Loading...
HomeMy WebLinkAbout13-3817 MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF V. ' L. Essam Y Loussia , 2013 3��7 Individually, jointly and severally, DEFENDANT' and No.� Lamis Aziz Loussia Individually, jointly and severally, fn DEFENDANT" And Lincoln Enterprises Inc., d/b /a Lincoln Drugs Corporation DEFENDANT CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the compliant filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants as follows: Principal: $ 55,524.80 Interest (per day): $ 9.24 Lost Fee Income: $ 0.00 Attorney Fees: $ 16,657.44 Total: $ 72,182.24 evin . Lutkins, Esq. Attorney for Defendants 114 ,Q�) F d a* # - a MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF V. Essam Y Loussia 5 2013 Individually, jointly and severally,;, DEFENDANT I c Nv w s and No. 3 �z r- Lamis Aziz Loussia � ry Individually, jointly and severally, DEFENDANT © C.3 And Lincoln Enterprises Inc., d/b /a f Lincoln Drugs Corporation DEFENDANT COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY COUNT I — CONFESSION OF JUDGMENT (MEMO V. NAIMI, NAIMI AND ZEER AND NAIMI INC.) 1. Plaintiff is Merchants Express USA, Inc., (hereinafter "MEMO "), a Pennsylvania corporation wholly owned by Merchants Express Money Order Company, Inc., and engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043. 2. Defendant Lincoln Enterprises. Inc., (hereinafter "Lincoln Drugs "), is a corporation located at 25901 Coolidge, Oak Park, Michigan 48237 and doing business as Lincoln Drugs. 3. Defendant Essam Y Loussia (hereinafter "E. Loussia "), is an individual residing at 3010 Viking Drive, Commerce Township, MI 48390 and the husband of Lamis Aziz Loussia. 4. Defendant Lamis Aziz Loussia (hereinafter "L. Loussia "), is an individual residing at 3010 Viking Drive, Commerce Township, MI 48390 and the wife of Essam Y Loussia. 5. Defendants E. Loussia and L. Loussia are the owners and/or operators of Defendant Lincoln Drugs and entered into the Trust Agreement on behalf of said Defendant Lincoln Drugs and themselves on or January 21, 2009. A true and correct copy of the Trust Agreement under which Defendants E. Loussia and L. Loussia and Lincoln Drugs are confessing judgment is attached hereto as Exhibit "A ". 6. Defendants E. Loussia and L. Loussia, with the intent to induce MEMO to enter into a Trust Agreement with Defendant Lincoln Drugs, agreed to personally guaranty the obligations of Defendant Lincoln Drugs. A true and correct copy of the Personal Indemnity and Guaranty under which Defendants E. Loussia and L. Loussia is confessing judgment is attached hereto as part of Exhibit "A ". 7. The forgoing judgment against Defendants E. Loussia and L. Loussia and Lincoln Drugs, is not being entered by confession against a natural person in connection with a consumer credit transaction. 8. The Plaintiff has not assigned the Trust Agreement and Personal Indemnity and Guaranty under which judgment is being confessed. 9. The Plaintiff has not entered judgment against Defendants in any jurisdiction for the unpaid sum of $72,182.24 or any additional amount for a total of the debt demanded here. 10. The Defendants jointly and severally acted as selling agents for Plaintiff from December 22, 2008 until May 15, 2013. 11. Pursuant to the Trust Agreement, Defendants are required to hold all monies received by them from the sale of money orders, including money order fees (hereinafter "trust funds "), separate and apart from other funds of the Defendants for collection by the Plaintiff through electronic or other means. 12. The Plaintiff attempted to collect the trust funds from Defendants on May 9, 2013 through an Automated Clearing House (hereinafter "ACH ") method. 13. The Plaintiff, or its designated check - clearing banking center did not receive the payment of the trust funds on May 9, 2013, as required by the Trust Agreement. 14. The failure of Plaintiff or its designated check - clearing banking center to receive trust funds from the Defendants in accordance with the Trust Agreement constitutes an event of default allowing Plaintiff to enter judgment against Defendants. 15. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants conduct as follows: Principal: $ 55,524.80 Interest (per day): $ 9.24 Lost Fee Income: $ 0.00 Attorney Fees: $ 16,657.44 Total: $ 72,182.24 16. The Plaintiff is not making a claim for lost fee income. 17. Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 18. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of $72,182.24, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT II — BREACH OF CONTRACT (MEMO V. NAIMI, NAIMI AND ZEER AND NAIMI INC.) 19. The averments set forth in paragraphs 1 through 18 are incorporated by reference as if set forth in full herein. 20. Defendant E. Loussia and L. Loussia signed the above referenced Trust Agreement containing a personal guaranty and indemnity, and the documents appended thereto, on behalf of The Lincoln Drugs. 