,300,000 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 the New Pequot Investment shall (i) be for a total
      of
      131,097,456 shares of Common Stock, and (ii) include warrants to purchase
      95,097,455 be
      in
      form and substance reasonably acceptable to Pequot, shall
      shares
      of Common Stock at an exercise price of $0.025 per share. Such warrants 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. The Pequot Funds shall fund traunch 1 in the
      amounts as are set forth opposite their names 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 the Pequot Funds 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 their names 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 Pequot 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.

    


    15.
      New
      Sherleigh Investment.
      Sherleigh agrees to invest $700,000 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 28,000,000 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 Sherleigh, 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 Sherleigh 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 Sherleigh 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    16.
      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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    17.
      New
      Investor Investment.
      New
      Investors may invest up to $1,000,000 into ADRM with the closing to occur as
      soon as possible but no later than the Effective Time. The parties hereto hereby
      agree that the terms of such New Investor Investment shall (i) be for Common
      Stock at a deemed valuation of $0.025 per share, 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 the New Investors, 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. 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 Investor 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. 

    


    18.
      ADRM
      Board of Directors.
      The
      parties hereto agree that from and after the Effective Time (i) Pequot shall
      have the right to have two (2) designees elected to the ADRM Board of Directors,
      (ii) Sherleigh shall have the right to have two (2) designees elected to the
      ADRM Board of Directors, (iii) Heller shall have the right to have one (1)
      designee elected to the ADRM Board of Directors and to have one (1) designee
      attend all ADRM Board of Directors meetings as an observer, (iv) the Polak/Lazar
      Secured Parties shall have the right to have one (1) designee attend all ADRM
      Board of Directors meetings as an observer and
      (v)
      the ADRM Board of Directors shall consist of nine (9) members. Each of the
      parties hereto agree to vote its shares of capital stock of ADRM to give effect
      to the provisions of this Section 18.

    


    19.
      Miscellaneous.

    


    (a) Amendments
      in Writing.
      None of
      the terms or provisions of this Agreement may be waived, amended, supplemented
      or otherwise modified except in writing by the parties hereto.

     

    


    (b) Successor
      and Assigns.
      This
      Agreement shall be binding upon the successors and assigns of each party hereto
      and shall inure to the benefit of each party hereto and their respective
      successors and assigns.

     

    (c) Counterparts.
      This
      Agreement may be executed by one or more of the parties hereto on any number
      of
      separate counterparts (including by telecopy), and all of said counterparts
      taken together shall be deemed to constitute one and the same instrument.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) Severability.
      Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction. 

    


    (e) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. 

    

      
        	 	
                (f)

              	
                Further
                  Assurance. The parties hereto agree to execute and deliver such
                  further
                  agreements, documents and instruments and take all such other actions
                  as
                  may reasonably be required to carry out the transactions contemplated
                  hereby and to evidence the fulfillment of the agreements herein
                  contained.

              
	 	 	 
	 	
                (g)

              	
                Conditions
                  to Consummation of Transactions. The consummation of each of the
                  transactions contemplated herein by each of Sherleigh, the Pequot
                  Funds
                  and the Bridge Loan Holders is subject to the following conditions:
                  (i)
                  delivery by ADRM of the shares of Common Stock and/or warrants
                  required to
                  be issued by ADRM; (ii) the continued truthfulness of the representations
                  and warranties of ADRM and Aduromed contained herein; (iii) each
                  agreement
                  of each of the other parties to be performed pursuant to the terms
                  hereof
                  or contemplated herein shall have been duly performed; and (iv)
                  none of
                  the other parties hereto shall be in breach of any of the agreements
                  or
                  covenants contained herein.

              


      

    

    


    19.
      Representations and Additional Covenants of ADRM and Aduromed. Each of ADRM
      and
      Aduromed hereby represents, warrants and covenants with and to the other parties
      hereto, as follows:

     

    (a) Each
      of
      ADRM and Aduromed has the power and authority to enter into and to consummate
      the transactions contemplated herein and otherwise to carry out its obligations
      hereunder.

