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HomeMy WebLinkAbout01-7068FEDERMAN AND PHELAN L.L.P. By: Frank Federman, Esquire Identification No. 12248 One Penn Center ~ Suburban Station, Suite 1400 1617 John F. Kennedy Boulevard Philadelphia, PA 19103-1814 (215) $63-7OO0 Attorney for Plaintiff FT Mortgage Companies, (d/b/a MNC Mortgage Corporation) 8001 Stemmons Freeway Dallas, TX 75247 Leroy E. Stone Or Occupants 1401 Enola Road Carlisle, PA 17013 : Court of Common Pleas : Civil Division : Cumberland County : Term CIVIl, ACTION I E.IECTMENT - 3020 NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for and other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. You should take this paper to your lawyer at once. If you do not have a lawyer or cannot afford one, go to or telephone the office set forth below to find out where you can get legal help. CUMBERLAND COUNTY CUMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE CARLISLE, PA 17013 (717) 249-3166 1. Plaintiffis FT Mortgage Companies, (d/b/a MNC Mortgage Corporation). 2. Defendant is Leroy E. Stone Or Occupants. Plaintiff is the owner of premises located at 1401 Enola Road, Carlisle, PA 17013 legal description of which is attached. Plaintiff became owner of said premises by a Deed from the Sheriff of Cumberland County, which Deed was lodged and settlement made with the Sheriff (Abstract of Title). Plaintiff, by virtue of the above, is the owner of said premises, and is entitled to possession thereof. The defendant is occupying the said premises without fight and so far as the plaintiff is informed, without claim of title. Plaintiffhas demanded possession of the said premises from the said defendant who has refused to deliver up possession of same. WHEREFORE, plaintiff seeks to recover possession of said premises. Premises: 1401 ENOLA ROAD, TOWNSHIP OF NORTH MIDDLETON CUMBERLAND COUNTY PENNSYLVANIA Based upon the examination of evidence in the appropriate public records, Company certifies that the premises endorsed hereon are subject to the liens, encumbrances and exceptions to tide hereinafter set forth. This Certificate does not constitute title insurance; liability hereunder is assumed by the Company solely in its capacity as an abstractor for its negligence, mistakes or omissions in a sum not to exceed Two Thousand Dollars. DESCRIPTION ALL THAT CERTAIN tract of land situate in North Middletown Township, Cumberland County, Pennsylvania, bounded and described as follows: BEGINNING at a point in the center of Pennsylvania Highway Route NO. 944 on the dividing line between Lots Nos. 3 and 4 on the hereinafter mentioned Plan of Lots; thence by said dividing line, South 14 degrees 30 minutes East 402.7 feet to an iron pipe; thence South 79 degrees I1 minutes West 168.35 feet to an iron pipe; thence by the dividing line between Lots Nos. 4 and 5 on said Plan of Lots, North 14 degrees 30 minutes West 392.89 feet to a point in the center of Penn.qylvania Highway Route No. 944 aforesaid; thence by the center of said Road, North 75 degrees 30 minutes Eat 168 feet to the place of beginning. BEING Lot No. 4 on the Plan of Lots of Mary G. Ronan, as recorded in the Office of the Recorder of Deed for Cumberland County in Plan Book 25, page 20. BEING Tax Parcel #29-05-0427-03E. VERIFICATION Frank Federman, Esquire hereby states that he is the Attorney for the Plaintiff in this matter, that he is authorized to take this Verification, and that the statements made in the foregoing Civil Action in Ejectment are tree and correct to the best of his knowledge, infomiation and belief. The undersigned understands that this statement is made subject to the penalties of 18 Pa, C.S. Sec. 4904 relating to unsworn falsification to authorities. Date: ~Pl'itomey for Plai~ti'ff FEDERMAN AND PHELAN BY: FRANK FEDERMAN IDENTIFICATION NO. 12248 One Penn Center ~ Suburban Station, Suite 1.400 1617 John F. Kennedy Boulevard Philadelphia, PA 19103-1814 (215) 563-7000 ATTORNEY FOR PLAINTIFF FT MORTGAGE COMPANIES (D/B/A MNC MORTGAGE CORPORATION) COURT OF COMMON PLEAS CIVIL DIVISION vS LEROY E. STONE OR OCCUPANTS 1401 ENOLA ROAD CARLISLE, PA 17013 No. 01-7068 CIVIL TERM CUMBERLAND County PRAECIPE FOR .H~I~GMENT IN E.W, CTMENT TO THE PROTHONOTARY: Kindly enter Judgmem in Ejec~ment in favor of the Plain~Lff, FT MORTGAGE COMPANIES (D/B/A MNC MORTGAGE CORPORATION) and against the Defendant(s) LEROY E. STONE and OR OCCUPANTS for possession of premises 1401 ENOLA ROAD, CARLISLE, PA 17013 for failure to file an Answer within twenty (20) days of service. I hereby certify that according to Rule 237.1, written 10 day notice of Plaintiffs intention to file a pmecipe for Entry of default Judgment was mailed to Defendant(s), a true and correct copy of which is attached hereto. Default Judgment entered as indicated above. DATE FEDERMAN AND PHELAN, L.L.P By: Frank Federman, Esquire Identification No. 12248 One Penn Center @ Suburban Station, Suite 1400 1617 John F. Kennedy Boulevard Philadelphia, PA 19103-1814 ry. ~n t~n~nt~f~d_nh~-?~_e~m FT Mortgage Companies, (d/b/a MNC Mortgage Corporation) Leroy E. Stone Or Occupants Attorney for Plaintiff COURT OF COMMON PLEAS CIVIL DMSION CUMBERLAND COUNTY No. 01-7068-CIVIL TERM TO: Leroy E. Stone Or Occupants 1401 Enola Road Carlisle, PA 17013 DATE OF NOTICE: .Iann9ry ! 6: 20(}? THIS NOTICE IS SENT TO YOU IN AN ATTEMPT TO COLLECT A DEBT AND ANY INFORMATION OBTAINED FROM YOU WILL BE USED FOR THAT PURPOSE. You are in default because you have failed to enter a written appearance personally or by attorney and file in writing with the court your defenses or objections to the claims set forah against you. Unless you act within ten (10) days fi:om the date of this notice, a Judgment may be entered against you without a heating and you may lose your property or other important rights. You should take this notice to a lawyer at once. If you do not have a lawyer or cannot afford one, go to or telephone the following office to find out where you can get legal help: CUMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE CARLISLE, PA 17013 (717) 249-3166 ~-~Attomey f~ntiff~ O~'?