EXHIBIT
10.16

    


    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