Intercompany Agreement (2001)Full Document 

Start of Preview
                             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

End of Preview