     

    (b) The
      execution, delivery and performance of this Master Restructuring Agreement
      by
      each of ADRM and Aduromed (i) has been duly authorized by all necessary
      corporate action on the part of ADRM and Aduromed (other than the Authorized
      Share Increase (as defined below)); (ii) will not violate any requirement of
      law
      or contractual obligation of ADRM or Aduromed; and (iii) will not result in,
      or
      require, the creation or imposition of any lien on any of its properties or
      revenues.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) This
      Master Restructuring Agreement has been duly executed and delivered by each
      of
      ADRM and Aduromed and constitutes the legal, valid and binding obligations
      of
      each of ADRM and Aduromed, enforceable against such party in accordance with
      its
      terms.

     

    (d) ADRM
      hereby agrees to increase the number of its authorized shares of Common Stock
      (the “Authorized Share Increase”) by the Effective Date such that there is
      sufficient number of authorized and unreserved shares of Common Stock to allow
      ADRM to issue all of the share of Common Stock to be issued by it hereunder,
      including, without limitation, shares of Common Stock issuable upon exercise
      of
      the warrants issued hereby. Following such Authorized Share Increase, ADRM
      shall
      reserve and keep available out of its authorized and unissued Common Stock
      such
      number of shares of Common Stock as shall from time to time be sufficient to
      issue shares of Common Stock hereunder, including, without limitation, shares
      of
      Common Stock issuable upon exercise of the warrants issued hereby.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    IN
      WITNESS WHEREOF, the parties hereto have caused this Master
      Restructuring
      Agreement to be duly executed on the day and year first above
      written.

    

      
        	
                ADUROMED
                  INDUSTRIES, INC., a
                  Delaware corporation

              
	 	 
	 	 
	
                By:

              	
                /s/
                  Damien R. Tanaka

              
	 	
                Name:
                  Damien R. Tanaka

                Title:
                  President & Chief Executive Officer

              
	 	 
	
                Address
                  for Notice:

                3
                  Trowbridge Drive

                Bethel,
                  CT 06801

              
	 	 
	 	 
	
                ADUROMED
                  CORPORATION, a
                  Delaware corporation

              
	 	 
	 	 
	
                By:

              	
                /s/
                  Damien R. Tanaka

                Name:
                  Damien R. Tanaka

                Title:
                  President & Chief Executive Officer

              
	 	 
	
                Address
                  for Notice:

                3
                  Trowbridge Drive

                Bethel,
                  CT 06801

              
	 	 


      

    

    
 

    
      	
              PEQUOT
                SCOUT FUND, L.P.

              PEQUOT
                MARINER MASTER FUND, L.P.

              PEQUOT
                NAVIGATOR OFFSHORE FUND, INC.

              PEQUOT
                DIVERSIFIED MASTER FUND, LTD.

              PREMIUM
                SERIES PCC LIMITED CELL 33,
                each by and through

               

              PEQUOT
                CAPITAL MANAGEMENT, INC.,
                as Investment Advisor

               

               

              BY:
                /s/
                Carlos Rodrigues

              Name:
                Carlos Rodrigues

              Title:
                Chief Financial Officer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SHERLEIGH
      ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN

    


    


    BY:
      /s/
      Jack Silver

    Name:
      Jack Silver

    Title:
      Trustee

    


    


    /s/
      Joseph Esposito

    Joseph
      Esposito

    


    HELLER
      CAPITAL INVESTMENTS

    


    


    BY:
      /s/
      Ronald I. Heller

    Name:
      Ronald I. Heller

    Title:
      CIO

    


    RL
      CAPITAL PARTNERS L.P.

    


    


    BY:
      /s/
      Ronald M. Lazar

    Name:
      Ronald M. Lazar

    Title:
      Managing Partner

    


    DOMACO
      VENTURE CAPITAL FUND

    


    


    BY:
      /s/
      Jack Polak

    Name:
      Jack Polak

    Title:
      General Partner

    


    EQUITY
      INTEREST INC.