~'x FEDERMAN AND PHELAN L.L.P. BY: FRANK FEDERMAN IDENrlFICATION NO. 12248 One Penn Center Plaza ~ Suburban Station, Suite 1400 1617 John F. Kennedy Boulevard Philadelphia, PA 19103-1814 (215) 563-7000 FT MORTGAGE COMPANIES (D/B/A MNC MORTGAGE CORPORATION) ATTORNEY FOR PLAINTIFF COURT OF COMMON PLEAS CIVIL DIVISION vs LEROY E. STONE OR OCCUPANTS 1401 ENOLA ROAD CARLISLE, PA 17013 No. 01-7068 CIVIL TERM CUMBERLAND County VF. RII~ICATION OF .NON-MH ~ITARV gl~.l~VICE FRANK FEDERMAN, ESQUIRE, hereby verifies that he is Attorney for Plaintiff in the above captioned matter, and that on information and belief, he has knowledge of the following facts, to wit: (a) That the defendant(s) is/are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940, as amended. ' (b) That defendant LEROY E. STONE Or occupants, is over 18 years of age, and resides at 1401 ENOLA ROAD, CARLISLE, PA 17013. This statement is made subject to the penalties of 18 PA. C.S.S 4904 relating to unsworn falsification to authorities. ~'"Attorney fo~ PRAECIPE FOR WRIT OF POSSESSION COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND FT MORTGAGE COMPANIES (D/B/A MNC MORTGAGE CORPORATION) COURT OF COMMON PLEAS CWIL DIVISION vs LEROY E. STONE OR OCCUPANTS 1401 ENOLA ROAD CARLISLE, PA 17013 No. 01-7068 CIVIL TERM CUMBERLAND County PRAECIPE FOR WRIT OF POSSESSION TO THE PROTHONOTARY: Issue Writ of Possession in the above matter for possession of.' 1401 ENOLA ROAD, CARLISLE, PA 17013 **PLEASE SEE THE ATTACHED LEGAL DgSCRIPTION*** Being Known as No. 1401 ENOLA ROAD ~,.~"ATTORNEY OF, OF, OF, OF, OF, OF,~PL A I N T I F F , '*IR/q' OF ?O$,SE$$1ON ' Ejec~=en~ Proceedings PRC P 3180 - 3 I65 FT MORTGAGE COMPANIES ~ --- ,..~' iq.=__: COU.~T OF CO.>.£:,[OX aL£A8 CF (d/b/a MNC MORTAGE CORPORATION) LEROY E. STONE OR OCCUPANTS .Vo. __O_!rZp_6_S__q!y_%L_3_E__m3__ ......... r_.--.= 20_ ..... .~'o ................................ T~ 20_ ..... A::'? ................................ % = =1=0_0_ ._7_ _5_ _ _ Pt'fl ~ . ............................ $ ........... 1.00 ? ,"o~."- F ............................. ~ COU.~ ~--Y OF CUMBERLAND To :he 5he~ of ................................... Ceunr..', FT MORTGAGE COMPANIES (d/b/a MI~C MORTGAGE CORPORATION) .......................................................................................... b~£m~ {P.'e----Jse~$.~fo~ow~): 1401 ENOLA ROAD CARLISLE, PA 17013 Cur~-is R. Long C~_~T ~ c--,,~ed ~e ~i~i~ .~.-ne~. .PT Hor.t~g_a~e. Com_~anies, .d/__b/.a HNC Hortg.age Corgoratio~ :o PA~ 17013 Sheriff's Costs: Advance Costs: 150.00 .......................................................... ~5~5~-~iT [~-§ --Cb-s-~ ~-f ?~: 8~] .............. Docketing: $ 18.00 76.11 Prothonotary 1.O0 Refunded to Atty on 3/1/02' M_i ]ag~ ............ _3_, .4_5. ........................................................................... Possession 30.00 Surcharge 20.00 V JNVA~%~ N N~d 73.89 THOMAS A. SPECK Plaintiff SEBASTIAN GZ. TRISCARI Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION : LAW AND EQUITY : No. 2001-7068 KENNETH STEPHAN Additional Defendant · PRAECIPE TO ENTER APPEARANCE FOR PLAINTIFF TO THEPROTHONOTARY: Please enter the appearance of Mark K. Emery, Esquire as counsel for the Plaintiff, Thomas A. Speck. DATE: Mark K. Emery, Esq Supreme Court I.D. 72787 410 North Second Street Harrisburg, PA 17101 (717) 238-9883 Attorney for PLaintiff CERTIFICATE OF SERVICE AND NOW, this 9th day of May, 2002, I Mark K. Emery, Esq. do hereby state that I have served the foregoing Praecipe to Enter Appearance For Plaintiff by United states first class mail, addressed as follows: Barbara Sumple-Sullivan, Esquire 549 Bridge Street New Cumberland, PA 17070 LAW OFFICES OF MARK K. EMERY Mark K. Emery THOMAS A. SPECK Plaintiff SEBASTIAN G.Z. TRISCARI Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION LAW AND EQUITY No. 2001-7068 KENNETH STEPHAN Additional Defendant · ANSWER OF PLAINTIFF TO DEFENDANT'S PETITION FOR POSSESSION OF COLLATERAL IN ACCORDANCE WITH SECURITY AGREEMENT ASSIGNMENT AND NOW, comes the Respondent, Thomas A. Speck, by and through his attorney, Mark K. Emery, Esquire, and files this Answer to Petition for Possession of Collateral in Accordance with Security Agreement Assignment, as follows: 1. Admitted 2. Admitted as to the address of Respondent and his occupation. Paragraph 2 is denied to the extent of its baseless allegation that respondent is in any way utilizing any assets of Triscari Video Services. Such allegation lacks any reasonable foundation and is asserted in bad faith. 3. Admitted that the Complaint was filed on December 18, 2001. Paragraph 3 is denied to the extent that it attempts to aver that the Complaint was filed in response to Petitioner's claim to equipment. Rather, the Complaint was filed due to Petitioners refusal to provide an accounting of the equipment within his possession, refusal to provide funds to enable a CPA to prepare a final accounting, and due to Petitioners misfeasance and malfeasance, a more fully set forth in the Complaint. Admitted that Defendant filed Preliminary Objections, and that Plaintiff's prior counsel improperly listed those objections for argument court. Since such time Plaintiff has filed an Amended Complaint and the matter has been removed from the May Argument Court. No responsive pleading of Defendant has been filed as of this time. Admitted. Denied as a legal conclusion. Plaintiff incorporates the Amended Complaint fully herein. Denied. Plaintiff's attempts have been made impossible due to Defendants failure to provide an accounting of the Partnership assets he has in his possession. Further, Defendant refused to pay his proportionate share to engage a CPA to review the Partnership accounts. Defendants Preliminary Objections to the Complaint also foreclosed Plaintiff's ability to pursue the equitable claims asserted in the original Complaint. Defendant has failed and refused to respond to formal discovery, namely Interrogatories and Requests for Production of Documents, served upon Defendant on February 13, 2002. Defendant's answers to such discovery are now over two months overdue. Defendant has also refused to submit this matter to arbitration before a mutually selected accountant or other qualified arbitrator, despite Plaintiff's request 10. 11. 12. 13. 