FORBEARANCE AGREEMENT

Exhibit 10.4

FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT (this “ Agreement ”) is made and entered into as of May 31, 2005 by and among EMERGYSTAT, INC., a Mississippi corporation, EMERGYSTAT OF SULLIGENT, INC., an Alabama corporation, EXTENDED EMERGENCY MEDICAL SERVICES, INC., an Alabama corporation, MED EXPRESS OF MISSISSIPPI, LLC, a Mississippi limited liability company (collectively, “ Borrower ”), BAD TOYS HOLDINGS, INC., a Nevada corporation (“ Parent ”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES CF (“ CF ”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, aka GE COMMERCIAL FINANCE HEALTHCARE FINANCIAL SERVICES EF (“ EF ”) (collectively, CF and EF and their successors, endorsees, transferees, affiliates, and assigns are referred to as “ GECC ”).

RECITALS

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and agreements, provisions and covenants herein contained, each of Borrower, Parent, and GECC agrees as follows:

1. Definitions . Unless otherwise defined in this Agreement or in the above Recitals, all capitalized terms used herein shall have the meanings ascribed to them in the Forbearance Agreements and the Restructuring Agreement as applicable. In addition, the following capitalized terms shall have the meanings set forth below:

1.1 “ Existing Defaults ” means (i) all Existing Defaults (as that term is defined in the Forbearance Agreements) and defaults with respect to other matters stated in the Forbearance Agreements, (ii) the Restructuring Default, and (iii) the Stock Purchase Default.

1.2 “ Forbearance Agreements ” means all of the forbearance letter agreements between CF and Borrower identified and set forth in Schedule “1” attached hereto.

1.3 “ GECC Documents ” means all of the CF Documents, the EF Documents, the Consolidation Note, the Forbearance Agreements, the Restructuring Agreement, the Tri-Party Agreement, and all notes, loan agreements, security agreements, guaranties, deeds of trust, and other instruments and documents, executed and delivered in connection therewith in favor of CF and/or EF, whether such documents and instruments are now existing or hereafter created, as the same have been and may be further amended, replaced, supplemented or otherwise modified from time to time, including but not limited to the Restructuring Agreement.

1.4 “ Midtown Partners ” means Midtown Partners & Co., LLC, a Florida limited liability company.

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1.5 “ Pacific Capital Lawsuit ” means Case No. 2:05CV103 pending in the United States District Court, Eastern District at Greeneville, Tennessee, captioned as Pacific Capital, L.P. v. Emergystat, Inc., et al .

1.6 “ Placement Agent Agreement ” means that certain Placement Agent Agreement, dated as of May 25, 2005, between Parent and Midtown Partners, a copy of which fully executed agreement is attached hereto as Exhibit A .

2. Recitals . Each of Borrower and Parent hereby acknowledges that all of the Recitals stated above are true and accurate.

3. Limited Forbearance. Subject to all of the provisions of this Agreement, GECC will forbear from exercising its rights and remedies under the GECC Documents and otherwise with respect to the Existing Defaults and the Enforcement Notice Default, and subject to the terms and conditions of the CF Documents, CF will continue to make advances to Borrower, from May 31, 2005 through July 15, 2005 (the “ Extended Forbearance Period ”) if, and only if, each and all of the following are satisfied timely and continue to be satisfied:

3.1 Scheduled Mandatory Payments Under Consolidation Note .

3.1.1 On or before June 17, 2005, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of an amount equal to One Hundred Thousand Dollars ($100,000.00), all of which amount shall be applied by GECC to reduce permanently the CF Obligations.

3.1.2 On or before July 1, 2005, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of an amount equal to One Hundred Thousand Dollars ($100,000.00), all of which amount shall be applied by GECC to reduce permanently the CF Obligations.

3.1.3 On or before July 15, 2005, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of the entire amount of both the CF Obligations and the EF Obligations, as determined by CF and EF and in accordance with the GECC Documents.

3.1.4 Borrower shall continue to make regularly scheduled payments when due to GECC with respect to the EF Obligations until such time when GECC shall have received payment in full of the entire amount of the EF Obligations, and nothing contained in this Agreement shall be construed to excuse or extend the time or times when such regularly scheduled payments are due.

