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10-4070
FILF~'-~,~- 4 2010.1~~~ i 6 Fib 2~ ~6 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC., PLAINTIFF V. EASTERN MOTOR INNS, INC., DEFENDANT NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the foregoing pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and 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 OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIItING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Cazlisle, PA 17013 Tel. No. 717-249-3166 NO. 1~- ~~'10 C~_Ul~~ CIVIL ACTION -LAW JURY TRIAL DEMANDED NOTICIA Le han demandado a usted a la corte. Si usted quiere defenderse en contra estas demandas expuestas en las paginas siguientes, usted tiene veinte (20) dins de plazo al partir de la fecha de la demands y la notificacion. Usted debe presenter una apariencia escrita o en persona o por abogado y azchivaz en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra suya. Se ha aviasado que si usted no se defienda, la corte tomaza medidas y puede entraz una Orden contra usted sin previo aviso o notificacion y por cualquier queja o alivio que es pedido en la peticion de demands. USTED PUEDE PERDER DINERO O PROPIEDADES O OTROS DERECHOS IlVIPORTANTES PARR USTED.. LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE. SI USTED NO TIENE O CONOCES UN ABOGADO, VAYA EN PERSONA O LLAME POR TELEFONO A LAT OFICINA CUYA DIltECCION SE ENCUENTRA ESCRITA ABAJO PARR AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Cumberland County Bar Association 32 South Bedford Street Cazlisle, PA 17013 Tel. No. 717-249-3166 ~Q: '~9a,G~' ~~'' f ~lizS~i7 c~,~ ~~3s IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC., PLAINTIFF V. EASTERN MOTOR INNS, INC., DEFENDANT NO. CIVIL ACTION -LAW JURY TRIAL DEMANDED COMPLAINT AND NOW, this 15~' day of June, 2010, comes the Plaintiff, NEIL KAMAL, INC. (hereinafter referred to as "Kamal"), who, by and through its attorneys, MENGES, MCLAUGHLIN, & KALASNIK, P.C., file the instant Complaint and in support thereof state as follows: 1. Plaintiff, Neil Kamal Inc., is a Domestic Corporation whose corporate headquarters are located at 104 Red Oak Road, Lancaster, Pennsylvania 17401. 2. Defendant, Eastern Motor Inns, Inc., (hereinafter referred to as "Eastern"), is a Domestic Corporation whose corporate headquarters are located at 322 S. Hanover Street, Carlisle, Pennsylvania 17013. 3. Carlisle Days Inn, (hereinafter referred to as "Days Inn"), is located at 101 Alexander Spring Road, South Middleton Township, Carlisle, Pennsylvania 17013. 2 4. On March 31, 2008, Kamal and Eastern entered into a written contract for the sale of Days Inn to Kamal for the consideration of Six Million Eight Hundred Thousand ($6,800,000.00) Dollars. A true and correct copy of the Sales Agreement is attached hereto and marked as Exhibit A. 5. The parties executed a Bill of Sale on April 16, 2008, for the sale and transfer of both tangible and intangible property related to the sale of Days Inn. A true and correct copy of the Bill of Sale is attached hereto and marked as Exhibit B. 6. Under the Bill of Sale, Eastern was to pay all accounts payable related to the operation of the facility prior to the time of the execution of the Bill of Sale and that all credit card processing shall continue to the time of this execution on Eastern's account and thereafter on Kamal's. 7. Under the Agreement for Sale, Seller pays all accounts payable related to the operation of the facility prior to final settlement. 8. Kamal was unable to complete the transfer of the franchise prior to the execution of the Sales agreement and Bill of Sale. 9. In order to operate Days Inn while the franchise transfer from Eastern to Kamal was processed, Kamal and Eastern entered into aday-to-day lease agreement which allowed Eastern to run Days Inn during the transfer period. A true and correct copy of the Lease Agreement is attached hereto and marked as Exhibit C. 10. Under the Lease, the Agreement of Sale and the Bill of Sale, all revenue from the hotel from the date of execution forward belong to Kamal. ! t 11. Any account payables contracted by Eastern prior to the date of execution of the Sales Agreement and Bill of Sale were the sole responsibility of Eastern. 12. According to the lease, Eastern would run the hotel and pay rent to Kamal in the amount of "all of the revenues (under generally accepted accounting principles which come into the books of the leased premises)." 13. As per the fully executed Lease, Agreement of Sale, and Bill of Sale all revenues from running Days Inn after April 16, 2008 belonged to Kamal. 14. The lease signed between Eastern and Kamal was aday-to-day lease where Kamal paid Eastern a daily rate of $250 per day. 15. The franchise transfer became final on April 16, 2008. 16. Kamal began running Days Inn on April 16, 2008. 17. On May 16, 2008, the lease agreement ended. 18. The transfer of accounts from Eastern to Kamal took several months. 19. For months after Kamal executed the franchise transfer, Eastern still had access to revenues from running and operating Days Inn. 20. There were several entries paid on accounts payables accrued by Eastern prior to the signing of the Sales Agreement, Bill of Sale and Lease Agreement that were paid by Eastern with revenues that were collected through the operating of Days Inn. COUNTI BREACH OF CONTRACT -SIGN 21. All paragraphs of this Complaint are included herein as if fully set forth. 22. On or about February 25, 2008, Eastern contracted with Persona for the purchase of a sign for Thirty One Thousand Four Hundred Sixty Six ($31, 466.00) Dollars. 4 23. The contract called for the full amount to be paid in two installments. 24. Eastern signed a Sales Agreement with Persona for a sign for the hotel on February 25, 2008. 25. The cost for the sign contracted for by Eastern with Persona was Thirty One Thousand Four Hundred Sixty Six ($31,466.00) Dollars, which was to be paid in two installments. 26. Persona was paid Fifteen Thousand Nine Hundred Sixty Six ($15,966.00) Dollars on May 5, 2008, from accounts held by Eastern for Kamal. 27. A check for Fifteen Thousand Nine Hundred Sixty Six ($15,966.00) Dollars was processed through Kamal's account while Eastern had control of said account. 28. A payment on August 31, 2008, in the amount of Sixteen Thousand ($16,000.00) Dollars was drawn from Kamal's account while Eastern had control of said account. 29. Under the Lease Agreement and the Bill of Sale, all revenues including account receivables from April 16, 2008, forward belonged to Kamal. 30. Under the Bill of Sale, seller shall pay all account payables related to the operation of the facility prior to the time of the execution of this agreement, which was April 16, 2008. WHEREFORE, Plaintiff demands judgment against the Defendant in an amount which exceeds Thirty Five Thousand ($35,000.00) Dollars, the limits required for reference to arbitration in Cumberland County, together with costs and interest and such other relief as this Honorable Court may deem appropriate under the law, said amount being necessary to place 5 Plaintiff in the position they would have been had the Defendant performed the contract as per the parties' agreement. COUNT II BREACH OF CONTRACT --LEMOYNE SLEEPER 31. All paragraphs of this Complaint are included herein as if fully set forth. 32. Eastern entered into a written contract with Lemoyne Sleeper Company on or about April 1, 2008. 33. Eastern agreed to pay Lemoyne Sleeper Company Nine Hundred Forty Seven ($947.00) Dollars. 34. Eastern wrote check number 17480 in the amount of Nine Hundred Forty Seven ($947.00) Dollars on May 20, 2008, for the full contract price of the Lemoyne Sleeper Company unpaid balance. 35. All written contracts between Eastern and Kamal concerning the sale and management of Days Inn were signed on or about April 16, 2008. 36. Eastern was in control of the account on which check number 17480 was cashed. 37. By contract, all the monies in the account controlled by Eastern belonged to Kamal. WHEREFORE, Plaintiff demands judgment against the Defendant in an amount which exceeds Thirty Five Thousand ($35,000.00) Dollars, the limits required for reference to arbitration in Cumberland County, together with costs and interest and such other relief as this Honorable Court may deem appropriate under the law, said amount being necessary to place Plaintiff in the position they would have been had the Defendant performed the contract as per the parties' agreement. 6 COUNT III BREACH OF CONTRACT -- PERSONAL PAYMENTS 38. All paragraphs of this Complaint are included herein as if fully set forth. 39. On May 15, 2008, Eastern executed payroll for all employees of Days Inn including, but not limited to Evelyn Weaver. 40. Outside of regular payroll, Evelyn Weaver was paid One Thousand Two Hundred Thirty Two Dollars Twenty Three ($1,232.23) Cents out of Kamal's account while Eastern was in control of the account. 41. On August 31, 2008, Eastern's attorney's fees were paid in the amount of Two Thousand ($2,000.00) Dollars from the account held by Eastern for the holding and operating of funds from Days Inn. 42. All funds held by Eastern, in conjunction with Days Inn, were as custodian for Kamal. WHEREFORE, the Plaintiff demands judgment against the Defendant in an amount which exceeds Thirty Five Thousand ($35,000.00) Dollars, the limits required for reference to arbitration in Cumberland County, together with costs and interest and such other relief as this Honorable Court may deem appropriate under the law, said amount being necessary to place Plaintiff in the position they would have been had the Defendant performed the contract as per the parties' agreement. COUNT IV BREACH OF CONTRACT -LIQUOR LICENSE 43. All paragraphs of this Complaint are included herein as if fully set forth. 7 45. By contract, Eastern was to cooperate in assisting Kamal in having the liquor license transferred from Eastern to Kamal. 46. Eastern refused to cooperate with the transfer of the liquor license. 47. Kamal hired an attorney to complete the application process through the Pennsylvania Liquor Control Board. 48. Eastern's failure to cooperate in the transfer cost Kamal proceeds and forced attorney expenses to obtain a new license. WHEREFORE, because of the Defendant's breach of contract, the Plaintiff demands judgment against the Defendant in an amount which exceeds Thirty Five Thousand ($35,000.00) Dollars, the limits required for reference to arbitration in Cumberland County, together with costs and interest and such other relief as this Honorable Court may deem appropriate under the law, said amount being necessary to place Plaintiff in the position they would have been had the Defendant performed the contract as per the parties' agreement. COUNT V BREACH OF CONTRACT -CREDIT CARD RECEIPTS 49. All paragraphs of this Complaint are included herein as if fully set forth. 50. Eastern ran Days Inn as an agent for Kamal, using Kamal's accounts and hotel revenues. 51. While running Days Inn all credit cards and cash ran through Kamal's accounts held by Eastern. 52. The discrepancies between Kamal's accounting and Eastern's accounting for the lease period amounted to approximately Twenty Six Thousand ($26,000.00) Dollars. 8 53. Eastern has failed to account for the credit card receipts received by Eastern on behalf of Kamal. 54. Eastern had a fiduciary duty in dealing with Kamal's Days Inn accounts. 55. Eastern breached their duty of good faith by failing to accurately account for and administer the revenues and funds received through running the hotel. WHEREFORE, because of the Defendant's breach of contract, the Plaintiff demands judgment against the Defendant in an amount which exceeds Thirty Five Thousand ($35,000.00) Dollars, the limits required for reference to arbitration in Cumberland County, together with costs and interest and such other relief as this Honorable Court may deem appropriate under the law, said amount being necessary to place Plaintiff in the position they would have been had the Defendant performed the contract as per the parties' agreement. Respectfully submitted, Sy ey C. H. Benson, Esquire PA 94871 MENGES, MCLAUGHLIN & KALASNIK, P.C. 145 East Market Street York, PA 17403 (717)843-8046 (717) 854-4362 (fax) sbenson@yourlawfirmforlife. com (Attorney for Plaintiff) 9 VERIFICATION I, Babubhai R. Patel, verify that the statements made in this Complaint ,are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities. Date: June 15 , 2010 ~~~~~ Babubhai R. Patel, President of Neil Kamal, Inc. 10 APR-01•-2008 09:32 FROM:DUNCAN HARTMf~! 7172497800 T0: 717+85414362 P.2~14 ` AGKN:EMEIVT FOR SALE OF 1ZFAL ESTAT~t; & ASSETS AGREEMENT made this 3 / day of ~~~t,,2~. 20U8, by F.ASTrRN MOTOR INNS, ING., a Pennsylvania corporation with offices located at 322 Sottth T-lariover Street, C'arlisle,l'ennsylvania, "SELLER", party of the (trst part ANU ~QIU~b ~.~ 13i~t1•BIFI~ktf2. PA1'EL, and/or his atisigns, of 2129 Lincoln Highway 1'sasi, Laacastcr, Pennsylvania, "B•><1YEli", party of the second part, as follows to wit: THL+' said party of the first part agrees to sell and convey tp the said party of the sc;cond part, who agrees t<~ purchase a Hotel known as "Carlisle Days Ynn" located at 101 Alexander Spring Road, South Middleton 'T'ownship, Carlisle, Pennsylvania, consisting of the real estate and ongoing business desc:rilx;d on the attacitecl Schedule ~i, 136 hotel rooms, related rooms, all existing furniture, a swirYUning pool and related items in p11ce. equipment, fixtures, Hotel Liquor License ~H-5901, trade names, telephone numbers, any intcrnel addresses and signagc on premises, on the terms and conditions following to wit; 1. THE said party of the second part agrees to pay 1'or the said realty and the other related items titc sum af' Six Million Eight Hundred Thousand and no/l0U ($6,80U,000.00)1Jol[ars, payable in guaranteed li~nds to Seller upon final settlement. Seller acknowledges receipt of a deposit From Buyer of dne l-lundred 1'bous~uic! Dollars ($lUO,000.UO:) paid to William A lluncan, Esq., as Escrow Agent upon execution of this Arreemc~et which sum of money shall bc; credited against the purchase price at final settlement. Said deposit to be held iu an interest bearing accotuat which sum of. money shall be credited against the purchase prict; at fitiial xcttlemrnt. ~" S APR-01-2008 09:32 FROM:DUNCAN NARTMAN 7172497800 T0:717+854+43~ P.3~14 SETTLEMENT/CLOSING to be made on or before April 16, 20U$. 2. FINANCING CONTINGENCY: Buyer agrees to make application for a Mortgage in the amount of up to $5,000,000.00 with an interest rate not to exceed 7.00% batted upon a ZO year or more arr-artizaticm tc} Stonebridge Bank and any other Lender deemed appropriate by Buyer, within S days of the execution ol'this Agreeme~u by Ruycr d Seller and this Ag ent is contin cnt upon Buyer receiving said Mortgage a~ ~ ~` ~~ Financing approval prior tci Ap 68: er ~ ~ s to cooperate with Ruycr in conjunction with sai:. ~, ~ Mortgage application anc[ approval Nrocess. If Buyer fails to obtain such fFnancinL by ~ , it ~ • ~ •` elect to remove this Financing Contingency and proceed to ftnal settlement on or belure April 16, 200K. Additionally on or before April 4, 200!3, Buyer wit! provide to Seller in than ac;c;epta6)e to Scllcr veri:lication that Liuyer has the necessary funds beyond the Mortgage Fnancins in order to meet its financial obligations contemplated by this Agreement at Final Settlement. 3. STATUS OF WATER AND SEWEK: Se11cr warrants that this property is servicc~ci by public water and sewer Systems. Further Seller warrants that these systems are fully paid for as well as the municipal operation,~l billings pertaining thereto. 4. NRTNIClPAL iM•['ROVEMENTS: Seller bas no notices of condc;nulation, municipal improvements or violations of any laws or re;gulaticros (such as sidewalks, cw-bs, etc.) except: Idone_ ~~~5 U]~~ APR-01-2008 09:32 FROM:DLINCAN HARTMAN 7172497800 T0: 717+854+4362 P.4~14 5. INSU1tANCE on said real estate will be carved by party of the lint prat, in the name of party of the first part, until settlement date. In the event of loss or damage by fire prior to settlement date, the party of the second part may, at its option, terminate this Agreement and receive a total rf;fund of its deposit. 6. SPECIAL CLAl15ES: The following; shall be conditions precedent to Buyer's obligations hereunder: (a) Seller shall maintain the level ot'inventories and personalty, including; liquor and food, toy the operation of the facilities consistent with such quantities as are presently maintauied c}n the premises. (b) i3uyer shall buy from Seller all unopened Liquor and PLEB reg,~lated beverages and other unopened containers of other beverages located at the premises at the time of closing, as a separate transaction at Seller's cost of purchase. (c) Buyer may Rurcha~ From Seller all unopened containers of foodstuffs located at the premises at the time of final settlement as a separate transaction at Seller's cast of purchak. (d) Buyer may purchase from Seller all unopened linen and bedding materials located on tlic:~ premises at the time of final settlement at Seller's cost of purchase. (e) Seller shall provide Buyer with a Bill of"Sale as to said items listed in Paragraph (ia, 6b, bc, bd. (f) Seller shall provide lien certificate and a good standing; certificate from the Commonwealth ofl'ennsylvan.ia and any other corporate documentation required by Buyer's title insurer (g;) Seller and Buyer ag,~'ee to cooperate in the Hotel Liquor License Transfer process through il~e Pcnnsyivania Liquor Control Board, which shall be accomplished as soon as possible. N~~ ,~ .. - APR-01-2808 09:32 FROM:DUNCAN HARTMAN 7172497$8@ T0: 717+854+4362 P.5~14 pc.