21. The failure of E. Loussia and L. Loussia to remit the trust funds is a violation of the terms and provisions of the Trust Agreement is a breach of the fiduciary relationship created by the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $72,182.24, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT III — BREACH OF FIDUCUARY DUTY (MEMO V. NAIMI, NAIMI AND ZEER AND NAIMI INC.) 22. The averments set forth in paragraphs 1 through 21 are incorporated by reference as if set forth in full herein. 23. The Trust Agreement created fiduciary obligations owed by the Defendant to the Plaintiff. 24. In breach of their fiduciary obligations, Defendant E. Loussia and L. Loussia: a. Failed to hold the trust finds in trust, as property of Plaintiff, b. Deprived Plaintiff of the use and benefits of its money; c. Failed to make the required payments or dispositions of trust funds to Plaintiff, d. Commingled the trust funds with those of their own; and e. Appropriated the trust funds for their own use and benefit, or elsewhere. 25. Defendant performed all of the above actins intentionally, willfully, maliciously, and with wanton disregard for the rights of Plaintiff. 26. Defendant's actions, as enumerated above, constitute a breach of fiduciary duty to Plaintiff under the laws of the Commonwealth of Pennsylvania and the terms of the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $72,182.24, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. COUNT IV — CONVERSION (MEMO V. NAIMI, NAIMI AND ZEER AND NAIMI INC.) 27. The averments set forth in paragraphs 1 through 26 are incorporated by reference as if set forth in full herein. 28. Plaintiff avers, on information and belief, that Defendant E. Loussia and L. Loussia converted the trust funds owed Plaintiff to his own personal uses. 29. Defendant E. Loussia and L. Loussia's personal use of the trust funds and thus his intentional deprivation of the use and benefit of the trust funds properly due and owing Plaintiff, constitutes conversion under the laws of the Commonwealth of Pennsylvania. WHEREFORE, Plaintiff demands judgment in the amount of $72,182.24, as authorized by the Warrant appearing in the attached Trust Agreement, together with interest from the date of judgment and costs. COUNT V — UNJUST ENRICHMENT (MEMO V. NAIMI, NAIMI AND ZEER AND NAIMI INC.) 30. The averments set forth in paragraphs 1 through 29 are incorporated by reference as if set forth in full herein. 31. Plaintiff avers, upon information and belief, that Defendant wrongfully retained the trust funds. 32. Plaintiff conferred the benefit of the use of the money orders and other property upon the Defendant and said Defendant appreciated, accepted and retained such benefits. 33. The Defendant's retention of the benefits conferred by Plaintiff without paying the value of such benefits would be inequitable and unjust. 34. As a result of Defendant's retention of the trust funds and/or Plaintiff's other property, Defendant has damaged Plaintiff while unjustly enriching himself in the amount set forth above together with the value of the property retained, and the benefits conferred upon Defendant as a result of the use of the money orders and property, plus interest and costs. WHEREFORE, Plaintiff demands judgment in the amount of $72,182.24, as authorized by the Warrant appearing in the attached Trust Agreement, together with interest from the date of judgment and costs. COUNT VI — CLAIM FOR POSSESSION OF PROPERTY AND TRUST FUNDS (MEMO V. NAIMI. NAIMI AND ZEER AND NAIMI INC.) 35. The averments set forth in paragraphs 1 through 34 are incorporated by reference as if set forth in full herein. 36. The Trust Agreement clearly states that all money orders and trust funds are Plaintiff's property. 37. The terms of the Trust Agreement require the Defendant to segregate and hold apart, all trust funds and/or proceeds from the sale of money orders. 38. The terms of the Trust Agreement clearly state that all non -trust funds and /or property commingled with trust funds and /or proceeds are impressed with a trust for the Plaintiff's benefit. 39. By operation of law, Plaintiff is the owner and Defendant is the trustee for all assets so commingled. 