3.2 Unscheduled Mandatory Payments Under Consolidation Note . Until such time when all of the CF Obligations and all of the EF Obligations are paid in full: Each time Parent receives consideration for Parent’s securities issued pursuant to the Offering (as that term is defined in the Placement Agent Agreement) for the Financing (as that term is defined in the Placement Agent Agreement) (such consideration, “ Placement Proceeds ” ), Parent within one (1) business day of Parent’s receipt of Placement Proceeds shall pay to GECC, in immediately

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available funds, fifty percent (50%) of an amount equal to (such amount, a “ Placement Proceeds Payment ”): (i) the gross Placement Proceeds, (ii) less Midtown Partners’ seven percent (7%) Financing Fee (as that term is defined in the Placement Agent Agreement), (iii) less Midtown Partners’ cash fee of four percent (4%) on the execution of any securities purchased by the investors (as set forth in Section VIII(a)(1) of the Placement Agent Agreement), and (iv) less all costs and expenses incurred by Parent incidental to the advancement and completion of the Offering, including but not limited to state “Blue” Sky” fees, legal fees, printing costs, travel costs, mailing, couriers, and personal background checks. Together with each Placement Proceeds Payment, Parent shall deliver to GECC, in form, content, and detail satisfactory to GECC, (executed and certified by Parent’s authorized representatives) a written report (a “ Placement Proceeds Accounting ”) comprised of: (A) an accounting reflecting Parent’s line item calculations of the amount of the subject Placement Proceeds Payment, and (B) all invoices, receipts, and other documents supporting and evidencing the amounts utilized in such calculations. Parent shall provide GECC with at least five (5) business days’ prior written notice of Parent’s anticipated receipt of Placement Proceeds and the amount thereof.

3.3 Executed Placement Agent Agreement . Parent has delivered to GECC a copy of the fully executed Placement Agent Agreement which is attached hereto as Exhibit A . Parent hereby represents to GECC that: (i) Exhibit A is a true, complete, and accurate copy of the fully executed Placement Agent Agreement, (ii) the Placement Agent Agreement has not been terminated, and (iii) there have been no amendments or modifications to the Placement Agent Agreement. Parent shall diligently pursue the advancement and completion of the Offering (as that term is defined in the Placement Agent Agreement).

3.4 Forbearance Fee . Upon execution and delivery of this Agreement by Borrower and Parent to GECC, Borrower shall pay to GECC, and Parent shall cause Borrower to pay to GECC, and GECC shall have received payment in full, in immediately available funds, of an amount equal to Thirty Thousand Dollars ($30,000.00) as a forbearance fee (the “ Forbearance Fee ” ) for GECC’s agreement to continue to forbear from exercising its rights and remedies under the GECC Documents and to enter into this Agreement. Borrower hereby authorizes and instructs CF to make an advance under the Loan Agreement in order to pay the Forbearance Fee to GECC, and such advance shall constitute a Revolving Credit Loan (as that term is defined in the Loan Agreement).

3.5 Guarantor Consents . Upon execution and delivery of this Agreement by Borrower to GECC, Borrower shall deliver to GECC the Consent And Agreement Of Guarantor forms attached this Agreement duly executed by Johnny Glenn Crawford and Parent, respectively.

3.6 Private Placement Status Reports . Commencing on Monday, June 6, 2005, and continuing on each Monday thereafter, Parent shall deliver to GECC, in form, content, and detail satisfactory to GECC, written reports (executed and certified by Parent’s authorized representatives) describing the status and activity regarding the efforts and results during the previous week with respect to the Private Placement, including but not limited to the following: (i) the number and identity of potential investors to whom Midtown Partners has introduced Parent, (ii) communications, negotiations and other developments between Parent and such potential investors, (iii) the receipt by Parent and content of any executed Subscription

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Documents (as that term is defined in the Placement Agent Agreement), (iv) any amendment or modification of the Placement Agent Agreement, and (v) any termination or notice of termination, whether by Midtown Partners, by Parent or by its own terms, of the Placement Agent Agreement and the date of such termination or noticed termination.

3.7 HBCC Status Reports . Commencing on Monday, June 6, 2005, and continuing on each Monday thereafter, Borrower shall deliver to GECC, in form, content, and detail satisfactory to GECC, written reports (executed and certified by Parent’s authorized representatives) describing the status of the approval process for financing that Borrower is seeking from Healthcare Business Credit Corporation ( “ HBCC ” ), including but not limited to, any decisions by HBCC regarding whether to offer a loan to Borrower. Borrower shall deliver with such weekly reports true, complete, and accurate copies of communications between Borrower and HBCC, including but not limited to, all communications, letters of interest, and commitment letters.