>sting or applieatian for transfer shall be filed until Buyer has financial capacity and has obtained the mortgage [financing specified in paragraph 2 of this Agreement. (h) Seller and Buyer agree that Buyer's representatives, appraisers, lenders and inspectors mri~ have access to the premises for purpose of performing their services, but only on a schedulrcl basis approved by Seller, All such entries upon the property by Such persons shall be accompanied by a representative of Seller at a time specified by Seller. (i) Seller agrees to assiim its rights and cooperate in the transfer process with the .l'ennsylvunia Logo Trust regarding Ca~•[islc Days tnn identi~Fieation signase located on l•nterslate 1 [ilh~vnv $1. (j) There are no actions, suits or proceedings pending or to the Seller's lcnowleclgc threaienrd against or affecting the assets of the business or related thereta_ (lc) As of the date o['scttletnent, there are no labor employment agreerncnts ai'['eclins the assets or the business and there is no require-rent that Buyer retain any existing crnployreti_ Buyer shall have no liability whatsoever with respect to employees of Seller. (!) Seller presently operates Hotel in conjunction with Days lnn franchise, which is in full force and effect_ Seller will cooperate with Buyer in transfc;rring the Irwchise and/~r franchise agreement from Seller to Buyer which shall be eflectcd as soon as possible;. Any cases associated with the transfer of franchise shall be solely Buyer's responsibility. (m) Seller and Buyer agree to cooperate as to Buyer's 1031 tax ti~ex exchange trartsactic-n currently cantomplated by Buyer. Seller and buyer agree to ccx~perate in lhi event SelIE7 identified thin property as part of Seller's 1()31 tax free exchange. (n} 'T'he parties shall enter into a mutually agreeable written allcx;ation of the components of the purchase price within 10 days of the execution of this Agreement. .1~ , J ~ t APR-01-2008 09:32 FROM:[xJNCAN F#~RTMAN 7172497800 T0: 717+854+4362 P.6~14 (a) Environmental Audit/Inspection Contingency Within ten (10) days of the execution of this Agreement, Buyer has the option, at Ruycr s expense, to have the following audits ar inspections eonapleted by a licensed or alhcrwise qualified professional: F_.nvironmental l Ia~~ards LJnderground Storage Tanks Property Boundary/Square Footage Verification/Delineation l~ load Plan Verification/Dclineation Wetlands Verificatian/Uelineation Specific Yrorerty Inspection limited to all buildings and f xturc. (p) Btryer attaining an appraisal of the real estate and business by rsn MAI ar equivalent appraiser in the amount of the purchase price or mare. (q) The premises and all parts thereof, including; but not limited the rcwms therein, to all he in at least as goad a condition at the time of. closing as they were at the time of the exeeutiott of this agreement which shall specifically include the rooms all being; in neat and c~lcan condition and sufficiently good condition to be rentable in the ordinary course of business (r) All times of this agreement arc to the essence of this afmremcnt. 7. ATTACHED ADDENllA are made a part of this Agreement: C'onfidcntiality Agreement. 8. PE1lt5ONAL'1''Y: All existing plumbing, heating, and lighting fixtures anal systems appurtenant titcreta and forming part hereof, and other permanent Cixtures, as well as the signage, rcfrigeralors awned by thc~ Seller, staves, dehumidifiers, ceiling fans, storage sheds, together with wall to wall carpeting, screens, storm sash and/or door, shades, awnings, venetian blinds, couplings for automatic washers and dryers, etc., radiator t~+ ~,~ - APR-01-2008 09;32 FR01~1:DUNCAN F~RTMAN 7172497800 T0:717+854+4362 P.7~14 covers, cornices, water sc~ftcners, kitchen cabinets, drapery mds, drapery rod hardware, curtain reds, curtain rc~d hardware, ail trees, shrubbery, plantinbs now in or on property, if any, unless specifically cxceptecl in this Agr•ecmcnt, arc included in the sale and Purchase price. None of the above mentioned items shall he removed or substituted by the Sellers l7om the premises after date of this Agreement. All other equipment, of l routr2 furnishings, electronic and electrical devices, supplies, machines, housekeeping items linens and other m:eteri<ils used in the subject business are included in the sale and in the purchase pric;.e cYCept those items spccificatlly to be purebatied from Seller litilyd in Paragraph 6 (Special Clauses) of this A~°ement. Seller hereby warrants th~~t it will deliver good title to elf oPthe articles described in this paragraph and any other fixtures or items of personalty specifically scheduled to be included in this sale. 9. T1TT,F. AIYll COSTS: The premises are to be conveyed in fee simple by special warr~uity deed. Ic~~r and char of ali liens, encumbrances and easements, EXCEPTING HOWFV)rlt, the following: L~:cistin~; building restrictions, ordinances, easements of roads, privileges or rights of public service companies, if any; car casements or restrictions visible upon the ground, otherwise the title to the above described real estate shall be gcod and marketable or such as will be insured by a reputable title insurance company at the regular rates. 10. POSSESSION is to hie delivered by deed, keys, and physical possession to all bu.ildingY, roomti assoc:iatcd with the Hotel at the day and time of settlement. The computer systemti located on the premises discloses all advance booking for rooms, meeting facilities and restaurant reservations and schedule of occupicc! and vacant rooms and shall bc; tnadc available to Buyer after this Agreement is executed by Buyer and Selfer. Seller shall cooperate Gully in turning over the ongoing business to the Buyer at time of closing, without intemtptian of business and in such a way as to keep the business flowing smoothly. itS~ >1 APR-01-2668 09:32 FROM:DUNCAN HARTMAN 7172497800 T0:717+854+4362 P.8~14 11. REY12.F,SENTAI'IONS: It is understood that Buyer has inspected the property and it has agreed to purchase it as a result of such inspection and not because or in reliance upon any represcntati.on made by the Scher or its' representatives. Seller agrees to maintain the premises and operations in a manner consistent with present conditions. 12. YKORATIONS, DEPOSITS A1Vn CREDIT.' CARD ACCOiJNTS: 1Zeal estate taxes, water atnd sewer rent, and house rent arc to be prorated as of the day of Settlement. Any prepaid coon, deposits or other prepaid deposits For other activities in. the hands o.£ Seller shall be paid over to Ruyer at settlement. Tina! (_ia.4 and electric bills incurred by Seller up to and including the settlement day (if any) shall be paid by the Srllc:r Real estate transfer taxes due az,d owing as a result of this transaction will be paid 1 % by Seller and 1 % by Ruyer. Any olhrr prepaid deposits as of'the date oFsettlement held by Seller or its agents shall be remitted lei Buyer. All Seller's receivables paid after closing to Ruyer or its agents shall be rerniltcd to Seller on a daily basis al~d an accounting pertaining thereto presented to Seller nn the same basis. Seller shall pay all accounts payable related to_the operation of the ~aciliry prior to final settlement and shall assist Buyer in establishing accounts with vendors- Further, Buyer shall be responsible for establishinfi new credit card procestiing facilitie• at its sole; expense and Seller shall have no obligation post closing as to credit card prcx;essing facilities. 13. RELEASE: Buyer hereby releases, quil• claims atad forever discharges Scllcr, all brokers, their licensees, employees and any office or partner of any one oi' them and any other person, firm, or corporation who may be liable by or through them, from any and all claims, losses or demands, including, but not lirttited to, personal injuries and property damage; and all of the consequences thereof; whether now known or not, whirl, may arise fi-0m the presence of environmental har..ards, any de~ficicneies in the on-site water service systems, c-r any defects or conditions an the property. This release will survive settlement_ .._ 1~ _ APR-01-2008 09:32 FROM:DUNCAN HARTMAN 7172497800 T0: 717+854+4362 P.9~14 14. SELLE)2'S WAY2.TtANTYES: (a) Scller warrants that the use of the Carlisle Days Inn as a 1od~ring ('acility is an approved zone ~ conforming use and that the basiness conducted thereon is not knuwitigly in violataUn oPany law, ordinance or regulation and that same conforms to all Fcdar~l. Starr and Local code rcqu3remcnts as such relate to and protect the health, safety and wclf7rc of the public and the Hotel's patrons. (h) Seller warrants that the Carlisle Days Inn is serviced by a public sewage system. Scller has no knowledge of any dei~iciencies in the service nor has it received any notices regarding same from South Middleton Township Municipal Authority. (c) Seller warrants ghat the drinking wafer is served by public water service. Scller has 110 knowlcd~*e of any deficiencies in the service nor has it received any notices regarding same from South Middleton Township Municipal Authority. (d) Seiler warrants that between the lime of the execution of'this agneemcnt and the. date of closing, it will nvt consider, entertain car solicit any other oilers of purchase tior will Scller enter into any agreement with any other individual or entity for the salcipttrch~~ye of the Carlisle Days Inn nor cause or permit the same to be subjected uu~ as security, collateral or surety sa as to expose said Carlisle bays Inn to sei~urc or 1ttarhmcl~t due tc> nonpayment, delinquency or other forms of default on a debt. (e) Scller warrants that as of the date of the closing, the Buyer shall acquire exclusive rigtus tc~ use the trade name, trade .marks, signs and symbols presently associate with and~'or owned by the C~arlisle llays Inn. A.s nl'the date oPclosing, Seller will cease to identil~ k~ . ~~k ~~; 4~ APR-01-2008 09:33 FRt7M:DL~iCAN HARTI~!AN 7172497800 TQ:717+854+4362 P.10~14 itself in any personal or business manner wish the Garlisle T)ays lnn. Seller shall promptiy and properly execute all documents necessary to transfer to the Buyer the right to use ~u~~~ such respective fictitious name or names, including Corrc~ration Bureau 1~r-nr~ti, if applicahlc. (f) Seller, warrants shat Buyer is not obligated to honor any employment contracts which the Seller has entered into with past or present employees nc~r will the Buyer assume any financial liability or legal duty owed to said employees by the Seller. The Seller sl»,11 have paid to alI employees, all salaries, bonuses and vacations paid, if any, accrued through the date of closing. (g) Seiler warrants shat the Carlisle bays inn is not now the suhjcct nor panics to aeny Law suit, litigation or claim in any Local, State or 1~ederal form (including internal Rcvcnue Service and Pennsylvania Taepartment of Revenue proceedings), the outcc~mc, derisioc~, verdict, ruling of which could limit, jenpardiae or vitiate the consummaticm al"this agreement. (h) Seller warrants that to the best of Seller's knowledge all financial and aecountitig recc~rctti, inu?me tax forms, attachments and schedules that were presented to the Buyer during titr period of nelnliations for the sale/purchasc of the Carlisle Days Tnn were accurate and were prepared in accordance with sound accounting practice and principles anti arc rx<jct and true copies of the originals if photocopies were presented to the Buyer. (i) Seller warrants that to the best of its knowledge, nc~ condemnation, confiscatory c,r eminent domain prneecdic~gs arc presently obtaining pr ailed against the Carlisle !)ays inn or its owner relative to the Garlisle bays lnn. (j) Seller warrants that it either owes no real estate commissions nor brokers' i'ec;s for tl~e r (~ ~1 1 Y,~ , i^.; .,~ } APR-01-2008 09:33 FROM:DUNCAN FiARTMAN 7172497800 T0:717+854+43~ P.11~14 salt of the Garl.isle Days Tnn or, if there has been a broker or brokers, that Sc flee wi I l cause all of said brokers' fees or commissions to be paid al time of closing so ati to indcmni Fy Buyer fYOm airy liability lhcre from. (kj Seller warrants and represents that all of the fixtures and equiprncnt together with tlir heating system, air conditioni~zg system, electrical system, plumbing system and rrll Utlier systems sha11 be in good working order. $uyer shall also have the right to a pre-ck>sirig inspection prior to the closing, to delcrmirie shat the property and fixtures, if"any, are iri the same condition as were on the date of the execution of this agreement and arc; in conformance with any and all conditions set forth herein. (1) Seller represents and warrants That no eni'orcemenl action far violation of any environmental laws has ever been Laken or is now pending or threatened by any governmental authority with respect to the lands and premises of the Garlisl~~ Days [nn and, further, that there axe no underground or aboveground storage tanks eontainins hazardous substances at or below the surface of the lands ar premises and that na chemical or hazardous waste or toxic substances have been stored, releau.d irrto ar deposited upon or below the surface of the lands or into the air or into any w~atcr system on, below or about the premises or the surface of the lands uI"the premises. (Tn) Seller warrants that the premises and/or business which arc the subject matter of this agreement are not in violation of any lyederal, State, County ar 'Township law and/ar ordinance and that the Seller has not received any zlotiee from any such gaverit~nental authority or agency advising the Seller ar any representativc of the Seller of any such violation.. Seller shall deliver to Buyer, on ar before the date of final closicig„ a certif cation or staxem~,-nt from any and all appropriate Township ur other guvcrnrnenytl, •C ~r~ ..`.`~~ ---z ~' ~ ~~ , . ~. ,APR-01-2008 09:33 FROM:DUNCAN HARTMAN 7172497800 T0:717+854+4362 P.12~14 officials disclosing notice of, any uncorrected violation of zoning, building, safety, houtiing, health or fire ordinances turd, if any, Seller will correct same prior to closing. (n) Seller further warrants that it will furnish to the Buyer at or prior to the final closing, copies of any and all use permits, lieense~, permits or similar documents within Seller's .possession or control in con~necrion with any portion o('the premises and the business and/or the operaticm thereot:l'his specifically includes but is not limited to a ecrtificatc of authority or occupancy by any and all governmental agencies. • (o} Seller warrants that to the best of its knowledge all buildings, driveways and all otlrcr improvements upon the premises are within. its boundary lines and that no improvements on adjoining properties extend across the boundary lines of this property. (p) Seller shall continue normal operatians of the business during the time that this agre:etnent is ent'orced, keep the business open all of the hours of the prtscnt operation and turn the business and assets over to the Buyer in the same condition as at the time c-t the execution of this agreement, reasonable wear and tear excepted. Seller shall ccmtinue to maintain the properly, premises, inventory, tLYture and equipment in its present condition, normal wear and tear excepted. (q) Seller agrees and warrants that it shall indemnify Buyer against any and all toys, liability and expenses, including reasonable attorney's i'ees, resulting from or arising out oC claims, litigation and/or taxes levied opposed or assessed by any governmental arrtlrority prior to the date of final closing. (rj Seller warrants and agrees that it and al! of its officers, dirc:etors and stockholders, arty anti all agree that it and they will not conduct, open or reopen or in any m;.~nner become angaged in the same or similar business as the Carlisle Days Tnn, either directly \,~~\: APR-f~1-2008 09:33 FROM:DUNCAN HARTMAN 7172497800 T0:717+854+4362 P.13~14 indirectly or as an individual, employee, agent or member of a partnership, or of#lcer, member or shareholder of any corporation within a radiu.5 0120 mhos of the present location for a period of 3 years after the date of final clc~tiing. (s) AlI al'the Seller's warranties contained herein and herein before shall all survive the closing. 15. Jn the event ui'dcfault by the Buyer, the Seller and Buyer shall be released liom all liability ar obligation, Seller shall retain Buyer's entire deposit as Liquidated damages and this Aln'eement shall be NU1_.L AND VOID. 16. 'This Agreement contains the whole a~eement between the Seller and 13trycr. There are nn nlhcr terms, ahligatiuns, covenants, representations, Statement or conditions, oral or otherwise, <~f any kind whatsoever concerning this sale, except as attached to this contract and the parties agree that this Agt'ee~nrnt may be assigned by Buyer to any entity iii which he holds a tnajvrily interest. Notice of said as,igrtrncnt sha[1 be given in writing to Seller within 10 days disclosing the Assignee's name and address. IN WY7'NESS WHEREOF, tJ~e said parties have hereunto set their hands and seals, the day and year first above written. STONED, SEALER AND DELIVERET) IN TJEIE I'RTSFNSE OF ATTES'1 . ~~ -SELLER ,..