14. to do so, and allow such independent arbitrator to fully resolve this dispute and dissolve the Partnership. Lastly, any Partnership assets in Plaintiffs possession have been fully maintained and safeguarded. Denied. The note and security agreement is a writing, which speaks for itself. Denied. The modification is a writing, which speaks for itself. Admitted. Admitted in part, denied in part. It is admitted that certain of the inventory are in Plaintiff's possession. It is denied that all of the items on Exhibit "C" are in Plaintiff's possession. In particular, the following items claimed to be in Plaintiff's possession are actually in Defendant's possession, or were last known to be in Defendant's possession. Said items are identified by number as set forth in Defendant's Exhibit "C". 1. Davisand Stanford Rolling Tripod Charging Station 6. Canare patchbay 7. 500 MHZ AMD System 9. Sony N0-4000 Rechargeable Battery Pack Denied as a legal conclusion. By way of further response, Defendant does not identify this "camera", thereby not allowing a complete response. Denied. See Paragraph 11 incorporated fully herein. Admitted in part, denied in pad. It is admitted that the full line of credit was advanced by the Partnership. It is specifically denied that Defendant was not fully aware of not only this, but of all financial matters affecting the Partnership. 15. Denied as stated. Plaintiff had no duty to satisfy the monies due as that was a Partnership debt. It is admitted that, due to Defendant's misfeasance and malfeasance (as more fully set forth in the Amended Complaint), the Partnership did not have liquid funds to retire the Commerce Bank debt. 16. Admitted that Commerce made demands upon the Partnership for payment. Plaintiff incorporates paragraph 15 fully herein. 17. Admitted that Defendant made payment to Commerce. The remainder of paragraph 17 is denied as the assignment identified as Exhibit "D" is a writing, which speaks for itself. 18. Admitted that Defendant has requested certain partnership assets from Plaintiff. 19. Admitted that no assets were provided to Defendant, as he is not entitled to possession of such assets. Defendant's request for this equitable relief is barred by the doctrine of unclean hands. Further, Defendant's request for relief is subject to the issues, and resolution of those issues, asserted in Plaintiff's Amended Complaint. 20. Denied. It is specifically denied that Plaintiff is in any way utilizing the Partnership assets for his sole benefit. Such allegation is without merit, is averred in bad faith, and is fabricated solely in an attempt to create an exigent circumstance to support the Petition. 21. Denied as a conclusion of law. WHEREFORE, Plaintiff respectfully requests this Honorable Court deny Defendant's Petition, and award Plaintiff all costs and attorney's fees incurred. NEW MATTER 22. Defendant has retained in his possession partnership equipment valued at over the amount he paid to Commerce. 23. Defendant has refused to account for the Partnership assets he has retained, and failed and refused to respond to written discovery requests to identify such assets. 24. Defendant has, at least, in his possession an Alta Centaurus video effects machine and Canare patchbay. 25. The above items are valued together at $11,500.00. 26. Defendant's request for equitable relief is barred by the doctrine of unclean hands. WHEREFORE, Plaintiff respectfully requests this Honorable Court deny Defendant's Petition, and award Plaintiff all costs and attorney's fees incurred. Respectfully submitted, THE LAW OFFICES OF MARK K. EMERY By: ~ark K. Emery, Esquir Supreme Court I.D. # 72787 410 North Second Street Harrisburg, PA 17101 717-238-9883 VERIFICATION I, Mark K. Emery, Esquire, hereby verify that the information contained therein is true and correct to the best of my knowledge, information and belief, based upon information provided to me by Thomas A. Speck. The verification of Mr. Speck could not be obtained in the period set for a response, and will be provided hereafter. I understand that false statements herein are subject to the penalties of 18 Pa.C.S. § 4904 relating to unsworn falsification to authorities. DATE: CERTIFICATE OF SERVICE AND NOW, this 28th day of May, 2002, I, Mark K. Emery, Esquire do hereby certify that I have served the foregoing Answer to Petition for Possession of Collateral in Accordance with Security Agreement Assignment by mailing a true and correct copy via United States first class mail, addressed as follows: Barbara Sumple-Sullivan 549 Bridge Street New Cumberland, PA 17070 LAW OFFICES OF MARK K. EMERY Mark K. E~'-ery THOMAS A. SPECK Plaintiff V. SEBASTIAN G.Z. TRISCARI Defendant V. KENNETH STEPHAN Additional Defendant : : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION : LAWAND EQUITY No. 2001-7068 NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are serve, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 717-249-3166 THOMAS A. SPECK Plaintiff SEBASTIAN G.Z. TRISCARI Defendant KENNETH STEPHAN Additional Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : CIVIL ACTION : LAW AND EQUITY No. 2001~7068 NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are serve, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 717-249-3166 THOMAS A. SPECK, SEBASTIAN G.Z. TRISCARI, Plaintiff, Defendant. KENNETH STEPHAN, Additional Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW AND EQUITY NO. 01-7086 AMENDED COMPLAINT AND NOW comes the Plaintiff, by and through his attorney, Mark K. Emery, Esquire, and files this Amended Complaint, as follows: 1. Plaintiff, Thomas A. Speck, is an adult individual residing at 4408 Carlisle Pike, Cumberland County, Camp Hill, Pennsylvania. 2. Defendant, Sebastian G.Z. Triscari, is an adult individual residing at 9 Southwatch Lane, Silver Springs, Cmnberland County, Pennsylvania, with a business address of 59 Central Boulevard, Camp Hill, Cumberland County, Pennsylvania. 3. Plaintiff and Defendant were, at all times relevant to this Complaint, 50/50 partners in Tri-Video Services, which had an address for conducting business at 55-B Central Blvd., Camp Hill, Pennsylvania. (hereinafter referred to as the "Office Space"). 