Unsecured Promissory Note 8-5-2010

FOR VALUE RECEIVED, the National Emergency Medical Services Association (hereafter, o'Maker" or,,NEMSA"), a Califomia Mutual Benefit Corporation, promises to pay Torren K. Colcord, an individual(hereafter,"Holder" or "Colcord"), at 5141 Almsbury Drive, Salida, CA 95368 or at such other place as Holder hereofmay from time to time designate in writing, the principal sums as described within this document, with interestaccruing on the unpaid principal at the rates set forth in this document, from August 5,2010 until paid in full. Theaforementioned principal sums represent monies owed to Torren K. Colcord for unpaid salaries owed to Colcord, and

for unpaid monies owed to Colcord by the National Emergency Medical Services Association.

Minimum Payment Amount And Methodology

NEMSA agrees to pay Colcord at minimum a fixed sum of $3000.00 per month, with the payment divided equallybetween the three categories of "Monies To Be Repaid" listed in this Note. Each payment shall first be creditedagainst interest accrued and due at the time of receipt of payment, with the remainder credited against unpaidprincipal. Interest shall cease to accrue on any principal so credited'

If the payment amount is greater than the minimum, or a category balance as defined in this Note is paid in full, thepayment will be equally split between remaining balances.

Principal and interest are payable in monthly installments due on or before the twentieth (20) day of each monthuntil paid in full, with the first such payment to be made on or before October 20,2010. In no event shall interestexceed the maximum amount permitted by law. Any amount collected in excess of the maximum legal rate shall beapplied to reduce the principal balance.

No Pre-Payment Penalty

This Note may, in whole or in part, be prepaid without penalty beforg the maturity date hereof.

Temporary Suspension Of Payments

NEMSA may, atit's sole discretion temporarily suspend payment of this note for one period of no greater than twocalendar months per calendar year by notiffing Colcord with written notice via hand delivery or certified mail of it'sintent to do so. Interest will continue to accrue during this temporary suspension period on all balances.

Colcord may, athis sole discretion notify NEMSA with written notice via hand delivery or cerlified mail of hiswillingness to have payments temporarily suspended for an additional two calendar months, should Colcord choose toextend the suspension period listed above. Only upon mutual agreement of the parties will the suspension period beextended. lnterest will continue to accrue during the temporary suspension period and extensions of the suspensionperiod.

Accounting, Record Keeping, and Disputes Over Accounting and Record Keeping

NEMSA will provide the full and complete cost and effort associated with proper accounting of monies assignedwithin this promissory note, with all documentation including proof of methodology being available to Colcord uponrequest. In the event of a dispute regarding proper accounting of monies, the parties will first attempt non-bindingmediation using an altemate strike method from a list of seven (7) mediators. Should mediation fail to resolve the

dispute, either party may submit notice to the other within 10 business days of the cessation of mediation, notifyingthe other party that the dispute will be reviewed through a binding arbitration process, using an altemate strike methodfrom a lisi of seven (7) arbitrators with the arbitration fees to be paid by the losing parly. The parties will use the

services of the American Arbitration Association or other such service as mutually agreed upon'

Default

Should NEMSA default under or otherwise breach this Promissory Note and not cure said default or breach on orbefore the tenth (1Oth) day after Colcord gives NEMSA written notice thereof, by personal delivery or certifiedmailing, all principal remaining unpaid and interest accruing thereon shall, at the option of Colcord, becomeimmediately due and payable to Colcord. Notice shall be deemed given on the date of personal delivery or date ofmailing, whichever applies. No delay or failure in giving notice of said default or breach shall constitute a waiver ofthe right of Colcord to exercise said right in the event of a subsequent or continuing default or breach. Furthermore,in the event of such default or breach, Maker promises to pay Colcord all collection andlor litigation costs incurred,including reasonable attomey fees and court costs, whether judgment is rendered or not.

Default Due To Dissolution or Cessation of NEMSA Business Operations

In the event that NEMSA should default due to the dissolution and/or cessation of business operations, NEMSAagrees that it shall enter into negotiations with Colcord for a settlement amount; based on available funds NEMSA has

at the time of such dissolution or cessation of business operations.

Categories of Monies To Be RePaid

Monies to be repaid arc categorized and repayment terms specified as follows:

1. Past Legal Expenses and Interest Owed To Colcorda. This category consists of past legal expenses incurred by Colcord on behalf of NEMSA during the

years2004,2005, and 2006 and previously accrued interest owed to Colcord on the same.b. All past interest applied to this amount in addition to remaining principal shall be treated as the new

principal amount for the purposes of interest calculation in this note.c. Interest shall be applied to this classification at arate of l0% simple interest per annum.d. The new principal amount as of the date of this Promissory Note shall be$76.490.32.

2. Past Indemnification Amounts and Interest Owed To Colcorda. This category consists of monies owed to Colcord as part of the Board of Director's decision on

January 2,2007 to indemniff Colcord from the judgment against him in SEIU Local 250 v. Bonifayet al. Case No. RG04143696 where Colcord had a gamishment placed on gross wages as a result ofsaid judgment.

b. NEMSA had indemnified Colcord based on incorrect calculations, resulting in monies being owed toColcord to comply with the indemnification terms.

c. A11 past interest applied to this amount in addition to remaining principal shall be treated as the newprincipal amount for the purposes of interest calculation in this note.

d. Interest shall be applied to this classification atarate of l}Yo compound interest per annum.e. The new principal amount as of the date of this Promissory Note shall be $39,526.15.