~ ~~_., ~' ~`y ~1 `~ BILL OF SALE THIS BILL OF SALE made this 16TH Day of April, 2008, by and between EASTERN MOTOR IIVNS, INC., hereinafter referred to as "Seller"; and NEIL KAMAL, INC., hereinafter referred to as "Buyer" along with its principal officer/shazeholder Babubhai R Patel, who guazantees, personally, the obligations of the Buyer herein: WHEREAS, the parties have entered into an Agreemenx For Sale of Real Estate & Assets, hereinafter referred to as "Agreement", dated the 31 ~` day of Mazch, 2008, for the sale and purchase of a hotel known as Cazlisle Days Inn; WHEREAS, the Closing, contemplated in said Agreement is occurring this date, and as a part thereof, this document is evidencing the transfer of the assets of said Cazlisle Days Inn from Seller to Buyer; WHEREAS, there are certain representations and warranties by the parties contained in said ., Agreement which were designated therein as to survive the closing and, therefore, those ark being incorporaxed herein by reference and made a part hereof as though fully set forth herein; AND WHEREAS, the parties wish to, as a part of the Sale and Purchase of this business from Seller to Buyer, incorporate additional representations, warranties, rights and responsibilities between the parties, intending to legally bind both therein; EXHIBIT NOW, THEREFORE, in consideration of the mutual covenants contained herein and specifically in consideration of the Closing that is taking place contemporaneously herewith, in which Seller is being paid Six Million Eight Hundred Thousand Dollar ($6,800,000.00) by Buyer, in exchange for which Seller is transferring the business and property known as Carlisle Days Inn to Buyer, the parties intending to be legally bound hereby, the parties agree as follows, to wit: CONVEYANCE OF REAL ESTATE 1. Contemporaneously herewith, Seller is executing and causing to be delivered to Buyer, a Deed for the real estate on which this business is situate at 101 Alexander Spring road, South Middleton Township, Cumberland County, Carlisle, Pennsylvania, and Buyer is accepting said Deed and causing same to be recorded in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania, thus evidencing the sale and purchase of the real estate part of this business. TANGIBLE PERSONAL PROPERTY 2. Seller hereby conveys to Buyer all of the tangible personal property of Cazlisle Days Inn as currently exists at the time of the execution of this Agreement for the ongoing business known as Cazlisle Days Inn and to continue the operation of same, without interruption, in the ordinary course of business. Such items of tangible personal property shall include but not be limited to the following: all inventories as they currently exist, including but not limited to food (inventory of beverages regulated by the Pennsylvania Liquor Control Board provided for hereinafter); the operational facilities consistent with such quantities as presently maintained on the premises in the ordinary course of business; all unopened containers of beverages not regulated by the Pennsylvania Liquor Control Boazd located in the business as of today; all unopened containers of food stuffs located on the premises as of today; all unopened linen and bedding material located on the premises as of today; all existing plumbing, heating and lighting fixtures and systems appurtenant thereto and forming a part hereof; all other permanent fixtures as well as signage, refrigerators, stoves, dehumidifiers, ceiling fans and storage shed, together with wall to wall carpeting, screens, storm sash andlor doors, shades, awnings, Venetian blinds, couplings for automatic washers and dryers, etc, radiator covers, cornices, water softeners, kitchen cabinets, drapery rods and drapery rod hazdwaze, curtain rods and curtain rod hardware, all trees, shrubbery, plantings now in or on the property as exists at the time of the execution of this Agreement; all other equipment, room furnishings, electronic and electrical devices, supplies, machines, housekeeping items, linens and other materials used in subject business and all similar items; computer systems located on the premises, keys, forms whether the Days Inn Franchise or otherwise, paper and printing supplies, photocopiers and photocopier supplies and all other tangible personal property as exists as of the time of the execution of this Agreement for the concern to continue ongoing, the regular course of business. Relative to all beverages, whether opened or unopened, regulated by the Pennsylvania Liquor Control Board, all such inventory will be transferred by Seller to $uyer only upon approval by the Pennsylvania Liquor Control Board of the application by Buyer for the transfer of the Liquor License and the Buyer shall thereupon be responsible for reporting to the Pennsylvania Liquor Control Board the value of said inventory. In the meantime, until such approval by the Pennsylvania Liquor Control Board of Buyer's application for said license, no beverages regulated by the Pennsylvania Liquor Control Board shall be served on the premises by either Buyer or Seller or by any other person and all such facilities are to be closed until said time. INTANGIBLE PERSONAL PROPERTY 3. The conveyance from the Seller to Buyer includes the following items of intangible personal property: all licenses, insurances and insurance coverages; the franchise with Days Inn; the hotel liquor license associated with the business; the actual transfer of same being processed through the Pennsylvania Liquor Control Boazd, which said process is in fact, in process and all parties agree to promptly execute all documents reasonably necessary to complete the process of said liquor license being transferred from Seller to Buyer; the identification signage located on Interstate Highway 81 through the Pennsylvania Logo Trust. Said franchise with Days Inn and the hotel's liquor license associated with the business and signage located on Interstate Highway 81 through Pennsylvania Logo Trust, all three aze having their transfers in process and the parties to properly execute all documents reasonably necessary to complete the transfer process as expeditiously as possible. In addition, Buyer agrees to make the Franchise payments to Days Inn from the date of the execution of this Agreement, forward in time, and indemnifies and holds harmless Seller for any said payments that accrue relative to this franchise from the date of the execution of this Agreement, forward in to the future. In like fashion, Buyer indemnifies and holds harmless Seller for any claims that may azise by the Days Inn Franchise against Seller that would accrue from the date of the execution of this Agreement forward in time. all rights under the signage Agreement with Pennsylvania Logo Trust relative to identification signs located on Interstate Highway $1; all computer programs and software and data as stored on the business computers as of the date of execution of this Agreement; advanced bookings for rooms, meeting facilities and restaurant reservations; all prepaid room deposits and other pre-paid deposits; credit card postings after the date of time the execution of this Agreement only; all claims of Seller against third parties relating to the Cazlisle Days Inn, and/or its assets, whether Choate or inchoate, known or unknown, contingent or non-contingent; all trade names, trademarks, signs, symbols presently associated with and/or owned by the Carlisle Days Inn; all fictitious names, fictitious name registrations and similar things associated with and/or owned by the Carlisle Days Inn; all permits, use permits, licenses or similar - -- documents within- Seller possession or control in connection with the Carlisle Days Inn or any portion thereof and the business and/or operation thereof, including but not limited to a Certificate of Authority for Occupancy by any and all governmental agencies; and all other intangible personal property as is reasonably necessary and/or appropriate for the continual and ongoing business of the Carlisle Days Inn in the ordinary course of business. It is specifically the intent of these parties to transfer all such things in a seamless fashion so as to have the operation of the Carlisle Days Inn continue without interruption in its ordinary course of business. GOOD TITLE 4. All assets, real or personal, tangible or intangible, being conveyed herein from Seller to Buyer, are being conveyed by Seller to Buyer free and clear of all liens and encumbrances and Seller warrants that Seller is conveying to Buyer good and marketable title to all such property, free of any liens and encumbrances except for existing building restrictions, ordinances, easements of roads, privileges or rights of public service companies, if any, or easements and/or restrictions visible on the ground. MATTERS NOT CONVEYED 5. Matters and items NOT being conveyed herein or transferred herein between the parties include the following: - -- a. Sellers account receivables, except for room reservations and current bookings of rooms, restaurants, etc. as set forth herein above. b. Sellers accounts payable, claims, actions, suits, or proceedings pending or to the Seller's knowledge threaten against or affecting Seller, seller's assets or assets of this business or related thereto, that were incurred before the date of the execution of this Agreement and were incurred after the date of the execution of this Agreement but were incurred by Seller or through any action by Seiler. c. Any labor Agreements or employment Agreements affecting the business that may exist between Seller and others. d. Any monies or obligations owing to the franchise or the Days Inn franchise that were incurred before the time of the execution of this Agreement by Seller. e. Any and all assets ancUor liabilities of Seller as a corporation and/or as and individual, including but not limited to minute books, stock records, corporate seals, shazes of stock, debts, obligations, claims against or taxes owed by Seller, personnel records and other records that Seller is required by law to retain in its possession; f. All claims of refunds of taxes and governmental charges of Seller g. Any and all obligations of Seller to pay benefits, taxes, unemployment compensation premiums, worker's compensation premiums and any similar thing for the employees or employment of Seller, up to and _ ._ _ including the time of the execution of this Agreement. Nevertheless, Seller agrees that it has paid all such matters relative to employment and/or employees up to the time of the execution of this Agreement and if it has not paid them, they remain the sole obligation of Seller for all such matters up to and including the time of the execution of this Agreement. Buyer shall be responsible for all such matters starting at the time of the execution of this Agreement going forward to the future. The foregoing includes any and all employee rights, plans and benefits or any similar thing. h. The retained liabilities shall remain the sole responsibility of and be retained, paid or preformed and discharged solely by Seller. They include the following: any liability arising out of or relating to products of Seller and services provided by Seller to the time of the execution of this Agreement; any liability under any contract assumed by Buyer pursuant to this transaction, that arises after the time of the execution of this Agreement, but arises out of or relates to any breach that occurred prior to the time of the execution of this Agreement; any liability arising out of or relating to Seller's credit facilities or any security interest relating thereto; any environmental, health or safety liabilities arising out of or relating to the operation of Seller's ownership andlor ownership of real property; any liability under any employment, severance, retention or termination Agreement, or any independent contractor Agreement with any employee or independent - - - - ~- - - contract of Seller or of this business up to the time of the execution of this Agreement; any liability of Seller to any shareholder, director or officer or related person of Seller's corporation; any liability arising out the proceeding pending the time of the execution of this Agreement; any liability arising out of any proceeding commenced after the time of the execution of this Agreement but arising out of or relating to any occurrence or event happening prior to the time of the execution of this Agreement; any liability arising out of or resulting from Seller's compliance or non-compliance with any legal requirement, code, law, regulation, ordinance or order of any governmental body; any liability of Seller under this Agreement or any other document executed with this transaction, including but not limited to the Agreement For Sale of Real Estate & Assets dated Mazch 31, 2008; any liability of Seller based upon any Sellers' acts, misrepresentations, omissions and/or breaches of warranty occumng after the time of the execution of this Agreement. PROBATIONS 6. It is acknowledged that all real estate taxes, water and sewer rent and house rents were pro-rated as of the time of the closing. In like fashion, final gas and electrical bills incurred by Seller, up to an including time of settlement shall be paid by Seller. Any other prepaid deposits as of the time of the execution of this Agreement and held by Seller or its agent, shall be remitted to Buyer. All Seller's receivables - - - - -paid after-the time of the execution of this Agreement to Buyer or-its Agent shall be remitted to Seller on a daily basis and an accounting pertaining thereto presented to Seller on the same basis. Seller shall pay all accounts payable related to the operation of the facility prior to the time of the execution of this Agreement and shall assist Buyer in establishing accounts with vendors. Credit cazd processing shall continue to the time of the execution of this Agreement on account of Seller and thereafter on account of Buyer. CORPORATE NAME 7. The right to use Seller's corporation name is not included in this transfer. The right to use the name "Carlisle Days Inn" and/or derivatives thereof are included herein. FUTURE DOCUMENTS 8. The parties agree that they will sign all documents, forms, or any similar thing, after the time of the execution of this Agreement that is reasonably necessary or appropriate to effectuate the Agreement For Sale of Real Estate & Assets, dated Mazch 31, 2008, and/or Bill of Sale, including but not limited to Deeds, Bills of Sale, Assignments, Certificates of Title, Consents or other instruments of transfer as may be reasonably requested by the parties, each in form and substance satisfactory to the other party and its legal counsel. ALLOCATION OF PURCHASE PRICE 8. It is agreed that the allocation of the purchase price of $6,800,000: a. Real estate $6,725,000 b. Fixtures and other personalty _ 75.000 TOTAL $6,800,000.00 ADDITONAL REPRESENTATIONS AND WARRANTIES OF SELLER 10. All of the representations and warranties contained in the Agreement For Sale of Real Estate and Assets dated Mazch 31, 2008, asabove-referenced, aze specifically repeated and ratified and confirmed herein, and made a part hereof, as though fully set forth herein In addition to the representations and warranties set forth in Paragraph 1 herein above, Seller, each of them, jointly and severally, represents that the Seller corporation is organized and in good standing, validly existing under the laws. of the Commonwealth of Pennsylvania, with full corporate power and authority to conduct its business to own and use the properties and assets that it purports to own and use and to perform all of its obligations in conducting said business as well as in entering into this Bill of Sale as well as the conveyance being conducted simultaneously herewith. In addition, the seller warrants that this transaction is not in violation of any statute of the Commonwealth of Pennsylvania or law of any other applicable jurisdiction, including but not limited to, a bulk sale prohibition or any environmental laws applicable to this property and this business __ _._ and the Seller, its agent's, employees and officers and others have not in any way, done anything to the real estate or this business to violate any hazardous waste laws, environmental laws or similar laws. In addition, the Sellers, each of them, joint and severally, agree to warrant the warranty contained in the Deed for the conveyance of the Real Estate herein and confirm that title to said real estate is free of all liens, encumbrances, mechanic's lien, taxes, etc. other than such easements as are set forth hereinbefore and in the Agreement for Sale of Real Estate and Assets dated March 31, 2008. Seller duly warrants, joint and severally, that Seller Corporation owes no taxes to the United States of America, Commonwealth of Pennsylvania or any other jurisdiction that may adversely effect the title to the real estate or may in any way collected against or claimed against the Buyer or the business known as Carlisle Days Inn.. Neither Seller, nor any shareholder, nor any Guarantor