4. On January 1, 2000 a parmership agreement was entered into between the Plaintiff and the Defendant for the purpose of establishing Tri-Video Services. A true and correct copy of the partnership agreement is attached hereto as Exhibit "A" (hereinafter "Partnership -1- 10. 11. 12. Agreement"). The business purpose of the Partnership was to provide videotaping services for weddings, recitals, school activities, sporting events, seminars and other special events. In addition, the Partnership offered editing and reproduction of existing videotape. During all times relevant to this Amended Complaint, defendant was the owner and operator of Triscari Productions, Inc. The Partnership Agreement provided, inter alia, that, as capital contributions to the Partnership, Plaintiff was to pay for materials in the amount of $500 and contribute his labor to renovate the Office Space. Pursuant to the Partnership Agreement Defendant was to provide a Partnership web site and technical services in maintaining the Partnership equipment. On February 29, 2000 Plaintiff and Defendant entered into a revised partnership agreement (hereinafter "Revised Partnership Agreement"). A true and correct copy of the Revised Partnership Agreement is attached hereto as Exhibit "B." Pursuant to the Revised Partnership Agreement, Defendant was to contribute equipment to the Partnership including, cameras, tripods, light kits, audio, Hi-8, half inch VHS/SVHS and three quarter inch editing equipment, electronics racks, monitors, cables and the like. Defendant estimated that the value of the above-stated equipment totaled $95,000. See, the true and correct copy of the Partnership inventory list attached hereto as Exhibit "C." Plaintiff believes and therefore avers that the actual value of the items enumerated in Exhibit "C" was much less than $95,000. -2- 13. 14. 15. 16. 17. 18. 19. 20. The Revised Parmership Agreement states that the Partnership will pay Plaintiff, as its general manager, an annual salary of $41,500 per year. In breach of this Agreement the Partnership Plaintiff has been paid only twenty thousand ($20,000.00) dollars. On at least three occasions, Defendant was paid commissions on referrals he was not entitled to. Said unearned referrals relate to jobs for Messiah College, Everest and Adds on Wheels. (Copies of the checks made out to Defendant for these unearned commissions are in the possession of Defendant) Defendant has taken equipment from the inventory of the Partnership without accounting for it, namely a Canare Patchbay and an Alta Centaurus editing equipment. Defendant removed a videotape from the premises of the Partnership, said videotape containing valuable materials regarding an individual claiming to be a disciple of Jesus Christ. It is believed and, therefore, averred that Defendant has sold or otherwise utilized the tape for his own personal gain. It is believed and, therefore, averred that Defendant has removed other additional items from the Partnership inventory on other occasions without accounting for them. The exact identity of these items is unknown at this time as Defendant has refused to identify the partnership property in his possession. On at least one occasion Defendant had the Partnership perform work which he would later characterize as his own personal enterprise, thereby denying the partnership revenue derived from such work. Such occasion involved the usurpation of a job filming a -3- 21. 22. 23. 24. 25. 26. 27. 28. barbershop quartet in Hershey. Defendant failed to maintain the Office Space in a maimer that allowed for an efficient operation of the Partnership, and required Plaintiff to personally expend monies for necessary repairs. In October of 2000, the Partnership added Ken Stephan, D.O., as a 5% partner for the sum of $10,000. A true and correct copy of the Investor Agreement joining Dr. Stephan as a 5% partner is attached hereto as Exhibit "D" ( hereinafter "Investor Agreement"). Dr. Stephan's 5% interest in the Partnership was transferred to Thomas Speck on December 14, 2001. See the attached Assignment Agreement attached hereto as Exhibit Plaintiff has advanced approximately nine thousand ~ $9,000.00) dollars to the partnership for purchase of equipment and coverage of Partnership expenses. Copies of all receipts or invoices evidencing such advances are in Defendant's possession. Commencing shortly after May 2000, Defendant failed to refer business to the Partnership as was orally agreed to between the Plaintiff and the Defendant at the outset of the Partnership, and as memorialized in the Partnership's business plan. It is further believed and, therefore, averred that Defendant discouraged individuals from using the Partnership. It is believed, and therefore averred, that Defendant discouraged at least two individuals, Charles Schultz and Charlie "Tremendous" Jones, from utilizing the Partnerships services. It is believed and, therefore, averred that Defendant engaged in making false and -4- 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. misleading statements concerning the Partnership and Plaintiff, personally, with the intent of causing a loss of business to the Partnership and Plaintiff, personally. Defendant misidentified himself as Plalntiffto at least one client, Mary Gross, in order to usurp a Partnership opportunity for the benefit of his own business. It is further believed and, therefore, averred that Defendant's motivation in refusing to refer work to the Partnership was to induce Plaintiff into doing construction work on his personal property. Defendant implied that unless Plaintiff was willing to do construction work for him, the Partnership would receive no referrals from himself. By December of 2000, the Partnership began to suffer from a lack of work due to Defendant's breach of his agreement to provide referrals, and his wrongful conversion and dissipation of Partnership assets. Due to the loss of revenue, the Partnership could no longer afford to pay rent. Thereafter, the Partnership's operations were moved to PlaintiWs residence. Defendant agreed and approved of the moving of the office, and a portion of the Partnership assets, to PlalntiW s residence. Defendant retained possession of the remaining inventory and assets of the Partnership, and has retained such assets to this day. The Plaintiff has attempted to carry on the affairs of the Partnership to the best of his ability with the limited equipment and resources remaining. In reliance on Defendant's misrepresentations conceming his desire to properly conduct the Partnership, Plaintiff moved his family to the Cumberland County Pennsylvania area at great expense to himself. COUNT I DISSOLUTION OF PARTNERSHIP 39. The Plaintiffhereby incorporates by reference Paragraphs 1 through 38 with the same force and effect as if set forth at length. 