40. Despite Plaintiff's demand for return of the trust funds and other property, Defendant refused to remit the trust funds and other property impressed with a trust by operation of law to Plaintiff in violation of the Trust Agreement. WHEREFORE, Plaintiff demands judgment in the amount of $72,182.24, as authorized by the Warrant appearing in the attached Trust Agreement, together interest from the date of judgment and costs. evin utkins, Esq. Attorney for Plaintiff Attorney ID: 76859 Date: � /,3 VERIFICATION The undersigned individual hereby states that he /she is an employee of Merchants Express Money Order Company, Inc., with the authority to verify the statements contained in the foregoing complaint involving Merchants Express USA, Inc., a wholly owned subsidiary of Merchants Express Money Order Company, Inc., a Pennsylvania corporation. The undersigned individual also states that the statements made in the aforementioned complaint are true and correct to the best of his/her knowledge, information, and belief. The undersigned understands that the statements therein are made subject to the penalties of 18 Pa. Cons. Stat. §4904 relating to unsworn falsifications to authorities. Dan Oliva MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF V. Essam Y Loussia , 2013 Individually, jointly and severally, DEFENDANT and No. Lamis Aziz Loussia Individually, jointly and severally, DEFENDANT And Lincoln Enterprises Inc., d/b /a Lincoln Drugs Corporation DEFENDANT AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND The undersigned being duly sworn according to law, deposes and states that he is an employee of Merchants Express Money Order Company, Inc., with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express USA, Inc., a wholly owned subsidiary of Merchants Express Money Order Company, Inc., a Pennsylvania corporation. The undersigned also states that the address of the Plaintiff is: 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043 and that the addresses of the Defendants are as follows: Lincoln Enterprises. Inc. Essam Y Loussia Lamis Aziz Loussia 25901 Coolidge Hwy 3010 Viking Dr. 3010 Viking Dr. Oak Park, MI48237 Commerce Township, MI 48390 Commerce Townshim MI 48390 Dan Oliva SWORN to and subscribed before me this 1 , day of A , 2013. P - COMMONWEALTH OF PENNSYLVANIA h. Notarial Seal Jennifer R. Hamelin, Notary Public Not y b c Wormleysburg Wro, Cumberland County My Commiaaion €x Tres lull 12 —2q!6 MEMBER, REN yl A - MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF V. Essam Y Loussia , 2013 Individually, jointly and severally, DEFENDANT ; and No. Lamis Aziz Loussia Individually, jointly and severally, DEFENDANT And Lincoln Enterprises Inc., d/b /a Lincoln Drugs ; Corporation DEFENDANT : AFFIDAVIT OF NON - MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF CUMBERLAND The undersigned being duly sworn according to law, deposes and states that he is an employee of Merchants Express Money Order Company, Inc., with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express USA, Inc., a wholly owned subsidiary of Merchants Express Money Order Company, Inc., a Pennsylvania corporation. The undersigned also states that to the best of my knowledge, information, and belief, the Defendants are not in the Military or Naval Service of the United States or its Allies, o o��th sions of the Soldiers' and Sailors' Civil Relief Act of Congre 7Y asm Dan Oliva SWORN to and subscribed before me this , day of , 20Q. COMMONWEALTH OF PENNSYLVANIA YI Notarial Seal Jennifer R. Hamelin, Notary Public N ( , ar ulkic Wormleysburg Boro, Cumberland County MY Commission Expires July 12, 2016 MEMOBR, P9 N ..VA to ASSAETATTQN OF NOTARIES EXHIBIT A WREM a MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. AND SUBSIDIARIES 1029 Mumma Rd, P.O. Box 8863 Camp Hill, PA 17001— 8863 (800) 922 — 8079 Fax (717) 214 — 5989 www.memoco.COM Trustee Agreement for: Corporation Name: Lincoln Enterprises, Inc. Store Name: Lincoln Dm o # of Locations: Address: 25901 Coolid&_e City: Oak Park State: MI Zip Code: 48237 Telephone Number: 248 545 4955 Fax Number: , -2 y j F - I Y 3 . ?7 1 E -Mail Address: Website Address: Legal Entity: Corporation Q LLC ❑ Partnership ❑ Sole Proprietorship Products: [] Money Orders II Gift Certificates II Pre - Paid [] Bill Payment Instructions: If you are an officer or the owner of 10% or more of the business you will need to sign at one of the red numbered signature areas on the Trust Agreement and the Electronic Funds Transfer. If married, your spouse will need to sign at the corresponding blue numbered spouse signature areas, if not married please notate by affixing N/A in the corresponding blue numbered spouse signature areas. Please attach a voided check for the account MEMO or its designated representative will be drafting. Please provide copies of photo ID's of all individuals who sign these documents. If you have any questions please feel free to contact your sales representative or the Sales and Marketing Department at (800) 922 — 8079. FOR INTERNAL USE ONLY MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. Money Orders Lead # MEMO MONEY ORDER COMPANY, INC. Pre -Paid Lead # MERCHANTS EXPRESS USA, INC. Bill Payment Lead # MEMO MONEY ORDER COMPANY OF NEW YORK INC. BY Trustee # Sales Representative Date MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EXPRESS USA, INC., MEMO