herein, has any knowledge of or a basis to expect that there may or may have been a citation, directive, inquiry, notice, order, summons, warning or other communication that relates to any hazardous activity, hazardous materials, or alleged, actual or potential violation or failure to comply with any environmental laws or any alleged act, actual potential obligation to undertake or bear the cost of any environmental, health and/or safety liabilities with respect to the property and business known as Carlisle Days Inn, whether real, personal or mixed in which the Seller has or had an interest. Seller is not now insolvent nor will it be rendered insolvent by this transaction ancUor sale. Seller warrants that it is capable of, fully authorized to and will execute any and all documents reasonably necessary to carry out this Bill of Sale, including but not limited to all franchise transfer documents, whether or riot in "the name of Seller, one of them, or in the name of Hooke and Suter, a Pennsylvania general partnership and Seller also fully guarantees that Hooke and Suter, as successors and assigns will execute any and all documents reasonably necessary to carry out all of the intentions of this Bill of Sale. NON-COMPETE CLAUSE 11. Seller warrants and agrees that it and all of its officers, directors and shareholders, any and all, agree, jointly and severally, that they will not conduct, open or reopen, in any manner before and in any manner become engaged in the same or similaz business as the Cazlisle Days Inn, either directly or indirectly, as an individual, employee, agent, member of a partnership or office, member or shareholder of any corporation (greater than 5% ownership as a shareholder) within a radius of twenty (20) miles of the present location for a period of three (3) years after the date of the execution of this Agreement. CONFIDENTIALTY AGREEMENT 12. Except as to the extent required by law, both parties agree that neither will disclose or use or direct any of its representatives, employees, directors, shazeholders, agents or others to disclose or use, any confidential information (as defined below) with respect to this transaction, the business known as Cazlisle Days Inn, the - - ~ -- ~ - corpora#e status of financial condition of either party, other than in-connection with the parties officers and directors, accountants and attorneys and lenders and financial institutions. For purposes of this paragraph, "confidential information" means any information about this transaction, the Carlisle Days Inn, the franchise Agreement, liquor license and financial condition, identification of shazeholders, directors and officers or any similar thing of either party's corporation. It is the specific intent of the parties that neither of them will make or cause to made, either directly or indirectly, any public comment, statement or communication with respect to or otherwise to disclose or prevent the disclosure of the existence of this transaction or any of its terms, conditions or other aspects of this transaction, nor to cause to be made either directly or indirectly any such comment, statement or communication with any of the current, pastor future employees of the Carlisle Days Inn. If a party believes that it is required by law to make any such disclosure, it must first provide to the other party, the content of that proposed disclosure, the reasons for such disclosure being required by law and the time and the place that the disclosure will be made. ARBITRATION 13. It is specifically agreed upon betweenlamong the parties hereto, that any disagreement concerning this Agreement or any of the terms or provisions thereof, along with any enforcement of this Agreement or any provisions thereof, any and all shall be submitted to binding arbitration to the American Association of Arbitration to be conducted according to the rules and regulations thereof. In lieu - _ ..__ofsame, either- may-f~l€ an action in Cumberland County Court of Co~niori Pleas by reference to Arbitration to be heard by 3 arbitrators in the Court of Common Pleas of Cumberland County, Pennsylvania, regardless of size of dispute and from which there will no appeal and the decision of the Arbitration Board of the Court of Common Pleas of Cumberland County, Pennsylvania, shall be binding and final. As a result of the foregoing, the trial by jury is specifically waived by the parties hereto, as is similarly waived the right to any and all appeals. Arbitration shall commence by one party giving notice to the other of the desire to undergo azbitration, which shall be sent by one to the other or others at their Last known business addresses. It is the specific intent of the parties that any and all controversies arising from this transaction and/or Agreement are to be submitted to mandatory Abitration pursuant to the Uniform Arbitration Act at 42 P.S. §7301 et.seq. TEMPORARY LEASE AGREEMENT 14. Because the transfer from Seller to Buyer of the franchise with Days Inn could not be accomplished in time for the closing this date, the parties are entering into a temporary Lease Agreement, dated even date herewith and known as "Lease Agreement" in which Buyer is leasing back to Seller for a period of time equal to the time it takes to get the final approval from the Franchisor of the transfer of the franchise from Seller to Buyer, and said Lease Agreement, although a separate document, is incorporated herein and made a part hereof, as though specifically set forth herein: __ .. __ _ _ __ _ _ .._ Said Lease Agreement temporarily amends this Bill of Sale, and as so, and for as long a period of time as the Lease Agreement is in effect, it shall act as an amendment to this Bill of Sale; however, upon the termination of said Lease Agreement, said Lease Agreement shall be forever terminated and shall merge into this Bill of Sale which shall be, then and thereafter, the controlling document between these parties. As further consideration for the closing today and the execution of this Bill of Sale and the accompanying Lease Agreement, as aforesaid, the parties hereby agree to an lowering of the purchase by the amount of $50,000.00, which amount of money shall come from the seller's proceeds on the HUD-1 at the closing and shall be held in escrow by the attorneys for the Buyer, Menges, McLaughlin, Cunningham and Kalasnik, P.C., to be released upon the full completion of the transfer of the franchise agreement from Seller to Buyer which is also contemporaneous with the termination of the aforesaid Lease Agreement, at which time the escrow shall end and the moneys from the lowering of the purchase price shall be released to Buyer; however, also conditioned upon all Buyer's obligations here under and under said Lease Agreement having been fulfilled in full, including, but not limited to all payment by the proper party to franchisor, Days Inn, Worldwide commencing from the time of the execution of this agreement forward and into the future; and it is specifically provided that any transfer payment fee or penalty or any similaz item that is chazged by Days Inn, Worldwide in connection with the transfer of the - - - - - franchise shall-be the sole responsibility of the Buyer and shall be paid from the above referenced escrow before the remaining proceeds of same are distributed to Buyer as set forth hereinabove. MISCELLANEOUS PROVISIONS 15. The provisions herein constitute the entire Agreement between the parties and supersede all prior oral or written Agreements, understandings, representations and warranties and courses of conduct and dealings between the parties on the subject matter thereof, except the Agreement For Sale of Real Estate and Assets dated March 31, 2008, which is incorporated herein as set forth hereinabove. Except as otherwise provided herein, the provisions of this Bill of Sale may be amended or modified only by a written Agreement executed by all of the parties. This Bill of Sale and all provisians hereunder are to be construed under the laws of the Commonwealth of Pennsylvania, without regard to conflict law principles; and jurisdiction and venue for any action hereunder, shall be Cumberland County, Pennsylvania. 16. This Bill of Sale may be executed in one or more counterparts, each of which will be deemed to be an original and a photocopy hereof, shall be as binding as an original hereof. 17. The failure of either party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver thereof, and any subsequent default of the same or similar nature. 18. The descriptive headings used herein, as well as the Table of Contents, if any, at he beginning hereof, are for convenience only, they are not intended to indicate all the matters in the sections which follow them. Accordingly, they have not effect, whatsoever in determining the rights or obligations of the parties. 19. Any provision of this Bill of Sale, or any of the ancillary documents related thereto, is held to be inoperative, invalid or illegal, it is the intention that all remaining provisions thereof, should continue to be fully operative and effective so far as is possible and reasonable. Although, this Bill of Sale and related documents may have been prepared more by one attorney and/or its staff, than the other, nevertheless, it is specifically agreed that his Agreement has been the fruition of negotiations between the parties and their counsel, at great length, and therefore, any ambiguity herein shall not be construed against either party and it is specifically agreed that both parties and their attorneys have participated fully in the preparation of this document and all other documents prepared in this transaction, and, therefore, specifically agree if there is any ambiguity herein or in any other documents, that both parties are equally responsible therefore. 20. All parties agree that they will keep every other party informed of his or her business address, email and phone number and shall promptly notify the other in writing of any change thereof, immediately, for the next one year. IN WITNESS WHEREOF, the parties hereto have set their hands and seals, the day and year first above written. EASTERN MOTOR INNS, INC. Attest: ~(/ tness: NEIL KAMAL, INC. (SEAL) (SEAL) ~k1'r' ~~~' _ (SEAL) By: Babub ' R. Patel, President 4D~' (SEAL) Babubhai R. Pa 1, individually COMMONWEALTH OF PENNSYLVANIA COUNTY OF ss On this ,day of April, 200$, before me, the undersigned officer, personally appeared, ,individually and who acknowledged himself to be the of Eastern Motor Inns, Inc, being duly authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation and his individual name as thereof. Notary Public My Commission Expires COMMONWEALTH OF PENNSYLVANIA ss COUNTY OF YORK On this ~~day of April, 2008, before me, the undersigned officer, personally appeared, Babubhai R. Patel, individually and who acknowledged himself to be the President of Neil Kamal, Inc, being duly authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation and his individual name as President thereof. Notary Fublic My Commission Expires: COMMONVVEALTH_OF PENNSYLVANIA NDt~I $eal Diane K DoNdeR, No>ary P~lic City Qf Yak, Yak CarMy MY ~ Ea~ires Sept 11,2011 Aher,~b~r, Pennsyiva>>i3 ;~s:~acsattan of Notaries Assignment of Agreement For Sale Of Real Estate and Assets I, Babubhai R. Patel, parry of the second part under an Agreement dated March 31, 2008 with Eastern Motor Inns, Inc., party of the first part under said Agreement, do hereby transfer and assign all of my obligations, rights, title and interest under said. Agreement to Neil Kemal, Inc. this 30th day of May, 2008. fitness: ~~ Babubhai R. Patel Acceptance of Assignment We hereby accept the assignment of the above referenced Agreement for Sale of Real Estate & Assets and will perform the duties and obligations therein as if we were party to the original agreement. May 30, 2008 `~~ .. _ Neil Kemal, Inc. .. By: Babubhai R. Patel, President Sworn to and subscribed before me, the day and y~eaz aforesaid. Notary Public My Commission Expires: fi~~'~ v t~u- IBeM Dhns K DoMalM. Nolery PubMc Cllr dVak Yaic ccur~q- MY ~~ammNMon E~Iras 9ipt 11.20'+1 Member. PennsY~erita /lseoel~gq~ d Note~iss LEASE AGREEMENT FOR CARLISLE DAYS INN THIS LEASE AGREEMENT made this 16 day of April,. 2008, by and between Neil Kamal, Inc. and guaranteed by its principle off ce/shareholder, Babubhai R. Patel, hereinafter called "Lessor" and Eastern Motor Inns, Inc. and its principle officer/shareholder, Kurt E. Suter, hereinafter called "Lessee" Demise and Description of Property -Lessor hereby leases to Lessee and Lessee herby leases from Lessor on and subject to the terms, conditions and covenants hereinafter set forth, the property, hereinafter referred to as the "Leased Premises" located in South Middleton Township Cumberland County Pennsylvania, known as the Carlisle Days Inn, located at exit 46, interstate 81. 2. Term -The term of this lease shall be for a period of one (1) day, commencing on April 16, 2008, at 12 noon and ending on Thursday, April 17, 2008 at 12 noon. Should the Lessee lawfully remain in the premises after that date, this Lease Agreement shall remain in effect on a day to day basis, thereafter, until the transfer of the franchise with Days Inn from Lessee to Lessor has been finalized and accomplished and Lessee's financial obligations with the Days Inn Franchise have been made current by the parties under a bill of sale of even date herewith, at which time this lease shall automatically terminate without any notice, whatsoever. 3. Rent -Lessee shall pay to Lessor, as rent for the Leased Premises, monthly, total rent that is equal to all of the revenues (under generally accepted accounting principles) which come in to the books of the Leased Premises, from any source, whatsoever, less $250 per day. Said lease shall paid at EXHIBIT least monthly but shall be calculated daily. Said rent shall continue from the date of the execution of this Agreement until the date of the termination of this lease as set forth herein. The date of termination of this lease will be considered the date of termination closest to the date and time of 12 noon on the actual date of termination. 4. Use of Premises -The Leased Premises shall be used by Lessee as ahotel/motor inn, and associated business uses and for uses normally incident thereto, as it has been used in the recent past, and for no other purpose. 5. Time of Use -Lessee shall occupy the leased premises and conduct business thereon twenty-four (24) hours per day, seven days per week and shall have primary possession of the premises and be primarily responsible for running the operation of the business, but Lessor shall have right of possession for purposes of inspection of the premises, becoming familiar with the workings of the business, working with the Lessee on the operation of the business to help Lessee and to help Lessee instruct and train Lessor. 6. Assignment and Sub-Letting -Neither party hereto shall assign or sub-let the leased premises for the times and days to which they are entitled under this Lease to possess and use the premises, without the prior consent of the other party. In the event of any such assignment or sub-letting, the assignee or sub-lessee shall agree, in writing, to assume all of the terms, conditions and covenants of 2 this Lease, and the liability of the parties hereto as well as the liability of any assignee of any party hereto shall survive any assignment or sub-letting. 7. Utilities and Other Ezuenses -All utilities and other expenses are the sole responsibility of Lessor, including but not limited to utilities, taxes, assessments, water charges, sewer charges and all other charges for the Leased Premises. 8. Insurance -Fire and extended coverage and liability insurance, including fire and extended coverage for at least the 6.8 million dollars on the improvements of the premises, shall be the sole financial responsibility of Lessor, but Lessee will continue in effect the present such insurance, including any increase to the 6.8 million dollar coverage, set forth hereinabove, as long as this lease agreement remains in effect. Lessee shall furnish to Lessor all certificates of all such insurances required herein. 9. Eminent Domain - If the whole or any part of the leased premises shall be taken by any public authority under the power of eminent domain, then Lessor and Lessee shall be entitled to damages as their interest may appear. If the premises are destroyed or damaged to an extent that renders the premises unfit for occupancy, or if the premises are rendered unusable for the purpose intended herein by any act or disapproval of any governmental body under zoning or other police powers, then, either party hereto may terminate this Lease, by written notice to the other, and any insurance coverage for any such loss shall be as the parties' interest may appear. 