40. Due to the Defendant's conduct described herein, the Plaintiff now seeks a judicial decree dissolving the Partnership pursuant to 15 Pa.C.S. {} 8354. WHEREFORE, the Plaintiff demands a judgment in his favor against Defendant, Sebastian Triscari, in the form of a decree of dissolution of the Partnership, Tri-Video Services, thereby setting a date certain of Partnership dissolution, and such other relief as the court may deem appropriate. COUNT II ACTION FOR ACCOUNTING PURSUANT TO Pa.R.C.P NO. 1530 AND TO INSPECT BOOKS AND RECORDS PURSUANT TO 15 Pa.C.S. l~ 8335 41. The Plaintiffhereby incorporates by reference Paragraphs 1 through 40 with the same force and effect as if set forth at length. 42. Due to the Defendant's wrongful conduct described herein, including dissipating, misappropriating, conversion and overvaluing Partnership assets, Plaintiff is entitled to an accounting of the Partnership, including but not limited to an accounting by Defendant of: (a) All funds acquired through the improper use of partnership property; (b) The true value of all Partnership assets provided by Defendant; (c) The conversion or use of all Partnership property for personal profit or -6- gain; (d) All commissions improperly obtained from the Partnership; (e) All partnership equipment in his possession, or that he has sold, discarded or otherwise converted. WHEREFORE, Plaintiff demands judgment in his favor and against Sebastian Triscari and for an Order directing Defendant to produce all Parmership books and records for inspection pursuant to Pa.C.S. § 8335, account for all of the transactions, dealings, assets and liabilities of Tri-Video Services and such other relief that the Court deems just and proper. COUNT III APPOINTMENT OF RECEIVER 43. The Plaintiff hereby incorporates by reference Paragraphs 1 through 42 with the same force and effect as if set forth at length. 44. Based upon the wrongful conduct of Defendant ,as set forth above, the immediate appointment of a receiver as contemplated by 15 Pa.C.S. § 8359 is necessary to safeguard the remaining assets of the Partnership and to prevent the Defendant from further dissipating those assets. 45. The relief sought by the Plaintiff in this matter is emergent in nature in that the Plaintiff and the Partnership will suffer irreparable harm if the Defendant is permitted to continue dissipating the assets of the Partnership. WHEREFORE, Plaintiff demands judgement in his favor and against the Defendant in the form of the Appointment ora Receiver with such powers and duties as this Court may from time to time direct as necessary to preserve the remaining assets of Defendants wherever situated now in the possession and control of the Defendant and the Plaintiff. COUNT 1V BREACH OF FIDUCIARY DUTY 46. The Plaintiff hereby incorporates by reference Paragraphs 1 through 45 with the same force and effect as if set forth at length. 47. As an original equal partner of Tri-Video Services, the Defendant owes a fiduciary duty to the Partnership and to his partner, Thomas Speck. 48. The Defendant breached his fiduciary duty, as set forth herein, by, (a) failing to provide business references to the Partnership; (b) converting Partnership property to his own use; (c) overvaluing the assets he provided to the Partnership; (d) improperly receiving commissions to which he was not entitled; (e) usurping Partnership opportunities for his own personal gain; WHEREFORE, Plaintiff demands judgment in his favor and against Defendant for an amount in excess of the jurisdictional limit for arbitration, together with interest and costs, punitive damages, and such other and further relief as the Court deems just and proper. 49. 50. COUNT V BREACH OF PARTNERSHIP AGREEMENT The Plaintiff hereby incorporates by reference Paragraphs 1 through 48 with the same force and effect as if set forth at length. The Partnership Agreement and the Revised Partnership Agreement are attached hereto as -8- 51. Exhibits "A", and "B" respectively. The wrongful conduct of the Defendant described herein is a breach of the Partnership Agreement and the Revised Partnership Agreement in the following particular respects: (a) (b) (c) (d) (e) (f) overvaluing the assets provided to the Partnership, and thereby not providing the value as promised; failing to provide suitable office space; failing to provide a web site, or its design and hosting; overcharging for utilities; failing to provide references and/or usurping Partnership opportunities for his own personal gain; failing to act with good faith and fair dealing. WItEREFORE, Plaintiff demands judgment in his favor and against Defendant for an amount in excess of the jurisdictional limit for arbitration, together with interest and costs, and such other and further relief as the Court deems just and proper. COUNT VI TORTIOUS INTERFERENCE WITH PROSPECTIVE BUSINESS RELATIONS 52. The Plaintiff hereby incorporates by reference Paragraphs 1 through 51 with the same force and effect as if set forth at length. 53. Rather than refer certain prospective clients to the Partnership, had the services performed by Triscari Productions. 54, It is believed and therefore averred that Defendant's purpose and/or intent was to financially harm Plaintiff by lowering the income of the partnership, thereby lessening -9- Plaintiff's partnership draw. 55. Defendant lacked any privilege or justification for these actions. 56. Due to the decrease in the gross revenue of the Parmership, Plaintiffhas been damaged as his partnership interest is thereby devalued. WHEREFORE, Plaintiff demands judgment in his favor and against Defendant for an amount in excess of the jurisdictional limit for arbitration, together with interest and costs, punitive damages, and such other and further relief as the Court deems just and proper. COUNT VII COMMERCIAL DISPARAGEMENT 57. The Plaintiff hereby incorporates by reference Paragraphs 1 through 56 with the same force and effect as if set forth at length. 