INTERCOMPANY AGREEMENT
This Intercompany Agreement (this "Agreement"), dated as of April 1, 2000
(the "Effective Date"), is by and between Prime Medical Operating, Inc., a
Delaware corporation ("PMOI"), Prime RVC, Inc., a Delaware corporation ("Prime
RVC"), Prime Refractive Management, L.L.C., a Delaware limited liability company
("Prime Management"), and Prime/BDR Acquisition, L.L.C., a Delaware limited
liability company ("Prime BDR").
Preliminary Statements
All of the parties to this Agreement are wholly or partially owned,
direct or indirect subsidiaries of Prime Medical Services, Inc., a Delaware
corporation ("PMSI").
PMSI desires to restructure its direct or indirect ownership of certain
of the parties to this Agreement pursuant to (a) a transfer by Prime BDR to PMOI
of all of Prime BDR's ownership interest in Horizon, Inc., a Nevada corporation
("Horizon"), and (b) a transfer by PMOI to Prime RVC of all of PMOI's ownership
interest in Prime/BDEC Acquisition, L.L.C., a Delaware limited liability company
("Prime BDEC") and all of PMOI's ownership interest in Horizon (collectively,
the "Transfers").
In connection with the Transfers, the parties mutually desire to (a)
terminate that certain loan agreement, dated as of September 1, 1999, between
PMOI and Prime BDR (the "Loan Agreement"), (b) cancel any and all promissory
notes or other evidences of indebtedness arising solely under the Loan
Agreement, (c) terminate any and all security agreements, financing statements