3 10. Reaairs and Maintenance -All repairs, maintenance, cleaning, snow removal, ice removal, trash removal and all other such maintaining of the premises, including but not limited to normal wear and tear repairs, maintenance and/or improvements to structure components of any building and/or fixture, shall all be the sole responsibility of the Lessee who agrees to maintain the premises and all components thereof in a safe and good condition and in at least as good a condition as the premises and all improvements thereon were at the time of the execution of this lease agreement; nevertheless, all the costs of said repairs and maintenance shall be, as all other utilities and expenses set forth hereinabove, the sole financial responsibility of Lessor. It is the sole responsibility of Lessee to deliver to the Lessor, at the time of the termination of this lease agreement, all of the premises, improvements, personalty, and all other items of tangible and intangible personal property as set forth in the Bill of Sale, in the same condition as of the date of the termination of this agreement as all of said items were at the date of the execution of this agreement. Notwithstanding the foregoing, there is currently undergoing and in process a renovation/updating of the bathrooms and that said renovation/updating shall continue, on schedule, as is already in process in for so long as this Lease Agreement remains in effect, the cost of same -shall be the sole responsibility of Lessee and shall be in addition to the rent obligation from Lessee to Lessor as set forth hereinabove. 4 11. Signs - Signage shall remain as it currently is throughout the term of this lease agreement. Neither parties shall change any signage without the express written approval of the other during the term of this lease agreement. 12. Other Ezaenses -The rental obligation as set forth hereinabove is the sole financial liability of Lessee, herein, other than the bathroom renovation as set forth in Pazagraph 10 above and, therefore, all other expenses shall be the sole responsibility of Lessor, including but not limited to all expenses in connection with the operation of this hotel as it has been operated in the immediate past. Neither party shall add any additional expense, including but not limited to adding any employees or any overtime for employees, without the express written approval of the other. 13. Integration -The parties acknowledge that there is a Bill of Sale, dated even date herewith which is the master document between these parties setting forth the rights, responsibilities, and obligations between the two of them, and that this lease agreement is merely an amendment thereto and a part thereof. The execution to this lease agreement, the parties hereto forever ratify and confirm the aforesaid Bill of Sale of even date herewith, except to the extent that they aze inconsistent with this agreement, in which case this agreement shall take precedence so long as it exists; however, upon the termination of this agreement, the Bill of Sale will survive and be the sole document between these parties. It is the express intent of the parties that this lease agreement is to remain in effect for a very short period of time, probably approximately thirty (30) days, more or less, until the franchise transfers from 5 Lessee to Lessor is accomplished, and, as a result, the operation of this business by Lessee on behalf of Lessor is expected to be virtually identical to the way it has been run in the immediate past with no changes in the operation thereof, of any substance, without the express written consent of both parties. 14. Miscellaneous -All rights and remedies of the parties hereto shall be cumulative and none shall exclude any other right or remedy allowed by law and all rights- and remedies may be exercised and enforced concurrently and whenever and as often as occasion shall arise. The failure by either party to enforce any right or covenant of this Lease Agreement shall not be deemed to be a waiver thereof. This Lease Agreement embodies the entire Agreement between the parties hereto relative to the subject matter hereof, and shall not be modified, changed, amended or altered in any respect, except in writing and signed by both parties hereto. The covenants and obligations herein created shall extend to, bind and inure to the benefit not only of the parties hereto, but their successors and assigns. All notices, requests and demands shall be in writing and shall be deemed to have been duly given if delivered personally, or sent by certified mail, as follows: LESSOR: Neil Kamal, Inc. Attn: Babubhai R. Patel 2129 Lincoln Highway East Lancaster, Pennsylvania 17602 And its Counsel: Menges, McLaughlin, Cunningham & Kalasnik, P.C. Attn: N. Christopher Menges, Esquire 6 145 East Mazket Street York, Pennsylvania 17401 LESSEE: Eastern Motor Inns, Inc. Attn: Kurt E. Suter 101 Alexander Spring Road Cazlisle, Pennsylvania 17013 And its Counsel: . Duncan & Hartman, P.C. Attn: William Duncan, Esquire 1 Irvine Road Cazlisle, Pennsylvania 17013 All times in this Agreement are agreed to be of the essence of this Agreement. It is specifically agreed between the parties hereto that any disagreement concerning this Lease Agreement or any terms provisions thereof, along with the enforceability of this lease agreement or any provisions thereof, any and all shall be submitted to bind in azbitration to the American Association of Arbitration to be concluded according to the rules and regulations thereof. In lieu of same, either party may file an action in Cumberland county Court of Common Pleas of Cumberland County, Pennsylvania, by reference of azbitration, to be heazd by three arbitrators in the Court of Common Pleas of Cumberland County, regazdless of size of dispute and from which there will be no appeal, and the decision of the arbitration boazd of the Court of Common Pleas of Cumberland County, Pennsylvania, shall be binding and final. As a result of the foregoing, a trial by jury is specifically waived by the parties hereto, as is similazly waived the right to any and all appeals. Arbitration shall commence by one party giving notice 7 w to the other the desire to undergo azbitration, which shall be sent by one to the other at the addresses stated herein. It is the specific intent of the parties that any and all controversies arising from this transaction and/or this lease agreement axe to be submitted to mandatory arbitration pursuant to the uniform arbitration act at 42 p.s. § 7301 et.seq. 8 IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have set their hands and seals the day and year first above written. WITNESS: ~~1 WITNESS: ~. ~ ~G. LESSOR: (SEAL) (SEAL) (SEAL) (SEAL) 9 AMENDMENT TO LEASE AGREEMENT WHEREAS, A Lease Agreement was entered into between Neil Kamal, Inc., as Lessor and Eastern Motor Inns, Inc., as Lessee, dated the 16~' day of April, 2008, with the subject property of the lease being the hotel known as Cazlisle Days Inn, in Carlisle, Pennsylvania; WHEREAS, said Lease Agreement was executed on April 16, 2008, with an omission contained therein, which the parties had agreed to verbally and intended to be included in said Lease Agreement, but because of scribner's error was omitted; AND, WHEREAS, the parties wish to cure this scribner's error by an Amendment to the Lease Agreement, to add to it the unintentionally omitted provision; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby,. the parties hereby agree, this ~ day of April, 2008, as follows, to wit: 1. The Lease Agreement of April 16, 2008, relative to Cazlisle Days Inn, at Paragraph 3, titled "Rent", shall have added to it, at the end thereof, the following provision: Said $250.00 per da~, as set forth hereinabove, shall increase to $500.00 per day, commencing the 46 day of this lease and thereafter until this lease is terminated, if not terminated before; however, nothing contained herein shall be construed to obligate the Lessee to continue to lease the premises on the 46~' day and thereafter. 2. All other provisions of said Lease Agreement of April 16, 2008, and as amended by Paragraph 1 above is hereby reconfirmed and ratified herein, but the commencement date of this Lease shall remain April 16, 2008. v "c ~ IN WITNESS WHEREOF, the parties hereto, intended to be legally bound hereby, have hereunto set their hands and seals, the day and year first above written. ' ess: NEIL, KAMAL, INC. _~~~ (Seal) By: Babubhai R. Patel, President Witness: Wi ss: OTOR INNS, INC. President (Seal) Witness: -;~ r- F~~. ~,., . ... .,,- T, ~ ~ - ~i3^Y .._ Duncan & Hartman, P.C. William A. Duncan, Esquire 1 Irvine Row, Carlisle, Pennsylvania 17013 717.249.7780 717.249-7800 FAX Attorney ID 22080 IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC. vs. EASTERN MOTOR INNS, INC. Defendant 2~f~..''..~~ --i3 r~i ~,~ Cam, ;': _, ~ 'v'sY CIVIL ACTION NO. 10-4070 CIVIL PRELIMINARY OBJECTIONS Defendant Eastern Motor Inns, Inc., by and through its attorney, William A. Duncan, Esquire, makes the following preliminary objections to Plaintiff's Complaint: 1. This Court has no subject matter jurisdiction because the Bill of Sale attached hereto, incorporated by reference and marked Exhibit "A" which was intended to survive closing, in Paragraph 13 specifically provides that any disagreement shall be submitted to binding Arbitration. 2. This Court has no subject matter jurisdiction because the Lease Agreement for Carlisle Days Inn attached hereto, incorporated by reference and marked Exhibit "B", on Page 7 specifically provides that any disagreement shall be submitted to binding Arbitration. WHEREFORE, Defendant prays this Honorable Court dismiss the Plaintiffs' Complain on the grounds of lack of jurisdiction. Respectfully submitted, (~^A'~~i ~.i7~(~ William A. Duncan, Esquire Attorney for Defendant BILL OF SALE THIS BILL OF SALE made this 16~ Day of April, 2008, by and between EASTERN MOTOR INNS, INC., hereinafter referred to as "Seller"; and NEIL KAMAL, IlYC., hereinafter referred to as `Buyer" along with its principal officer/shareholder Babubhai R Patel, who guarantees, personally, the obligations of the Buyer herein: WHEREAS, the parties have entered into an Agreement For Sale of Real Estate & Assets, hereinafter referred to as "Agreement", dated the 31" day of March, 2008, for the sale and purchase of a hotel known as Carlisle Days Inn; WHEREAS, the Closing, contemplated in said Agreement is occurring this date, and as a part thereof, this document is evidencing the transfer of the assets of said Carlisle Days Inn from Seller to Buyer; WHEREAS, there are certain representations and warranties by the parties contained in said Agreement which were designated therein as to survive the closing and, therefore, those ark being u incorporated herein by reference and made a part hereof as though fully set forth herein; AND WHEREAS, the parties wish to, as a part of the Sale and Purchase of this business from Seller to Buyer, incorporate additional representations, warranties, rights and responsibilities between the parties, intending to legally bind both therein; NOW, THEREFORE, in consideration of the mutual covenants contained herein and specifically in consideration of the Closing that is taking place contemporaneously herewith, in which Seller is being paid Six Million Eight Hundred Thousand Dollaz ($6,800,000.00) by Buyer, in exchange for which Seller is transferring the business and property known as Carlisle Days Inn to Buyer, the parties intending to be legally bound hereby, the parties agree as follows, to wit: CONVEYANCE OF REAL ESTATE 1 • Contemporaneously herewith, Seller is executing and causing to be delivered to Buyer, a Deed for the real estate on which this business is situate at 101 Alexander Spring road, South Middleton Township, Cumberland County, Carlisle, Pennsylvania, and Buyer is accepting said Deed and causing same to be recorded in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania, thus evidencing the sale and purchase of the real estate part of this business. TANGIBLE PERSONAL PROPERTY 2• Seller hereby conveys to Buyer all of the tangible personal property of Cazlisle Days Inn as currently exists at the time of the execution of this Agreement for the ongoing business known as Cazlisle Days Inn and to continue the operation of same, without interruption, in the ordinary course of business. Such items of tangible personal property shall include but not be limited to the following: all inventories as they currently exist, including but not limited to food (inventory of beverages regulated by the Pennsylvania Liquor Control Boazd provided for hereinafter); the operational facilities consistent with such quantities as presently maintained on the premises in the ordinary course of business; all unopened containers of beverages not regulated by the Pennsylvania Liquor Control Boazd located in the business as of today; all unopened containers of food stuffs located on the premises as of today; all unopened linen and bedding material located on the premises as of today; all existing plumbing, heating and lighting fixtures and systems appurtenant thereto and forming a part hereof; all other permanent fixtures as well as signage, refrigerators, stoves, dehumidifiers, ceiling fans and storage shed, together with wall to wall carpeting, screens, storm sash and/or doors, shades, awnings, Venetian blinds, couplings for automatic washers and dryers, etc, radiator covers, cornices, water softeners, kitchen cabinets, drapery rods and drapery rod hazdwaze, curtain rods and curtain rod hardware, all trees, shrubbery, plantings now in or on the property as exists at the time of the execution of this Agreement; all other equipment, room furnishings, electronic and electrical devices, supplies, machines, housekeeping items, linens and other materials used in subject business and all similaz items; computer systems located on the premises, keys, forms whether the Days Inn Franchise or otherwise, paper and printing supplies, photocopiers and photocopier supplies and all other tangible personal property as exists as of the time of the execution of this Agreement for the concern to continue ongoing, the regular course of business. Relative to all beverages, whether opened or unopened, regulated by the Pennsylvania Liquor Control Board, all such inventory will be transferred by Seller to Buyer only upon approval by the Pennsylvania Liquor Control Board of the application by Buyer for the transfer of the Liquor License and the Buyer shall thereupon be responsible for reporting to the Pennsylvania Liquor Control Boazd the value of said inventory. In the meantime, until such approval by the Pennsylvania Liquor Control Boazd of Buyer's application for said license, no beverages regulated by the Pennsylvania Liquor Control Board shall be served on the premises by either Buyer or Seller or by any other person and all such facilities aze to be closed until said time. INTANGIBLE PERSONAL PROPERTY 3. The conveyance from the Seller to Buyer includes the following items of intangible personal property: all licenses, insurances and insurance coverages; the franchise with Days Inn; the hotel liquor license associated with the business; the actual transfer of same being processed through the Pennsylvania Liquor Control Board, which said process is in fact, in process and all parties agree to promptly execute all documents reasonably necessary to complete the process of said liquor license being transferred from Seller to Buyer; the identification signage located on Interstate Highway 81 through the Pennsylvania Logo Trust. Said franchise with Days Inn and the hotel's liquor license associated with the business and signage located on Interstate Highway 81 through Pennsylvania logo Trust, all three aze having their transfers in process and the parties to properly execute all documents reasonably necessary to complete the transfer process as expeditiously as possible. In addition, Buyer agrees to make the Franchise payments to Days Inn from the date of the execution of this Agreement, forwazd in time, and indemnifies and holds harmless Seller for any said payments that accrue relative to this franchise from the date of the execution of this Agreement, forwazd in to the future. In like fashion, Buyer indemnifies and holds harmless Seller for any claims that may arise by the Days Inn Franchise against Seller that would accrue from the date of the execution of this Agreement forward in time. all rights under the signage Agreement with Pennsylvania Logo Trust relative to identification signs located on Interstate Highway 81; all computer programs and softwaze and data as stored on the business computers as of the date of execution of this Agreement; advanced bookings for rooms, meeting facilities and restaurant reservations; all prepaid room deposits and other pre-paid deposits; credit card postings after the date of time the execution of this Agreement only; all claims of Seller against third parties relating to the Carlisle Days Inn, and/or its assets, whether Choate or inchoate, known or unknown, contingent or non-contingent; all trade names, trademazks, signs, symbols presently associated with and/or owned by the Carlisle Days Inn; all fictitious names, fictitious name registrations and similar things associated with and/or owned by the Carlisle Days Inn; all permits, use permits, licenses or similaz -- documents within Seller possession or control in connection with the Carlisle Days Inn or any portion thereof and the business and/or operation thereof, including but not limited to a Certificate of Authority for Occupancy by any and all governmental agencies; and all other intangible personal property as is reasonably necessary and/or appropriate for the continual and ongoing business of the Carlisle Days Inn in