58. Defendant made unU'ue statements of fact disparaging both the Partnership and Plaintiff. 59. Defendant continuously referred to Plaintiff in derogatory terms in the presence of both his staffand customers of Triscari Productions. 60. As Triscari Productions was to be the primary source of referrals to the partnership, such comments negatively impacted the Partnerships ability to secure such referrals. 61. Defendant possessed no privilege to make such untrue statements. 62. Plaintiff has suffered direct financial loss through the Partnerships loss of business. WHEREFORE, Plaintiff demands judgment in his favor and against Defendant for an amount in excess of the jurisdictional limit for arbitration, together with interest and costs, punitive damages, and such other and further relief as the Court deems just and proper. 63. 64. COUNT VIII MISREPRESENTATION The Plaintiff hereby incorporates by reference Paragraphs 1 through 62 with the same force and effect as if set forth at length. The Defendant made negligent and careless misrepresentations to the Partnership and Thomas Speck personally, to wit: 65. 66. 67. 68. statements made in the Parmership Agreement and the Revised Partnership Agreement regarding the value of the Defendant's capital contributions to the Partnership Defendants willingness and/or ability to provide the matters promised under the Agreements; oral statements made to Thomas Speck personally regarding his good intentions to create a Partnership and to refer business to the Partnership, which would directly affect Mr. Speck personally. written statements made when the parmership was originally formed indicating that the potential income for the Parmership would be between $48,000 to $180,000 in its first year while its projected income in the second year would be $250,000. A true and correct copy of original income projections is attached hereto as Exhibit "F." The Plaintiff understood the Defendant's negligent misrepresentations as factually accurate and relied on the statements to his detriment. Defendant knew, or reasonably should have known, that Plaintiff would rely upon such misrepresentations in entering into the Partnership. Plaintiff justifiably relied upon the negligent misrepresentations in entering into the Partnership. The Defendant has suffered damage in relying on these misrepresentations in that he -11- moved his entire family to the area for the sole purpose of conducting the business of the Partnership, forewent other employment opportunities in the belief the Partnership could and would produce the salary promised to him, through the loss of his Partnership contributions and through the loss of the Parmerships reasonably expected revenue and income. WHEREFORE, Plaintiff demands judgment in his favor and against Defendant for an amount in excess of the jurisdictional limit for arbitration, together with interest and costs, punitive damages, and such other and further relief as the Court deems just and proper. 69. 70. 71. 72. 73. COUNT IX FRAUD The Plaintiff hereby incorporates by reference Paragraphs 1 through 67 with the same force and effect as if set forth at length. Defendant made material misrepresentations regarding the transfer of ownership of certain assets to the Partnership. Such misrepresentations include statements contained in Exhibits A through D herein and within the Business Plan issued by the Partnership, and verbal statements made by Defendant to Plaintiff during the formation of the Partnership. Defendant knew, or reasonably should have known, that such statements were false when made. Defendant knew that Plaintiff would justifiably rely on such misrepresentations in entering into the Partnership, and further devoting his time and financial resources to the Partnership. -12- 74. Plaintiff has been damaged by Defendant's fraud in the nature of loss of value of his Partnership interest, lost revenue that would have been generated by the Partnership absent Defendant's fraud, and loss of his investment into the Partnership. WHEREFORE, Plaintiff demands judgment in his favor and against Defendant for an amount in excess of the jurisdictional limit for arbitration, together with interest and costs, punitive damages, and such other and further relief as the Court deems just and proper. Respectfully submitted, THE LAW OFFICES OF MARK K. EMERY DATE: By: 410 North Second Street Harrisburg, PA 17101 717-238-9883 Attorney for Plaintiff -13- VERIFICATION I, Thomas A. Speck, hereby verify that I have read the foregoing Second Amended Complaint and that the information contained therein is true and correct to the best of my knowledge, information and belief, understand that false statements herein are subject to the penalties of 18 Pa.C.S. § 4904 relating to unsworn falsification to authorities. DATE: PRELIMINARY AGREEMENT RE: Triscari Video 55 Central Blvd. Services (TVS) Camp Hill, PA 17011 Established - Jan 1, 2000 Re-negotiation - prior to Jan 1, 2001 PARTIES: Partner/Producer ....... Thomas A. Speck Partner/Specialist ...... Sebastian Triscari CONTRIBUTIONS: Thomas A. Speck, Materials and Labor to renovate office space at 55 Central Blvd., Camp Hill, Labor to set up equipment and work areas, Oversee planning, production & marketing of video services related to but not limited to, Collaborations with Triscari Productions or others, Approved projects over $5,000.00 or any under, Special events such as Weddings & Recitals, Film or picture transfers with or without sound, Inventory and other documentation recordings, page 1 PRELIMINARY AGREEMENT CONTRIBUTIONS: (continued) Sebastian Triscari Office spaces at 55 Central Blvd., Camp Hill Equipment including- Cameras, tripods, light kits, audio, Hi-8, 1/2" VHS/SVHS & 3/4" editing, electronics racks, monitors, cables, etc., Web site, design and hosting, Technical services and editing software, MUTUALLY AGREED: That both parties accept this preliminary agreement as an outline of a proposed business relationship between Triscari Productions Inc. and the proposed