MONEY ORDER COMPANY OF NEW YORK, INC., MONEY ORDER TRUST AGREEMENT THIS TRUST AGREEMENT is made between MERCHANTS EXPRESS MONEY ORDER COMPANY, INC., MEMO MONEY ORDER COMPANY, INC., MERCHANTS EXPRESS USA, INC., Pennsylvania Corporations or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., a New York Corporation, or any subsidiary (Collectively "MEMO'S and the individual(s) and /or entities identified below, hereafter referred to as Trustee(s). In consideration of the mutual promises contained in this Trust Agreement and intending to be legally bound hereby, the parties agree as follows: Recitals. A MEMO is engaged in the issuance and distribution of money orders and gift certificates (herein MEMO products) durngh electronic Teaninals. Trustee desires to sell MEMO products utilizing an der [cone Terminal pursuant to the terms of this Trust Agreement 1. Trustee. MEMO appoints Trustee to ad as an agent of MEMO at each of Trustee's retail establishments approved for the sale of MEMO products and that the relationship between the Parties shall not constitute a partnership, joint venture or agency (other than as expressly described herein). Neither MEMO nor Trustee shall have the authority to make any statements, representations or commitments of any kind, or take any action, which shag be binding on the other, without the prior written consent of the other Party. Trustee accepts such appointment in accordance with the terns and conditions specified in this Trust Agreement Trustee Relationship. 2 Materials Supplied by MEMO. For the sole purpose of selling MEMO products pursuant to this Trust Agreement, MEMO will supply Trustee with the following: A An adequate supply of serially numbered blank money orders and /or gift certificates. B. An agency installation kit containing the supplies and training material required to implement and maintain a MEMO agency relationship. C. Equipment of the quality necessary to allow Trustee to execute all types of transactions governed by the Trust Agreement The equipment MEMO will provide, includes, such equipment that will imprint the money order and /or gift certificate dollar value and Trustee ID number firily into the money order or gift certificate so as to inhibit the alteration of such items All equipment provided to Trustee shall at all times continue to be the sole property of MEMO and shall not be removed from the Trustee's retail establishment where it was originally installed by MEMO, unless approved by MEMO in writing. Any other equipment not owned by MEMO and used by Trustee to sell MEMO products must be approved by MEMO. D. Regakory postings, signs Posters window decals and other promotional rmatemis, all of which Tnstee agrees to display at all times, in a conspicuous location on the premises. 3. Right to an Accounting. Notwithstanding any other provision of dris Trust Agreement, MEMO shall have the right; at all reasonable times, with or without notice, to access Trustee's premises and to inspect and perform an accounting of, or cause its employees or agents to inspect and perform an accounting of, the cash receipts, fees, the accounting (store) copies o£money orders and gift certificates sold if applicable, daily sales reports, tine Trustee's inventory of unissued money orders and /or gift certificates.. A charge will be assessed against Trustee to recover expenses incurred by MEMO when an audit is conducted due to Trustee's breach of this Trust Agreement or if the audit discloses a breach. 4 Rules and Regulations. Trustee shall comply with the following Hiles and regulations A Trustee shall not sell or issue a MEMO product until Tnutee has collected a cash payment in an amount equal ro the face amount of the sale or issuance of the MEMO product plus any additional amount determined by the retail fee except as otherwise set forth herein. Trustee will only accept cash as payment for all MEMO products No check or other paper transmitted or deposited by Trustee to or for MEMO shall constitute a remittance to MEMO until actually collected MEMO has the option in each case to deposit any such paper for collection B. Trustee shall safeguard all unissued inventories of all products and MEMO provided equipment with the higlaest degree of case. The care exercised in regard to MEMO pro&= shall b at least as that applicable to cash. Trustee shall report to MEMO the serial number of each money order stolen or missing, and all other information relating to the event, immediately upon discovery of the fact, but in any event not later than twenty -four (24) hours prior to time money orders being presented for payment to MEMO so that payment can be stopped on such missing or stolen money orders. Such report shall be by telephone and immediwely confirmed in writing Trustee shall be solely responsible for all losses a rising from, and