the ordinary course of business. It is specifically the intent of these parties to transfer all such things in a seamless fashion so as to have the operation of the Cazlisle Days Inn continue without interruption in its ordinary course of business. GOOD TITLE 4. All assets, real or personal, tangible or intangible, being conveyed herein from Seller to Buyer, are being conveyed by Seller to Buyer free and cleaz of all liens and encumbrances and Seller warrants that Seller is conveying to Buyer good and marketable title to all such property, free of any liens and encumbrances except for existing building restrictions, ordinances, easements of roads, privileges or rights of public service companies, if any, or easements and/or restrictions visible on the ground. MATTERS NOT CONVEYED 5. Matters and items NOT being conveyed herein or transferred herein between the parties include the following: a. Sellers account receivables, except for room reservations and current bookings of rooms, restaurants, etc. as set forth herein above. b. Sellers accounts payable, claims, actions, suits, or proceedings pending or to the Seller's knowledge threaten against or affecting Seller, seller's assets or assets of this business or related thereto, that were incurred before the date of the execution of this Agreement and were incurred after the date of the execution of this Agreement but were incurred by Seller or through any action by Seller. c. Any labor Agreements or employment Agreements affecting the business that may exist between Seller and others. d. Any monies or obligations owing to the franchise or the Days Inn franchise that were incurred before the time of the execution of this Agreement by Seller. e. Any and all assets and/or liabilities of Seller as a corporation and/or as and individual, including but not limited to minute books, stock records, corporate seals, shares of stock, debts, obligations, claims against or taxes owed by Seller, personnel records and other records that Seller is required by law to retain in its possession; f. All claims of refunds of taxes and governmental charges of Seller g. Any and all obligations of Seller to pay benefits, taxes, unemployment compensation premiums, worker's compensation premiums and any similaz thing for the employees or employment of Seller, up to aad including the time of the execution of this Agreement. Nevertheless, Seller agrees that it has paid all such matters relative to employment and/or employees up to the time of the execution of this Agreement and if it has not paid them, they remain the sole obligation of Seller for all such matters up to and including the time of the execution of this Agreement. Buyer shall be responsible for all such matters starting at the time of the execution of this Agreement going forwazd to the future. The foregoing includes any and all employee rights, plans and benefits or any similar thing. h. The retained liabilities shall remain the sole responsibility of and be retained, paid or preformed and discharged solely by Seller. They include the following: any liability arising out of or relating to products of Seller and services provided by Seller to the time of the execution of this Agreement; any liability under any contract assumed by Buyer pursuant to this transaction, that arises after the time of the execution of this Agreement, but arises out of or relates to any breach that occurred prior to the time of the execution of this Agreement; any liability arising out of or relating to Seller's credit facilities or any security interest relating thereto; any environmental, health or safety liabilities arising out of or relating to the operation of Seller's ownership and/or ownership of real property; any liability under nay employment, severance, retention or termination Agreement, or any independent contractor Agreement with any employee or independent - ~- - - -contract of Seller or of this business up to the time of the execution of this Agreement; any liability of Seller to any shazeholder, director or officer or related person of Seller's corporation; any liability arising out the proceeding pending the time of the execution of this Agreement; any liability arising out of any proceeding commenced after the time of the execution of this Agreement but arising out of or relating to any occurrence or event happening prior to the time of the execution of this Agreement; any liability arising out of or resulting from Seller's compliance or non-compliance with any legal requirement, code, law, regulation, ordinance or order of any governmental body; any liability of Seller under this Agreement or any other document executed with this transaction, including but not limited to the Agreement For Sale of Real Estate & Assets dated Mazch 3 1, 2008; any liability of Seller based upon any Sellers' acts, misrepresentations, omissions andlor breaches of warranty occurring after the time of the execution of this Agreement. PROBATIONS 6. It is acknowledged that all real estate taxes, water. and sewer rent and house rents were pro-rated as of the time of the closing. In tike fashion, final gas and electrical bills incurred by Seller, up to an including time of settlement shall be paid by Seller. Any other prepaid deposits as of the time of the execution of this Agreement and held by Seller or its agent, shall be remitted to Buyer. All Seller's receivables ... - paid after the time of the execution of this Agreement to Buyer or-its Agent shall be remitted to Seller on a daily basis aad an accounting pertaining thereto presented to Seller on the same basis. Seller shall pay all accounts payable related to the operation of the facility prior to the time of the execution of this Agreement and shall assist Buyer in establishing accounts with vendors. Credit card processing shall continue to the time of the execution of this Agreement on account of Seller and thereafter on account of Buyer. CORPORATE NAME 7. The right to use Seller's corporation name is not included in this transfer. The right to use the name "Cazlisle Days Inn" and/or derivatives thereof are included herein. FUTURE DOCUMENTS 8. The parties agree that they will sign all documents, forms, or any similaz thing, after the time of the execution of this Agreement that is reasonably necessary or appropriate to effectuate the Agreement For Sale of Real Estate & Assets, dated Mazch 31, 2008, andlor Bill of Sale, including but not limited to Deeds, Bills of Sale, Assignments, Certificates of Titie, Consents or other instruments of transfer as may be reasonably requested by the parties, each in form and substance satisfactory to the other party and its legal counsel. ALLOCATION OF PURCHASE PRICE 8. It is agreed that the allocation of the purchase price of $6,800,000: a. Real estate $6,725,000 b. Fixtures and other personalty 75.000 TOTAL $6,800,000.00 ADDITONAL REPRESENTATIONS AND WARRANTIES OF SELLER 10. All of the representations and warranties contained in the Agreement For Sale of Real Estate and Assets dated March 31, 2008, as above-referenced, are specifically repeated and ratified and confirmed herein, and made a part hereof, as though fully set forth herein In addition to the representations and warranties set forth in Paragraph 1 herein above, Seller, each of them, jointly and severally, represents that the Seller corporation is organized and in good standing, validly existing under the laws of the Commonwealth of Pennsylvania, with full corporate power and authority to conduct its business to own and use the properties and assets that it purports to own and use and to perform all of its obligations in conducting said business as well as in entering into this Bill of Sale as well as the conveyance being conducted simultaneously herewith. In addition, the seller warrants that this transaction is not in violation of any statute of the Commonwealth of Pennsylvania or law of any other applicable jurisdiction, including but not limited to, a bulk sale prohibition or any environmental laws applicable to this property and this business __ _ .and the Seller, its agent's, employees and officers and others have not in any way, done anything to the real estate or this business to violate any hazardous waste laws, environmental laws or similar laws. In addition, the Sellers, each of them, joint and severally, agree to warrant the warranty contained in the Deed for the conveyance of the Real Estate herein and confirm that title to said real estate is free of all liens, encumbrances, mechanic's lien, taxes, etc. other than such easements as are set forth hereinbefore and in the Agreement for Sale of Real Estate and Assets dated March 31, 2008. Seller duly warrants, joint and severally, that Seller . > Corporation owes no taxes to the United States of America, Commonwealth of Pennsylvania or any other jurisdiction that may adversely effect the title to the real estate or may in any way collected against or claimed against the Buyer or the business known as Cazlisle Days Inn. Neither Seller, nor any shareholder, nor any Guarantor herein, has any knowledge of or a basis to expect that there mayor may have been a citation, directive, inquiry, notice, order, summons, warning or other communication that relates to any hazardous activity, hazardous materials, or alleged, actual or potential violation or failure to comply with any environmental laws or any alleged act, actual potential obligation to undertake or beaz the cost of any environmental, health andlor safety liabilities with respect to the property and business known as Carlisle Days Inn, whether real, personal or mixed in which the Seller has or had an interest. Seller is not now insolvent nor will it be rendered insolvent by this transaction andlor sale. Seller warrants that it is capable of, fully authorized to and will execute any and all documents reasonably necessary to carry out this Bill of Sale, including but not _ limated to all franchise transfer documents, whether or riof ~in the name of Seller, one of them, or in the name of Hooke and Suter, a Pennsylvania general partnership and Seller also fully guarantees that Hooke and Suter, as successors and assigns will execute any and all documents reasonably necessary to carry out all of the intentions of this Bill of Sale. NON-COMPETE CLAUSE 11. Seller warrants and agrees that it and all of its officers, directors and shareholders, any and all, agree, jointly and severally, that they will not conduct, open or reopen, in any manner before and in any manner become engaged in the same or similar business as the Cazlisle Days Inn, either directly or indirectly, as an individual, employee, agent, member of a partnership or office, member or shareholder of any corporation (greater than 5% ownership as a shazeholder) within a radius of twenty (20) miles of the present location for a period of three (3) yeazs after the date of the execution of this Agreement. CONFIDENTIALTY AGREEMENT 12. Except as to the extent required by law, both parties agree that neither will disclose or use or direct any of its representatives, employees, directors, shazeholders, agents or others to disclose or use, any confidential information (as defined below) with respect to this transaction, the business known as Cazlisle Days Inn, the - - ~ corporate status of financial condition of either party, other than in-connection with the parties officers and directors, accountants and attorneys and lenders and financial institutions. For purposes of this paragraph, "confidential information" means any information about this transactioq the Carlisle Days Inn, the franchise Agreement, liquor license and financial condition, identification of shazeholders, directors and officers or any similar thing of either party's corporation. It is the specific intent of the parties that neither of them will make or cause to made, either directly or indirectly, any public comment, statement or communication with respect to or otherwise to disclose or prevent the disclosure of the existence of this transaction or any of its terms, conditions or other aspects of this transaction, nor to cause to be made either directly or indirectly any such comment, statement or communication with any of the current, pastor future employees of the Carlisle Days Inn. If a parry believes that it is required by law to make any such disclosure, it must fast provide to the other party, the content of that proposed disclosure, the reasons for such disclosure being required by law and the time and the place that the disclosure will be made. ARBITRATION 13. It is specifically agreed upon betweenlamong the parties hereto, that any disagreement concerning this Agreement or any of the terms or provisions thereof, along with any enforcement of this Agreement or any provisions thereof, any and all shall be submitted to binding azbitration to the American Association of Arbitration to be conducted according to the Hiles and regulations thereof. In lieu . ....of.same, either- may-file an action in Cumberland County Court of Carrion Pleas by reference to Arbitration to be heazd by 3 azbitrators in the Court of Common Pleas of Cumberland County, Pennsylvania, regazdless of size of dispute and from which there will no appeal and the decision of the Arbitration Boazd of the Court of Common Pleas of Cumberland County, Pennsylvania, shall be binding and final. As a result of the foregoing, the trial by jury is specifically waived by the parties hereto, as is similarly waived the right to any and all appeals. Arbitration shall commence by one party giving notice to the other of the desire to undergo arbitration, which shall be sent by one to the other or others at their last known business addresses. It is the specific intent of the parties that any and all controversies arising from this transaction and/or Agreement are to be submitted to mandatory azbitration pursuant to the Uniform Arbitration Act at 42 P.S. §7301 et.seq. TEMPORARY LEASE AGREEMENT 14. Because the transfer from Seller to Buyer of the franchise with Days Inn could not be accomplished in time for the closing this date, the parties are entering into a temporary Lease Agreement, dated even date herewith and known as "Lease Agreement" in which Buyer is leasing back to Seller for a period of time equal to the time it takes to get the final approval from the Franchisor of the transfer of the franchise from Seller to Buyer, and said Lease Agreement, although a sepazate document, is incorporated herein and made a part hereof, as though specifically set forth herein. - - -- _ _ .. _ Said Lease Agreement temporarily amends this Bill of Sale, and as so, and for as long a period of time as the Lease Agreement is in effect, it shall act as an amendment to this Bill of Sale; however, upon the termination of said Lease Agreement, said Lease Agreement shall be forever terminated and shall merge into this Bill of Sale which shall be, then and thereafter, the controlling document between these parties. As further consideration for the closing today and the execution of this Bill of Sale and the accompanying Lease Agreement, as aforesaid, the parties hereby agree to an lowering of the purchase by the amount of $50,000.00, which amount of money shall come from the seller's proceeds on the HUD-1 at the closing and shall be held in escrow by the attorneys for the Buyer, Menges, McLaughlin, Cunningham and Kalasnik, P.C., to be released upon the full completion of the transfer of the franchise agreement from Seller to Buyer which is also contemporaneous with the termination of the aforesaid Lease Agreement, at which time the escrow shall end and the moneys from the lowering of the purchase price shall be released to Buyer; however, also conditioned upon all Buyer's obligations here under and under said Lease Agreement having been fulfilled in full, including, but not limited to all payment by the proper party to franchisor, Days Inn, Worldwide commencing from the time of the execution of this agreement forwazd and into the future; and it is specifically provided that any transfer payment fee or penalty or any similaz item that is chazged by Days Inn, Worldwide in connection with the transfer of the _ _ _ _ . _. _ franchise shall be the sole responsibility of the Buyer and shall be paid from the above referenced escrow before the remaining proceeds of same aze distributed to Buyer as set forth hereinabove. MISCELLANEOUS PROVISIONS 15. The provisions herein constitute the entire Agreement between the parties and supersede all prior oral or written Agreements, understandings, representations and warranties and courses of conduct and dealings between the parties on the subject matter thereof, except the Agreement For Sale of Real Estate and Assets dated Mazch 31, 2008, which is incorporated herein as set forth hereinabove. Except as otherwise provided herein, the provisions of this Bill of Sale may be amended or modified only by a written Agreement executed by ail of the parties. This Bill of Sale and all provisions hereunder are to be construed under the laws of the Commonwealth of Pennsylvania, without regazd to conflict law principles; and jurisdiction and venue for any action hereunder, shall be Cumberland County, Pennsylvania. 16. This Bill of Sale may be executed in one or more counterparts, each of which will be deemed to be an original and a photocopy hereof, shall be as binding as an original hereof. 