3. Wages and Salary Monies Owed To Colcorda. This category consists of wage and salary monies and previously accrued interest owed to Colcord.

This includes full and partial salary monies owed by NEMSA to Colcord and incentive pay increasesowed by NEMSA to Colcord.

b. A11 wage and salary monies were voluntarily defened by Colcord at the time that such monies weredue to Colcord

c. All past interest monies added to this amount in addition to remaining principal shall be treated as thenew principal amount for the purposes of interest calculation in this note.

d. lnterest shall be applied to this classification at a rute of 10% compound interest per month.e. The new principal amount as of the date of this Promissory Note shall be $94.934.63.

This promissory Note has been entered into and shall be performed in Stanislaus County, Califomia and shall beconstrued in accordance with the laws of Califomia and any applicable federal statutes or regulations of the UnitedStates. Any claims or disputes conceming this Note shall, at the sole election of Holder, be adjudicated in Stanislaus

County, California

Executed By The Holder:

l, ,,

Paul Angelo, Regional Director

Executed in the presence of:

Date

Category Name Princinal Owed Interest Rate TermsPast Leeal Expenses $76490.32 t0% Simple lnterest Per AnnumPast Indemnification

Amounts$39s26.1 s t0% Compound Interest Per

ArurumPast Salary Amounts s94934.63 t0% Compound Interest Per

Month

[s Muller,

Lucey, Regional

E.s,i)-o v(1

NEMSA Assumes 10% Simple lnterestRecap of Balances Due ColcordAs of 8/4/2O1O

Principal lnterestBalance Balance

Remaining Remaining Total

Past legal cost reimbursement 76,1_53.55 336.77 76,490.32

Reimbursement of personal income tax effect forreporting garnishment & legal cost reimbursementas tncome

Calendar years 2007 - 2009 - actual x 26,043.00 3,458.34 29,501-.34Jan 1- Aug 4, 2010 - ESTIMATED 9,852.00 9,852.00

Non-salary related total 1,12,048.55 3,795.LL 115,843.66

Delayed raises not paid 17,692.29 7,531.31 25,223.60

lncentive salary increases not paid 43,153.99 6,r53.79 49,307.78

Years l- & 2 salaries not paid 15,845.20 L,844.99 17,690.19

Salary related total 76,691_.48 1_5,530.09 92,221,.57

Grand total 188,740.03 19,325.20 208,065.23

Based on information provided by NEMSA. Not subjected to audit orother verification proced ures.

* Based on comparing personal income tax per tax returns as filed (including garnishment &legal reimbursement reported as taxable income) versus what t9x would have been if nogarnishment and legal reimbursement were included.

NEMSA Assumes 10% lnterest Compounded AnnuallyRecap of Balances Due ColcordAs of 8/4/2010

Principal I nte restBalance Balance

Remaining Remaining Total

Past legal cost reimbursement 79,801.93 78,801.93

Reimbursement of personal income tax effect forreporting garnishment & legal cost reimbursementas tncome

Calendar years 2007 - 2009 - actual * 26,043.00 3,631".15 29,674.15Jan 1- Aug 4, zOtO - ESTIMATED 9,852.00 9,852.00

Non-salary related total 1,1,4,696.93 3,631.15 118,328.08

Delayed raises not Paid 17,692.29 8,919.58 26,6LL.87

lncentive salary increases not paid 43,153.99 6,794.22 49,948,21,

Years 1& 2 salaries not paid 15,876.48 1,874.73 17,751'21

Salary related total 76,722.76 L7,588.53 94,3LL.29

Grand total 191,,419.69 2I,2r9.68 212,639.37

Based on information provided by NEMSA. Not subjected to audit orother verification proced ures.

* Based on comparing personal income tax per tax returns as filed (including g{!ls@en &legal reimbursement reported as taxable income) versus what tax would have been if nogarnishment and legal reimbursement were included.

NEMSA Assumes 10% lnterest Compounded MonthlyRecap of Balances Due Colcord (except lncen ive Bi-weekly)As of 8/4/2010

Principal I nterestBalance Balance

Remaining Remaining Total

Past legal cost reimbursement 79,1,13.78 79,113.78

Reimbursement of personal income tax effect forreporting garnishment & legal cost reimbursementas income

Calendar years 2007 - 2009 - actual x 26,043.00 3,782.94 29,825.94Jan l- - Aug 4, zOtO - ESTIMATED 9,852.00 9,852.00

Non-salary related total 115,008.78 3,782.94 t!8,791,.72

Delayed raises not paid 17,692.29 9,350.57 27,042.86

lncentive salary increases not paid 43,153.99 6,814.4t 49,968.40

Years l" & 2 salaries not Paid 15,963.54 1,959.83 17,923.37

Salary related total 76,809.82 18,r24.81 94,934.63

Grand total 191,818.60 21,,907.75 213,726.35

Based on information provided by NEMSA. Not subjected to audit orother verification proced u res.

x Based on comparing personal income tax per tax returns as filed (including garnishment &legal reimbursement reported as taxable income) versus what tax wou have been if nogarnishment and legal reimbursement were included.