Triscari Video Services and that a contractual agreement be established between the two entities on or about 3/1/2000. Effective 1/1/2000, In consideration of the proposed partnership T.V.S. is to pay Triscari Productions Inc. the following: $40.00 per month for utilities 50% of it's profit. page 2 PRELIMINARY AGREEMENT MUTUALLY AGREED: (continued) Sebastian Triscad agrees to reimburse Thomas A. Speck for costs of renovations to the office space if the described business relationship is terminated, by either party, prior to 3/1/2000. Effective 3/2000, Under contract T.V.S. is to pay: $40.00 per month for utilities $400.00 per month for office rent $100.00 per month for Equip. lease 30% of it's profit Thomas A. Speck agrees to a two (2) year non-compete agreement within a 60 mile radius of Camp Hill, PA. Sebatian Triscari Triscari Productions Inc. Thomas A. Specl~ / Triscari Video Services page 3 REVISED PRELIMINARY AGREEMENT RE: Triscari Video Services 55-B Central Blvd. Camp Hill, PA 17011 Established - Jan 1, 2000 Revised - February 29, 2000 Re-negotiation - prior to Jan 1, 2001 PARTIES: Partned Manager ...... Thomas A. Speck (50% interest) Partner/Associate ..... Sebastian Triscari (50% interest) MUTUALLY AGREED: That both parties accept this revised preliminary agreement as a current outline of a proposed business relationship between Sebastian Triscari representing Triscari Productions Inc. and Thomas A. Speck representing the newly created Triscari Video Services and that a contractual agreement be established between the two parties in May, 2000. PA GE 1 REVISED PRELIMINARY AGREEMENT In consideration of the agreement Thomas Speck agrees to the following work and contributions to the offices owned by Sebastian Triscari at 55-B Central Ave. Camp Hill, PA. Purchase $500.00 of building materials for renovations, Provide labor to renovate and paint office space and to set up equipment and work areas (approx. 4 weeks = $2,500.), Deliver office furniture and custom tops valued at $2,000.00, Provide the following computer components for an editing system; 450MHz tower system with 128 MB of RAM, AGP video card, 24X CD rom, 3 1/2" floppy, stereo speakers, modem, keyboard, mouse, pad, (1) 2 Gig. boot drive, (1) temporary 13 Gig. write to drive, labor & Windows 98. Total contribution valued at approximately $1,000.00. Description of duties of Thomas A. Speck: Oversee planning, production & marketing of video services related to but not limited to, Special events such as Weddings & Recitals, Film or picture transfers with or without sound, School events such as sports or' the arts, Inventory and other documentation recordings, Approved projects over $10,000.00 or any under, Collaborations with Triscari Productions or others, PA GE 2 · REVISED PRELIMINARY AGREEMENT In consideration of the agreement Sebastian Triscari agrees to the following contributions to Triscari Video Services, Provide said office space for use by Triscari Video Services, To facilitate use of equipment by Triscari Video Services including- Cameras, tripods, light kits, audio equip., Hi-8, 1/2" VHS/SVHS & 3/4" editing, electronics racks, monitors, controllers, cables, etc., Technical services to oversee the connecting of equipment and components so as to assure their proper functioning, Provide the following computer components for an editing system; video capture board, hard drive and $500.00 to purchase (2) 2'1" svga mo, nitors and cables, etc.., to complete a working system. Total contribution approx. $1,000.00, Development and animation of Triscari Video Services logo as well as multi-page Web site design and hosting, Triscari Productions to purchase office furniture and desk tops, delivered by Thomas Speck, at a cost of $2,000.00, To extend to Triscari Video-Services $2,500.00 in operating capital as an interest free loan. The loan is to be paid back in $500. installments. One installment will be due during each of the first'five months that Triscari Video Services exceeds $10,000.00 in business during the month. PAGE 3 · REVISED PRELIMINARY AGREEMENT Furthermore, it is mutually understood and agreed that, Triscari Video Services shall pay an annual salary of $41,500.00 to Thomas Speck as general manager, Triscari Video Services shall pay Sebastian Triscari $500.00 per month as rent for office facilities, to begin April, 2000, Triscari Video Services shall split it's profits between Sebastian Triscari and Thomas Speck, 50% to both, It is understood that the completed editing system and office computers shall be the property of Triscari Video Services, Triscari Video Services will pay a fiat 10% commission to Sebastian Triscari on procl, uctions, over $2,500.00, generated by him and his efforts, Triscari Productions Inc. shall pay a flat 10% commission to Thomas Speck on productions generated by his efforts, Sebastian Triscari agrees to reimburse Thomas A. Speck for costs of materials to renovate office space if the described business relationship is terminated, prior to 5/1/2000, Thomas. Speck will agree to a nOn-compete agreement. Sebastian Triscari omas A. Spec_~r Triscari Productions Inc. Triscari Video SerVices PA GE 4 TRISCARI VIDEO SERVICES 55-B Central Boulevard Camp Hill, PA 17011 (717)-909-0745 INVENTORY UNIT #1 CAMERA Batteries Charging Station Wise Guy charger & AC converter Miller Tripod & case Miller L.W. Dolly JVC TM41AU mini color field monitor SONY 3 ccd (w) Hi 8 DXC-325 & case (3) $7,400. $285. $150. $120. · $1,750. $250. $200. UNIT #2 SONY DXC-M3A & case SONY 3/4 BVU-150 Field deck Batteries (2) Anton Bauer charger & charging adapter JVC AC Power adapter Quickset Tripod D-2 Rolling Base Panas'onic Quintrix II Color field monitor Supply of 3/4" sm. tapes Page 1 $3,500. $4,500. $150. $500. $2O0. $200. $50. $150. $500. INVENTORY continued UNIT #3 (lockdown) CAMERA SONY DXC-1800 & case AMPEX 3/4 Field deck Davis & Sanford rolling tripod JVC CX 610US mini color monitor SVHS/VHS UNITS PANASONIC Omni movie HQ AFX CCD & case PANASONIC Omni movie HQ AF SVHS & case Batteries ( ) (2) Panasonic power supply/charger (w) case Sony RM-E300 editing controller & titler Hitachi VHS movie, power supply & case Tripod OTHER EQUIPMENT JVC-KY 2000 (w) AC adapter : . . JVC 3/4 field