17. The failure of either party to insist upon strict performance of aay of the provisions of this Agreement shall not be construed as a waiver thereof, and any subsequent default of the same or similaz nature. 18. The descriptive headings used herein, as well as the Table of Contents, if any, at he beginning hereof, aze for convenience only, they are not intended to indicate all the matters in the sections which follow them. Accordingly, they have not effect, whatsoever in determining the rights or obligations of the parties. 19. Any provision of this Bill of Sale, or any of the ancillary documents related thereto, is held to be inoperative, invalid or illegal, it is the intention that all remaining provisions thereof, should continue to be fully operative and effective so faz as is possible and reasonable. Although, this Bili of Sale and related documents may have been prepazed more by one attorney and/or its staff, than the other, nevertheless, it is specifically agreed that his Agreement has been the fruition of negotiations between the parties and their counsel, at great length, and therefore, any ambiguity herein shall not be construed against either party and it is specifically agreed that both parties and their attorneys have participated fully in the prepazation of this document and all other documents prepazed in this transaction, and, therefore, specifically agree if there is any ambiguity herein or in any other documents, that both parties aze equally responsible therefore. 20. All parties agree that they will keep every other party informed of his or her business address, email and phone number and shall promptly notify the other in writing of any change thereof, immediately, for the next one year. IN WITNESS WHEREOF, the parties hereto have set their hands and seals, the day and year first above written. EASTERN MOTOR INNS, INC. Attest: ~/~ tress: (SEAL) rp ~~t1T" NEIL KAMAL, INC. ~' , (SEAL) By: Babub ' R. Patel, President aa~ ~ (SEAL) Babubhai R. Pa 1, individually COMMONWEALTH OF PENNSYLVANIA : COUNTY OF : ss On this ,day of April, 2008, before me, the undersigned officer, personally appeared, ,individually and who acknowledged himself to be the of Eastern Motor Inns, Inc, being duly authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation and his individual name as thereof. Notary Public My Commission Expires COMMONWEALTH OF PENNSYLVANIA COUNTY OF YORK ss On this ~~day of April, 2008, before me, the undersigned officer, rsonall appeared, Babubhai R. Patel, individually and who acknowledged himself to be the P silent of Neil Kamm, Inc, being duly authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation and his individual name as President thereof. Notary Public My Commission Expires: co~owwE~u.ni of -~N~sYt.vAnru- -~ s~ Qens K Oowtig~ CxydYa~. Yak~CgiPky ---._..~~E?K?~'~Sept 11, 2011 A4a~~ber. e~enn3ynnyif3 gss~atlon pt Np~ ,. Assignment of Agreement For Safe Of Real Estate and Assets I, Babubhai R. Patel, party of the second part under an Agreement dated March 31, 2008 with Eastern Motor Inns, Inc., party of the first part under said Agreement, do hereby transfer and assign all of my obligations, rights, title and interest under said Agreement to Neil Kamal, Inc. this 30th day of May, 2008. fitness: ~~ e, Babubhai R. Patel Acceptance of Assignment We hereby accept the assignment of the above referenced Agreement for Sale of Real Estate & Assets and will perform the duties and obligations therein as if we were party to the original agreement. May 30, 2008 Sworn to and subscribed before me, the day and mar aforesaid. Mary Public ' My Commission Expires: ~~~ e. Neil Kamal, Inc. By: Babubhai R. Patel, President v,~wu- raaNr ew OMrr K OwrdM, Nory Ptac CI~-OfYoik YodtQuu+gr ~Mp Qorraeiran 6¢M apt 1 f. X11 MMnb~r, P~nsyfv+nw AsrodMlpn d NotrMs LEASE AGREEMENT FOR CARLISLE DAYS INN THIS LEASE AGREEMENT made this 16 day of April, 2008, by and between Neil Kamal, Inc. and guazanteed by its principle office/shazeholder, Babubhai R. Patel, hereinafter called "Lessor" and Eastern Motor Inns, Inc. and its principle officerJshazeholder, Kurt E. Suter, hereinafter called "Lessee" Demise and Descriation of Proaerty -Lessor hereby leases to Lessee and Lessee herby leases from Lessor on and subject to the terms, conditions and covenants hereinafter set forth, the property, hereinafter referred to as the "Leased Premises" located in South Middleton Township Cumberland County Pennsylvania, known as the Cazlisle Days Inn, located at exit 46, interstate 81. 2. Term -The term of this lease shall be for a period of one (1) day, commencing on April 16, 2008, at 12 noon and ending on Thursday, April 17, 2008 at 12 noon. Should the Lessee lawfully remain in the premises after that date, this Lease Agreement shall remain in effect on a day to day basis, thereafter, until the transfer of the franchise with Days Inn from Lessee to Lessor has been finalized and accomplished and Lessee's financial obligations with the Days Inn Franchise have been made current by the parties under a bill of sale of even date herewith, at which time this lease shall automatically terminate without any notice, whatsoever. 3. Rent -Lessee shall pay to Lessor, as rent for the Leased Premises, monthly, total rent that is equal to all of the revenues (under generally accepted accounting principles) which come in to the books of the Leased Premises, from any source, whatsoever, less 5250 per day. Said lease shall paid at ., - least monthly but shall be calculated daily. Said rent shall continue from the date of the execution of this Agreement until the date of the termination of this lease as set forth herein. The date of termination of this lease will be considered the date of terrninadon closest to the date and time of 12 noon on the actual date of termination. 4. Use of Premises -The Leased Premises shall be used by Lessee as a hoteUmotor inn, and associated business uses and for uses normally incident thereto, as it has been used in the recent past, and for no other purpose. 5. Time of Use -Lessee shall occupy the leased premises and conduct business thereon twenty-four (24) hours per day, seven days per week and shall have primary possession of the premises and be primarily responsible for ruining the operation of the business, but Lessor shall have right of possession for purposes of inspection of the premises, becoming familiar with the workings of the business, working with the Lessee on the operation of the business to help Lessee and to help Lessee instruct and train Lessor. 6. Assignment and Sub-Letting -Neither party hereto shall assign or sub-let the leased premises for the times and days to which they are entitled under this Lease to possess and use the premises, without the prior consent of the other party. In the event of any such assignment or sub-letting, the assignee or sub-lessee shall agree, in writing, to assume all of the terms, conditions and covenants of 2 this Lease, and the liability of the parties hereto as well as the liability of any assignee of any party hereto shall survive any assignment or sub-letting. 7. Utilities aad Other Ezneases -All utilities and other expenses are the sole responsibility of Lessor, including but not limited to utilities, taxes, assessments, water chazges, sewer charges and all other charges for the Leased Premises. 8. Insurance -Fire and extended coverage and liability insurance, including fire and extended coverage for at least the 6.8 million dollazs on the improvements of the premises, shall be the sole financial responsibility of Lessor, but Lessee will continue in effect the present such insurance, including any increase to the 6.8 million dollaz coverage, set forth hereinabove, as long as this lease agreement remains in effect. Lessee shall furnish to Lessor all certificates of all such insurances required herein. 9. Eminent Domain - If the whole or any part of the leased premises shall be taken by any public authority under the power of eminent domain, then Lessor and Lessee shall be entitled to damages as their interest may appeaz. If the premises aze destroyed or damaged to an extent that renders the premises unfit for occupancy, or if the premises are rendered unusable for the purpose intended herein by any act or disapproval of any governmental body under zoning or other police powers, then, either parry hereto may terminate this Lease, by written notice to the other, and any insurance coverage for any such loss shall be as the parties' interest may appeaz. 10. Repairs and Maintenance -All repairs, maintenance, cleaning, snow removal, ice removal, trash removal and all other such maintaining of the premises, including but not limited to normal wear and tear repairs, maintenance andJor improvements to structure components of any building and/or fixture, shall all be the sole responsibility of the Lessee who agrees to maintain the premises and all components thereof in a safe and good condition and in at least as good a condition as the premises and all improvements thereon were at the time of the execution of this lease agreement; nevertheless, all the costs of said repairs and maintenance shall be, as all other utilities and expenses set forth hereinabove, the sole financial responsibility of Lessor. It is the sole responsibility of Lessee to deliver to the Lessor, at the time of the termination of this lease agreement, all of the premises, improvements, personalty, and all other items of tangible and intangible personal property as set forth in the Bill of Sale, in the same condition as of the date of the termination of this agreement as all of said items were at the date of the execution of this agreement. Notwithstanding the foregoing, there is currently undergoing and in process a renovation/updating of the bathrooms and that said renovation/updating shall continue, on schedule, as is already in process in for so long as this Lease Agreement remains in effect, the cost of same shall be the sole responsibility of Lessee and shall be in addition to the rent obligation from Lessee to Lessor as set forth hereinabove. 4 11. Sims - Signage shall remain as it currently is throughout the term of this lease agreement. Neither parties shall change any signage without the express written approval of the other during the term of this lease agreement. 12. Other Eznenses -The rental obligation as set forth hereinabove is the sole financial liability of Lessee, herein, other than the bathroom renovation as set forth in Paragraph 10 above and, therefore, all other expenses shall be the sole responsibility of Lessor, including but not limited to all expenses in connection with the operation of this hotel as it has been operated in the immediate past. Neither party shall add any additional expense, including but not limited to adding any employees or any overtime for employees, without the express written approval of the other. 13. Integration -The parties acknowledge that there is a Bill of Sale, dated even date herewith which is the master document between these parties setting forth the rights, responsibilities, and obligations between the two of them, and that this lease agreement is merely an amendment thereto and a part thereof. The execution to this lease agreement, the parties hereto forever ratify and confirm the aforesaid Bill of Sale of even date herewith, except to the extent that they are inconsistent with this agreement, in which case this agreement shall take precedence so long as it exists; however, upon the termination of this agreement, the Bill of Sale will survive and be the sole document between these parties. It is the express intent of the parties that this lease agreement is to remain in effect for a very short period of time, probably approximately thirty (30) days, more or less, until the franchise transfers from 5 Lessee to Lessor is accomplished, and, as a result, the operation of this business by Lessee on behalf of Lessor is expected to be virtually identical to the way it has been run in the immediate past with no changes in the operation thereof, of any substance, without the express written consent of both parties. 14. Miscellaneous -All rights and remedies of the parties hereto shall be cumulative and none shall exclude any other right or remedy allowed by law and all rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion shall arise. The failure by either party to enforce any right or covenant of this Lease Agreement shall not be deemed to be a waiver thereof. This Lease Agreement embodies the entire Agreement between the parties hereto relative to the subject matter hereof, and shall not be modified, changed, amended or altered in any respect, except in writing and signed by both parties hereto. The covenants and obligations herein created shall extend to, bind and inure to the benefit not only of the parties hereto, but their successors and assigns. All notices, requests and demands shall be in writing and shall be deemed to have been duly given if delivered personally, or sent by certified mail, as follows: LESSOR: Neil Kamal, Inc. Attn: Babubhai R. Patel 2129 Lincoln Highway East Lancaster, Pennsylvania 17602 And its Counsel: Menges, McLaughlin, Cunningham & Kalasnik, P.C. Attri: N. Christopher Menges, Esquire 6 .: +. 145 East Market Street York, Pennsylvania 17401 LESSEE: Eastern Motor Inns, Inc. Attn: Kurt E. Suter 101 Alexander Spring Road Cazlisle, Pennsylvania 17013 And its Counsel: . Duncan 8c Hartman, P.C. Attn: William Duncan, Esquire 1 Irvine Road Cazlisle, Pennsylvania 17013 All times in this Agreement aze agreed to be of the essence of this Agreement. It is specifically agreed between the parties hereto that any disagreement concerning this Lease Agreement or any terms provisions thereof, along with the enforceability of this lease agreement or any provisions thereof, any and all shall be submitted to bind in arbitration to the American Association of Arbitration to be concluded according to the rules and regulations thereof. In lieu of same, either party may file an action in Cumberland county Court of Common Pleas of Cumberland County, Pennsylvania, by reference of azbitration, to be heard by three azbitrators in the Court of Common Pleas of Cumberland County, regazdless of size of dispute and from which there will be no appeal, and the decision of the azbitration board of the Court of Common Pleas of Cumberland County, Pennsylvania, shall be binding and final. As a result of the foregoing, a trial by jury is specifically waived by the parties hereto, as is similazly waived the right to any and all appeals. Arbitration shall commence by one party giving notice 7 .. •` to the other the desire to undergo arbitration, which shall be sent by one to the other at the addresses stated herein. It is the specific intent of the parties that any and all controversies arising from this transaction and/or this lease agreement aze to be submitted to mandatory arbitration pursuant to the uniform abbitration act at 42 p.s. § 73Q1 et.seq. , ., .-- IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have set their hands and seals the day and year first above written. WITNESS: LESSOR: (SEAL) WITNESS: ., ~ ~G . (SEAL) (SEAL) 9 ~ w ~ ~` AMENDMENT TO LEASE AGREEMENT WHEREAS, A Lease Agreement was entered into between Neil Kamal, Inc., as Lessor and Eastern Motor Inns, Inc., as Lessee, dated the 16m day of April, 2008, with the subject property of the lease being the hotel known as Carlisle Days Inn, in Cazlisle, Pennsylvania; WHEREAS, said Lease Agreement was executed on April 16, 2008, with an omission contained therein, which the parties had agreed to verbally and intended to be included in said Lease Agreement, but because of scribner's error was omitted; AND, WHEREAS, the parties wish to cure this scribner's error by an Amendment to the Lease Agreement, to add to it the unintentionally omitted provision; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby,. the parties hereby agree, this ~ day of April, 2008, as follows, to wit: 1. The Lease Agreement of April 16, 2008, relative to Carlisle Days Inn, at Paragraph 3, titled "Rent", shall have added to it, at the end thereof, the following provision: Said $250.00 per da~, as set forth hereinabove, shall increase to $500.00 per day, commencing the 46 day of this lease and thereafter until this lease is terminated, if not terminated before; however, nothing contained herein shall be construed to obligate the Lessee to continue to lease the premises on the 46m day and thereafter. 2. All other provisions of said Lease Agreement of April 16, 2008, and as amended by Paragraph 1 above is hereby reconfirmed and ratified herein, but the commencement date of this Lease shall remain April 16, 2008. IN WITNESS WHEREOF, the parties hereto, intended to be legally bound hereby, have hereunto set their hands and seals, the day and yeaz first above written. ' ess: NEIL K:AMAL, INC. ` c~.