    


    


    BY:
      /s/
      Jack Polak

    Name:
      Jack Polak

    Title:
      

    


    


    /s/
      Ronald M. Lazar

    IRA
      FBO Ronald M. Lazar, Pershing LLC as Custodian

    


    


    /s/
      Anthony G. Polak

    Anthony
      G. Polak

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    /s/
      Frederick B. Polak

    Frederick
      B. Polak "S"

    


    


    Jack
      Polak

    Jack
      Polak Trustee,  Catharina Polak Trustee,  Catharina Polak 1
      Trustee

    


    


    


    /s/
      Maura Kelly

    Maura
      Kelly

    


    


    /s/
      Sandra Shapiro

    Robert
      Shapiro and Sandra Shapiro jt ten

    


    


    /s/
      John Gross

    John
      Gross

    


    


    /s/
      Suellyn Tornay

    Suellyn
      Tornay

    


    


    


    /s/
      Marc Engelbert

    Marc
      Engelbert

    


    


    


    /s/
      Barbara Scharf

    Barbara
      Scharf

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    SCHEDULE
      A

    


    Polak/Lazar
      Secured Parties

    


    RL
      Capital Partners L.P. 

    IRA
      FBO
      Ronald M. Lazar, Pershing LLC as Custodian

    Anthony
      G. Polak

    Domaco
      Venture Capital Fund

    Equity
      Interest Inc.

    Frederick
      B. Polak "S"

    Jack
      Polak Trustee,  Catharina Polak Trustee,  Catharina Polak 1
      Trustee

    Maura
      Kelly

    Robert
      Shapiro and Sandra Shapiro jt ten

    John
      Gross

    Suellyn
      Tornay

    Marc
      Engelbert

    Barbara
      Scharf


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


    
      	
               

               

               

               

              New
                Management Investor

            	 	
               

              Amount
                of Traunch 1
                Investment

            	
               

            	
               

               

              Number
                of Shares of Common Stock to be Issued in Traunch
                1

            	
               

            	
              Number
                of Shares of Common Stock Subject to Common Stock Purchase Warrants
                to be
                Issued
                in Traunch 1

            	 
	
              E4
                LLC/Joseph Esposito

            	 	
              $

            	
              35,000

            	 	 	
              
              

              2,800,000

            	 	 	
              
              

              2,800,000

            	 


    

    


    
      	
               

               

               

               

               

              New
                Investor

            	 	
               

               

               

               

              Amount
                of Traunch 1
                Investment

            	
               

            	
               

               

              Number
                of Shares of Common Stock to be Issued in Traunch
                1

            	
               

            	
              Number
                of Shares of Common Stock Subject to Common Stock Purchase Warrants
                to be
                Issued
                in Traunch 1

            	 
	
              Sherleigh
                Defined Benefit Plan

            	 	
              
              

              $

            	
              
              

              98,000

            	 	 	
              
              

              3,920,000

            	 	 	
              
              

              3,920,000

            	 
	
              Ronald
                I. Heller IRA

            	 	
              
              

              $

            	
              
              

              35,000

            	 	 	
              
              

              1,400,000

            	 	 	
              
              

              1,400,000

            	 
	
              Pequot
                Scout Fund L.P.

            	 	
              
              

              $

            	
              
              

              121,440.71

            	 	 	
              
              

              12,246,591

            	 	 	
              
              

              8,883,617

            	 
	
              Pequot
                Navigator Offshore Fund, Inc.

            	 	
              
              

              $

            	
              
              

              28,985.36

            	 	 	
              
              

              2,923,005

            	 	 	
              
              

              2,120,334

            	 
	
              Pequot
                Mariner Master Fund, L.P.

            	 	
              
              

              $

            	
              
              

              31,573.93

            	 	 	
              
              

              3,184,048

            	 	 	
              
              

              2,309,693

            	 


    

    


    ADRM
      wire transfer instructions

    


    Bank
      of
      America - Trumbull Center Branch 

    955
      White
      Plains Road, Trumbull, CT. 06611

    Phone
      #
      203-268-6252 

    


    ABA
      Number: 026009593

    Routing
      Number:  011900571

    Account
      Number: 94209
      76270 

    Account
      Name: Automated
      Process DBA Aduromed Corporation