deck PANASONIC WV 3400 Panasonic NV-8420 VHS Field deck Page 2 $1,500. $I,000. $100. $200. $1,000. $1,000. $50. $1,000. $800. $100. · $1,000. $5OO. $100. $200. INVENTORY continued LIGHTING Strand case (4) IANEBEAM 1000 var. spots (w) barn doors (4) Light Stands Photo-Flex soft light kit LOWELL case (3) DP lights (w) barn doors (1) Stand TOTA-SYSTEM (2) Tota-Lights (5) Tota-mounts (5) Flexi-shafts (2) Lrg. Tota-flectors (1) Un-brellas (1) Tota-Pouch (2) Tota-clamps (1) Tota-tatch (5)Lrg. Tota-flags (1) Sm. Tota-flag (2) D screens (1) Stand (3) Flag fi-ames KOBOLD hand held spot FREZZI Mini light (w) SONY BC- 13 OW Battery Charger SONY NP-4000 Rechargeable Battery Pack SOUND $600. $100. $150. $750. $50. $800. $35. $210. (2) SONY lapel mikes (1) PANASONIC shot gun mike (1) Telescopic mike boom $300. $200. $50. Page 3 INVENTORY continued EDITING SUITE- (2) JVC CR-600U 3/4 UVCR (source) (1) JVC CR-850m 3/4 UVCR (recorder) ABNER controller $7,000. $5,5OO. $3,500. Supply of 3/4" lg. tapes (1) PANASONIC 6300 VHS Editing deck $500. $1,500. (1) SONY Photo Capture Camera (1) TAMRON FOTOVIX film\video processor (slides) $1,500. $1,000. EFFECTS ALTA CENTAURUS still store edit/effects CPU, Key board controller COMMODORE AMIGA 2000 VIDEO TOASTER CPU, Keyboard & Mouse $10,000. $7,500. NON-LINEAR/DIGITAL ADOBE PREMIERE 4501VlI-Iz CPU (w) ATI 32MB Capture board 24X CD ROM, 16 bit stereo," 2 + 13 g/g. hard drives (2) 19" IBM 21P Monitors keyboard, mouse $2,000. Page 4 INVENTORY continued MONITORS (1) 18" Panasonic Color Monitor (main) (2) 13" Panasonic Color Monitors (1) 13" Commodore 1084 Color Monitor (amiga) (2) 1 I" Taxan Ckromo Display Monitors (1) 8" Panasonic Twin pack B&W (1) 7" Panasonic Twin pack Color (1) 5" Sony Trinitron Color Tri-pack SOUND $450. $5OO. $25O. $I00. $300. $500. $750. TASCAM M-308B Sound board Pioneer CD player Pioneer Tuner Equalizer & Controller (2) APM Speakers (2) Auratonen Speakers Recording booth $1,500. $150. $5O. $50. $50O. DUPLICATING (1) RGB Computer/SVideo converters ' (2) VDA-6 distribution amp. (10) GE HQ VHS VCRs $250. $1,200. VIDEO PROJECTOR KODAK LC500 $2,500, Page 5 INVENTORY continued RACKS (2) 77" tall racks (4) 48" rack units (2) 17" top racks OTHER EQUIPMENT TEXTRONIX 1410 Signal Generator CANARE Patchbay HITACHI RR-230 I" (reel to reel) JVC Editing Control Unit RM-86U Office Wave 133 Mhz (w) 24X CDROM (w) Hewlet Packard Printer 486 CPU (word processing) (w) Panasonic Printer Illuminated Sign ASSORTED CABLES TOTAL VALUE OF INVENTORY $500. $800. $300. .$4,200. .$1,500. · $4,500. .$1,500. $500. $300. $150. $ 95,000. Sebastian Triscafi Page 6 INVESTOR AGREEMENT RE: Triscari Video Services 55-B Central Blvd. Camp Hill, PA 17011 Established October, 2000 PARTIES: Partner/Manager .......... Thomas A. Speck (47.5% interest) Partner/Associate ......... Sebastian Tdscari (47.5% interest) Partner/Investor .......... Ken Stephan (5% interest) MUTUALLY AGREED: That all parties accept this agreement as the basis for a working business relationship. It is understood that Ken Stephan shall invest the total amount of $10,000.00 into Triscari Video Services (AKA, Td Video Services ) for the purchase of equipment and the Operations of said company. That, in consideration of this investment capital, he shall receive an interest share of 5% of the company. It is understood that Thomas Speck will reduce his previous 50% interest to 47.5% so as to prQvide for half of Mr. Stephan's interest share. It is understood that Sebastian Triscari will reduce his previous 50% interest to 47.5% so as to provide for'half of Mr. Stephan's interest share. Triscari Video Services shall distribute profit dividends between the three partners, based on these newly established interest shares. it is also understood that Triscari Video Services will purchase all existing office furniture and custom tops from Mr. Triscari at a total cost of $2,000.00. This furniture will then become part of the existing inventory of Triscari Video Services at 55-B Central Blvd. All other applicable agreements, previously established between Sebastian Triscari and Thomas Speck, will remain in full effect. The above agreement is thereby accepted and this reorganization of interest shares is hereby established. Sebastian Triscari Page 2 Thoma~ Speck he~eb~'agree~ to aocep~ from Kenusth Stephan, M.D., all of D~. Stephan's r~h=, title ~nd in~eres~ in and to the thereof, Kenns'tb $~ep~an, M,D., hsr~b¥ absolutel~ un¢onditionaliy wi~dr~s from all aspects of,the Trz Video Pmr=nersh~p, in¢lud=n~he wlShdrawal aha relinquishment of an~ 2. lnde~if~=au;o~ of ~nne~h S~ephan. ~.D. Thum~s Speuk M.D., from and.~a~a~nst,any and all duties, obl~i~a=~ons, and . n~cessarily ll~=e~ tO any action, cause of aR:ion, Claim Or · d~m~d whatsom~er by amy third ~ar~y. · ' 3~ Coun~er~arts~ This Agreemen= ~y be' ex~cutcd in any nu~r o~ ooun~e~ar~s~an~ ~ach coumte~ar= shall for all ' ln~o ~hi~:~si~nm~nt A~rmemeDt thiB 12=" day of DecaYer, ~00~. TVP INC. & Tom Speck January 1, 2000 to December 30, 2000 Re-nogatiation January 1, 2001 -Non-compete clause 2 years in Triscari Production contribution: 1. Location - 55 Central Bird, Camp Hill, PA 17011 2. Sign Spac~ - 2 sides - 2 lines 8" x 36" 3. Web site - Design hosting 4. Equipment - 3A" Edit, ¼ VHS - SVHS, Hi-8, Light kit, tripod - several cameras 5. Good Name 6. First 2 months -No rent. Thereafter $500.00 month plus ½ of the utilities Tom Speck Contribution: 1. Materials 2. Labor - Finish space, assemble equipment Products: 1. Film transfers 2. Dance recitals 3. Weddings 4. Special events 5. Video inventory 6. Pictures & music to tape 7. School events 8. Collaboration with Chuck Shults Enterprise First 2 months Thereafter 50 - 50 split 70 - 30 split Income Projections $4,000 / Month $10,000 / Month $I 5,000 / Month Year $250,000 Worst Case Expected Best Case $48,000 / Year ' $120,000 / Year $180,000 / Year CERTIFICATE OF SERVICE AND NOW, this 22nd day of December, 2003, I, Mark K. Emery, Esquire do hereby certify that I have served the Second Amended Complaint by mailing a true and correct copy via United States first class mail, addressed as follows: Barbara Sumple-Sullivan 549 Bridge Street New Cumberland, PA 17070-1931 LAW OFFICES OF MARK K. EMERY Mark I~. Emery