~- (Seal) By: Babubhai R. Pa el, President Witness: (L Wi ss: INNS, INC. E.JSuter; President Witness: Duncan & Hartman, P.C. William A. Duncan, Esquire l Irvine Row, Carlisle, Pennsylvania 17013 717.249.7780 717.249-7800 FAX Attorney ID 22080 NEIL KAMAL, INC. : IN THE COURT OF COMMON PLEAS OF Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA vs. :CIVIL ACTION EASTERN MOTOR INNS, INC. : NO. 10-4070 CIVIL Defendant CERTIFICATE OF SERVICE I, William A. Duncan, hereby certify that I have served the foregoing Preliminary Objections by mailing a copy to the Plaintiffs' attorney by pre-paid, U.S. Mail to the following address: Sydney C.H.Benson, Esquire Menges, McLaughlin & Kalasnik, P.C. 145 East Market Street York, PA 17403 Dated: ~" I ~ ,~ t~ C William A. ncan, Esquire Attorney for Defendant Eastern Motor Inns 1 Irvine Row, Carlisle, PA 17013 Attorney ID# 22080 717-249-7780 ~~~ PRAECIPE FOR LISTING CASE FOR ARGUMENT (Must be typewritten and submitted in triplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY: (List the within matter for the n ext Argument Court.) Court of Common Pleas - --------------------------------------------------------------------------------------------------------------- - {~ - ~ N =~ ~ ~ ~~ CAPTION OF CASE Civil Division -~p ~ o ---i (entire caption must be stated in full) ~~ Neil Kamal, Inc. ~= ~ ~ '-'~ ~ ~ =~~ ~ N vs. :mac' ~ -:~:.-,~ Eastern Motors Inns, Inc. ~ •• . ~ No. 10-4070 Civil 'errs .~ 1. State matter to be argued (i.e., plaintiffs motion for new trial, defendant's demurrer to complaint, etc.): Preliminary Objections filed by Eastern Motors on July 9, 2010. 2. Identify all counsel who will argue cases: (a) for plaintiffs: Sydney C.H. Benson, Esquire, 145 East Market Street, York, PA 17401 (Name and Address) (b) for defendants: William A. Duncan, Esquire, 1 Irvin Row, Carlisle, PA 17013 (Name and Address) 3. I will notify all parties in writing within two days that this case has been listed for argument. Syndey C.I-f. Benson, Esquire 4. Argument Court Date: December 15, 2010 C.H. Benson, Esquire Print your name Plaintiff Attorney for Date: ~~~ 0 ~~1 ~O I d INSTRUCTIONS: 1.Original and two copies of all briefs must be filed with the COURT ADMINISTRATOR (not the Prothonotary) before argument. 2. The moving party shall file and serve their brief 12 days prior to argument. 3. The responding party shall file their brief 5 days prior to argument. 4. If argument is continued new briefs must be filed with the COURT ADMINISTRATOR (not the Prothonotary) after the case is relisted. ,. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC., NO. 10-4070 CIVIL PLAINTIFF V. CIVIL ACTION EASTERN MOTOR INNS, INC., DEFENDANT JURY TRIAL DEMANDED CERTIFICATE OF SERVICE On the ~~ay of October, 2010, I, Sydney C.H. Benson, Esquire, of the law firm of, MENGES, MCLAUGHLIN & KALASNIK, PC attorneys for Plaintiff, do hereby certify that a true and correct copy of the foregoing Praecipe for Oral Argument and/or Determination was served upon the Defendant through their counsel of record by regular united states mail service at the following address. William A. Duncan, Esquire Duncan & Hartman, P.C. 1 Irvine Row Carlisle, PA 17013 Sy~y~.H. Benson, Esquire Dated: 1 ~ ~'~O ' 1 ~ Duncan & Hartman, P.C. William A. Duncan, Esquire 1 Irvine Row, Carlisle, Pennsylvania 17013 717.249.7780 717.249-7800 FAX Attorney ID 22080 : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC. VS. EASTERN MOTOR INNS, INC. Defendant Q?`` HE OTHONOTARY 2010 DEC 16 AM !D: 41 CUMBERLAND COUNT PENNSYLVANIA : CIVIL ACTION NO. 10-4070 CIVIL PRAECIPE TO SATISFY TO THE PROTHONOTARY Please withdraw the Preliminary Objections filed on behalf of the Defendant in the above-captioned matter. 0--r-c? V ? i 2-Ok D William A. Duncan, Esquire 1 Irvine Row, Carlisle, PA 17013 Attorney for Defendant iM-GFFI( E ,-IF THE PROTHONOTARY 101111 R 17 P11 1= 2 ! CUMBERLAND COUNTY PENNSYLVANIA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC., PLAINTIFF NO. 10-4070 V. EASTERN MOTOR INNS, INC., DEFENDANT CIVIL ACTION - LAW JURY TRIAL DEMANDED PLAINTIFF'S ANSWER TO DEFENDANT'S NEW MATTER AND COUNTERCLAIM AND NOW, this ICA day of March, 2011, comes the Plaintiff, NEIL KAMAL, INC. (hereinafter referred to as "Kamal"), who, by and through its attorneys, Menges, McLaughlin & Kalasnik, P.C., file the instant Answer to Defendant's New Matter and Counterclaims: 56. No response required. 57. Admitted in part denied in part. It is admitted that the parties entered into a Lease Agreement for the payment of $250 per day. It is further agreed that the Lease was amended to provide for payment of $500 per day beginning on the 46th day of the Lease. The implication that the amended Lease ever actually came into effect is denied and strict proof thereof is demanded at the time of trial. The Lease was terminated on the 29th day. Therefore, the amended Lease never came into effect. 58. Admitted in part and denied in part. It is admitted that Plaintiffs attorney sent a letter terminating the Lease. The implication that the Lease did not terminate on that date is denied. It is further denied that Plaintiff requested Defendant to collect any monies after the date of termination. The credit card accounts could not be immediately shut down and turned over to 1 Plaintiff on the date of termination. Once the credit card companies allowed the turn over, Plaintiff took over the accounts. By way of further answer, Plaintiff asked Defendant to turn over control of said accounts and Defendant refused to turn over the accounts until the final account was transferred to Plaintiff. 59. Admitted in part and denied in part. It is admitted that the transfer of the credit card accounts was not instantaneous after the termination date of the Lease. Defendant did no affirmative actions in favor of Plaintiff after May 15,'2008. It is denied that Defendant collected money until August 15, 2008. Strict accounting and proof of same is demanded at trial. 60. Admitted in part and denied in part. Plaintiff paid Defendant until May 15, 2008, the date of termination of the Lease by letter from Attorney Menges. It is denied that any additional payments were warranted or paid. Strict proof of same is demanded at trial. 61. Admitted in part and denied in part. It is denied that Defendant was performing duties at the direction of Plaintiff. Defendant was asked on several occasions to turn over the books to Plaintiff so that he could be in control of his own money. Anything that Defendant did after the date of termination was purely passive action of allowing money to come in and out of credit card appropriated accounts. 62. Admitted in part and denied in part. It is admitted that keeping the accounts opened and allowing credit card companies' receipts to pass through those accounts was necessary. It is denied that allowing the money to pass through their accounts is "performance of a duty" worth payment of $500 per day. 63. Admitted in part denied in part. It is admitted that the collection of payments from credit card companies was a major source of revenue for the operation of the Days Inn Facility. 2 Plaintiff is without sufficient knowledge to form a belief as to how much time and effort the Defendant expended in order to facilitate the collection of the said payments. Strict proof relative to the collection of payments is demanded at the time of trial. By way of further response, Plaintiff requested, on several different occasions, to turn over control of said accounts and the Defendant refused. WHEREFORE, Plaintiff requests this Honorable court dismiss Defendant's New Matter and Counterclaim and deny Defendant's request for any additional compensation under the Lease. 64. No answer required. 65. Admitted. 66. Admitted in part and denied in part. It is admitted that the agreement states that Buyer agrees to make the Franchise payments to Days Inn from the date of execution of this agreement forward in time and indemnifies and holds harmless Seller for any said payments that accrue relative to the franchise from the date of execution forward. It is further admitted that all licenses, cooperation for said licenses and signage was transferred pursuant to the Bill of Sale and the payment of these items was also included in the bill of sale. Any implication of any additional payment outside of what is contained in Paragraph 3 of the Bill of Sale is specifically denied and strict proof of same is demanded at trial. 67. Denied. The sign described in paragraphs 22 through 28 of Plaintiff's Complaint was contracted for by Defendant in February 25, 2008. Negotiations for the sale of the hotel did not begin until significantly after said date. The Bill of Sale was executed in April 2008. The Bill of Sale states in paragraphs 5B and 5H that liabilities and accounts payable held by Seller were not transferred as part of the sale. 68. Admitted in part and denied in Part. Denied that the $16,000 paid as a deposit to the sign company on February 23, 2008 was the responsibility of the Plaintiff and should have been repaid. Admitted that Plaintiff did not pay $16,000 to the Defendant. By way of further response, any and all outstanding contracts as of the date of execution of the Bill of Sale were the responsibility of Seller, Defendant. Said sign was a liability contracted for by Defendant (Seller) and an Account payable of Defendant(Seller), and are the responsibility of Defendant ( Seller). See also answer to Paragraph 67. 69. Denied. Plaintiff is without sufficient information of what he could have done with said sign. By way of further response, said sign was part of the Bill of Sale. After the date of execution of the bill of sale, it was no longer Defendant's to dispose. 70. Admitted. By way of further response, Plaintiff believed that he had, as part of the entire purchase, paid for this sign as part of the sale. 71. Admitted. By way of further response, Plaintiff believed that he had, as part of the entire purchase, paid for this sign as part of the sale. WHEREFORE, Plaintiff requests this Honorable court dismiss Defendant's New Matter and Counterclaim and deny Defendant's request for any additional compensation under the Lease. 72. Admitted. 73. Admitted 4 74 Denied. The award was for activities that occurred before the sale of the hotel became final. The awards banquet was before the sale of the hotel was final. Evelyn Weaver was Defendant's employee at the time of the awards and during the period for which the award celebrated. Evelyn Weaver attended the awards ceremony on behalf of Defendant not Plaintiff. 75. Admitted. 76. Denied. Defendant did not cooperate with transferring the license. In fact, Plaintiff sent Defendant several forms for Defendant to complete, and Defendant's refusal caused severe delay. 77. Denied. There was no criminal offense. Strict proof of same is demanded at trial. 78. Denied. 79. Admitted in part and denied in part. It is admitted that there was a time deadline imposed by the 1031 tax free exchange. It is denied that the exact date of same was April 16, 2008. Strict proof of same is demanded at trial. 80. Admitted. 81. Denied. The exact reasons for the post PLCB transfer is unknown. Strict proof of same is demanded at trial. 82. Admitted in part and denied in part. Plaintiff purchased the sign as part of the Bill of Sale not post closing. Admitted that many of the franchise transfer requirements were done post closing. 83. Admitted. It is admitted that Plaintiff's counsel worked on Plaintiffs behalf to do things in Plaintiff's best interest. Any further implications are strictly denied. 5 WHEREFORE, Plaintiff requests this Honorable court dismiss Defendant's New Matter and Counterclaim and deny Defendant's request for any additional compensation under the Lease. submitted, Sy e C. H. Benson, Esquire PA 1 MENGES, MCLAUGHLIN & KALASNIK, P.C. 145 East Market Street York, PA 17403 (717) 843-8046 (717) 854-4362 (fax) sbenson@yourlawfirmforlife.com (Attorney for Plaintiff) 6 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC., PLAINTIFF V. EASTERN MOTOR INNS, INC., DEFENDANT NO. 10-4070 CIVIL ACTION - LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, Sydney C.H. Benson, Esquire, do hereby certify that on this day of March, 2011, a true and correct copy of Plaintiff's Answer to Defendant's New Matter and Counterclaim was served upon the Defendant, by placing same in the United States Mail, 1St class, postage prepaid, addressed as follows: William A. Duncan, Esquire 1 Irvine Row Carlisle, PA 17013 Dated: 31 x 1 X01 Menges, McLaughlin & Kalasnik, P.C. Sy e C.H. Benson, Esquire Sup. t I.D. No. 94871 145 East Market Street York, PA 17401 (717) 843-8046 7 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC., Plaintiff AND NOW, , 200 , in consideration of the foregoing 20 Vs. G • -g3 EASTERN MOTOR INNS, INC., rn RULE 1312-1 Defendant The Petition for Appointment of Arbitrators shall be substantially it Following form: X© PETITION FOR APPOINTMENT OF ARBITRATORS -? TO THE HONORABLE, THE JUDGES OF SAID COURT: t: N - d 3 -?y M- r W _VM 75 o l= --4 C? ox t r. N ?CTi C1 W w -,4 Matthew D. Menges, Esquire , counsel for the plaintiff/defendant in the above action (or actions), respectfully represents that: 1. The above-captioned action (or actions) is (are) at issue. 2. The claim of plaintiff in the action is $ in excess of $50,000.00 (See Stipulation Attached) The counterclaim of the defendant in the action is in excess of $50,000.00 The following attorneys are interested in the case(s) as counsel or are otherwise disqualified to sit as arbitrators: Matthew D. Menges, Esquire-counsel for Plntff. Also William A. Duncan, Esquire-counsel for deft. WHEREFORE, your petitioner prays your Honorable Court to appoint three (3) arbitrators to whom the case shall be submitted. Respectfully submitted, ORDER OF COURT petition, _ Esq., and NO.10-4070 Esq., and captioned action (or actions) as prayed for. Esq., are appointed arbitrators in the above By the Court, Kevin A. Hess, P.J. aS.-jo PD A• TV ek'? ?aaa e?a?1?a33 (:D IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NEIL KAMAL, INC., Plaintiff NO. 10-4070 20 vs. n • -?3 EASTERN MOTOR INNS, INC., am RULE 1312-1 Defendant Cn -<3> The Petition for Appointment of Arbitrators shall be substantially it Following form: =p D? PETITION FOR APPOINTMENT OF ARBITRATORS TO THE HONORABLE, THE JUDGES OF SAID COURT: c N -^'t x M -v 'n o -rt rv rT% Y w Matthew D. Menges, Esquire counsel for the plaintiff/defendant in the above action (or actions), respectfully represents that: 1. The above-captioned action (or actions) is (are) at issue. 2. The claim of plaintiff in the action is $ in excess of $50,000.00 (See Stipulation Attached) The counterclaim of the defendant in the action is in excess of $50,000.00 The following attorneys are interested in the case(s) as counsel or are otherwise disqualified to sit as arbitrators: Matthew D. Menges, Esquire-counsel for Plntff. Also William A. Duncan, Esquire-counsel for deft. WHEREFORE, your petitioner prays your Honorable Court to appoint three (3) arbitrators to whom the case shall be submitted . Respectfully submitted, ORDER OF COURT AND NO 20Qf in consideration of the foregoing petition, Esq., and Esq., and 4.?Pt dA&,j Esq., are appointed arbitrators in the above captioned action (or actions) as prayed for. By the Court '51-4 , I'll Kevin A. Hess, P.J. *ag.So Po A7V LJ .? e cOlla33 MUTUAL RELEASE THIS AGREEMENT made this t day of kL 2010 by and between Neil Kamal, Inc., a domestic corporation with a principal office at 104 Red Oak Road, City of Lancaster, Lancaster County, and Commonwealth of Pennsylvania, and Eastern Motor Inns, Inc., a domestic corporation with a principal office at 322 S. Hanover Street, City of Carlisle, County of Cumberland in the Commonwealth of Pennsylvania, is a compromise, settlement and mutual release whereby the above-mentioned parties hereby extinguish the dispute regarding the Preliminary Objections filed on July 8, 2010. NOW, THEREFORE, in consideration of the mutual covenants herein contained in consideration of an execution by Defendant of a withdrawal of the preliminary objections in the case of Neil Kamal v. Eastern Motor Inns in the Cumberland County Court of Common Pleas, Docket No. 10-4070, the parties agree as follows: 1. Oral arguments regarding Defendant's Preliminary Objections filed July 8, 2010 scheduled for December 15, 2010 are hereby cancelled. 2. The case docketed at 10-4070 will be decided by a panel of three (3) arbitrators appointed in the regular course of Cumberland County rules of Civil Procedures. 3. The panel of arbitrators to which the case is submitted will not be constrained by the statutory arbitration award limits and will be at liberty to award whatever amount they find appropriate based on the facts detailed at arbitration. 4. Defendant shall have until February 15, 2011 to file any answer, new matter, or counterclaim. to Plaintiff s complaint. 5. Upon completion of the pleadings and discovery, Plaintiff will list the case for arbitration. IN WITNESS WHEREOF; the parties hereunto set their hands and seals the day and year above written. WTTXMq.q (SEAL) Inc. by Babubhai Patel, President )q-cc Eastern Motor Inns, Inc. by Kurt E. Suter, President NEIL KAMAL, INC., IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA VS. CIVIL ACTION - LAW NO. 10-4070 CIVIL EASTERN MOTOR LINES, INC., Defendant ORDER AND NOW, this day of April, 2012, the appointment of Susann Morrison, Esquire, as a member of the Board of Arbitrators in the above-captioned case is VACATED. Tricia D. Naylor, Esquire, is appointed in her place. BY THE COURT, ?pr Kevin A. Hess, P. J. Ron Turo, Esquire Chairman f_ - Tricia D. Naylor, Esquire Court Administrator :rlm C p ', e6 u ed 4'1 f,eT