3.8 Lawsuit Status Reports . Commencing on Monday, June 6, 2005, and continuing on each Monday thereafter, Borrower shall deliver to GECC, in form, content, and detail satisfactory to GECC, written reports (executed and certified by Borrower’s authorized representatives) describing any and all actions, communications, negotiations with Pacific Capital, L.P. regarding the Pacific Capital Lawsuit during the previous week, including but not limited to, any settlement proposals, proposed motions, dismissal discussions, and discussions regarding GECC as a defendant in the Pacific Capital Lawsuit.

3.9 Incorporation Of GECC Documents . During the Extended Forbearance Period, and unless expressly modified in this Agreement, Borrower shall comply with and satisfy, and shall continue to comply with and satisfy, all terms, conditions, and requirements of the GECC Documents, all without any waiver of or other effect upon GECC’s continuing rights thereunder and otherwise.

3.10 Resolution Of The Enforcement Notice . With respect to the Enforcement Notice (as defined in the Twentieth Forbearance Agreement), and in order to confirm the status of the Enforcement Notice and that Borrower is using its best efforts to resolve the Enforcement Notice, Borrower agrees to do the following: (i) continue to deliver to CF copies of any documents related to the Enforcement Notice, including, but not limited to, all communications between Borrower and the IRS regarding the Enforcement Notice, with such copies to be delivered to CF simultaneously with their submission by or delivery to Borrower, (ii) arrange for a teleconference(s) between Borrower, an authorized representative of the IRS, and CF to be held at such date(s) and time(s) reasonably requested by CF, to discuss the Enforcement Notice, (iii) hereby expressly authorizes CF to contact the IRS directly regarding the Enforcement Notice; and (iv) commencing on Friday, June 3, 2005, and on each Friday thereafter, to deliver to CF a detailed written report, in form, content, and detail satisfactory to CF (executed and certified by Borrower’s authorized representatives) describing the status of the Enforcement Notice and the Unfunded Payroll Taxes, all appeals, offers, or other actions Borrower has taken with respect to such matters, and of any response(s) or other communications Borrower has received from the IRS. Borrower understands, acknowledges, and agrees that if the IRS takes any action against Borrower or its assets at any time with respect to the Enforcement Notice or otherwise, GECC shall have no obligation to forbear from exercising, and GECC shall be

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entitled to exercise immediately, all of its rights and remedies under the Loan Agreement, the other GECC Documents, and this Agreement.

3.11 Continuing Obligations Regarding Unfunded Payroll Taxes . Borrower’s obligations regarding the Enforcement Notice in Section 3.10 above are in addition to Borrower’s continuing obligation to comply with and satisfy all terms of the Forbearance Agreements regarding the Unfunded Payroll Taxes, all of which remain in full force and effect. In addition to the foregoing, the non-compliance fee in the amount of $5,000 per week provided for in paragraph C.4. of the Fourteenth Forbearance Agreement will continue to accrue during the Extended Forbearance Period, and each such fee will be fully earned and due and payable in full by Borrower to CF on June 6, 2005, and continuing on each Monday thereafter, so long as Borrower has not obtained the release of any and all liens asserted by the IRS against Borrower, and delivered the same to GECC and all accrued and unpaid amounts of the non-compliance fee shall constitute part of the CF Obligations owing from Borrower to CF. In addition to all of the foregoing, Borrower will continue to comply with all requirements of the Forbearance Agreements regarding the Unfunded Payroll Taxes.

3.12 Lockbox Compliance . On or before June 6, 2005, CF will receive from Borrower, in form, content, and detail satisfactory to CF, written confirmation from Borrower (executed and certified by Borrower’s authorized representatives) evidencing and certifying that Borrower is in full compliance with the lockbox provisions of Section 2.3 of the Loan Agreement, and that all payers of Borrower’s Accounts (including, but not limited to, any and all governmental authorities, fiscal intermediaries, and persons or entities acting on their behalf who are payors of Medicare or Medicaid Accounts) are depositing, and will continue to deposit, one hundred percent (100%) of the proceeds of any and all Accounts (the “ Accounts Proceeds ”) directly into the Lockbox Account(s). During the Extended Forbearance Period, i.e., from May 31, 2005 through July 15, 2005, and without altering or affecting in any way any of the foregoing duties and obligations of Borrower, Borrower will deposit one hundred percent (100%) of the Accounts Proceeds received by Borrower directly into the Lockbox Account(s) within twenty- four (24) hours of their receipt by Borrower, and on each Monday commencing on June 6, 2005, and continuing on each Monday thereafter, Borrower will deliver to CF, in form, content, and detail satisfactory to CF, written reports from Borrower (executed and certified by Borrower’s authorized representatives) evidencing and certifying that, during each previous week, one hundred percent (100%) of the Accounts Proceeds were de