shall indemnify and hold MEMO harmless regarding any and all stolen or missing items as well as any MEMO equipment issued to Trustee Furthermore, Trustee shall be responsible for repair or replacernmt of any MEMO issued equipment stolen or damaged as a result of misuse, negligence, abuse, fire or otherwise. Said responsibility and liability of Trustee shall not be limited by Trustee's comgphance with the safeguarding, care, and reporting obligations set forth in this paragraph C Trustee shall at all tunes maintain a sound financial position and provide curent financial information to MEMO as requested by MEMO. Trustee shall conduct operations so that the finds generated from the sale of issuance of money orders and /or gift certificates, will not be in jeopardy nor seen in the opinion of a reasonable person to be in jeopardy. Trustee shall cease the issuance and sale of money orders and /or, gift certificates and notify MEMO immediately, shoWd such jeopardy arise Notification to MEMO shall be made promptly by telephone and immediately confirmed in writing "Sound Financial Condition" shall mean that there has been no material adverse change in die business, operations, condition (financial or otherwise) or prospects of the Trustee and that neither Trustee of any Guarantor has become insolvent; generally unable to pay its debts as they become due, involuntarily suspended transaction of its business, made a general assignment for the benefit of creditors, instituted a proceeding described in Paragraph 7B or consented to any such order for relief any appointment or to the tailing of possession by any such official of all or any substantial par of its property, declaration, finding or relief described therein, whether or not any Rich proceeding is instituted, or has taken any action in furtherance of any of the foregoing, A lad of sound financial condition shall also include when Trustee fails to pay, on the date which the same is due, any sum payable hereunder or farts to pay its creditors generally or makes representations to MEMO or to other creditors that it must delay any such payment under conditions whirl - 4 in the sole disaetion of MEMO, it appears that Trustee is no longer in a sound financial condition. D. Trustee shall provide MEMO by facsimile transmittal or registered mail 30 days advance notice of proposed change(s) in the ownership of either Trustee's business, the management of Trustee's business, the sale of fifty -one percent (51 %) or more of Trustee's assets, or the entry into or termination of business affiliated with Trustee. Transactions included within this paragraph 4(D) include transfer of stock of Trustees, sale of partnership, interests, Limited Liability Company or partnership's interest or any similar transaction which effects a change in ownership or control of Trustee. No such transaction shall be approved until any successor entity, if any, has entered into appropriate documentation, including a trust agreement with MEMO. No transaction, discussed in this subparagraph, shall be effective without the prior written approval of MEMO. Any attempt by Trustee to effect such a transaction without MEMO approval shall be void ab initio as to MEMO. If Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for the payment of all sums and the performance of all duties required by the Trust Agreement Any change of ownership or other assignment within the meaning of this paragraph shall bind Trustee's successor or assignee to the terms and conditions of this Trust Agreement E. During the tern of this Trust Agreement, including any renewals hereof, Trustee shall sell only MEMO products at all of Trustee's retail establishments including those newly opened or acquired. Trustee must provide MEMO with at least 30 days notice of its intent to close its business operations or current retail location and to reopen at another location. Trustee shall not utilize MEMO equipment for any other purpose than selling MEMO products. F. Trustee shall sell MEMO products only at Trustee's specifically approved places of business or fimture place of business as approved by MEMO. Trustee shall not appoint and /or offer the services at or to any entity not a party to this Trust Agreement G. Trustee must stand ready to complete all transactions contemplated by this Test Agreement at all times when the Trustees business is open. Far7<ue to do so shall constitute a breach of this Trust Agreement No funds regmi ed by Trustee shall be subject to attachment, levy of execution, or sequestration by order of any court, except for the benefit of MEMO. Id. Trustee is probpbited from nnaaffi orized use of MEMO s name, logo, trademark and /or service made without MEMO's prior written consent I. No MEMO products shall be issued or sold to anyone in payment of any obligation of Trustee, owner or guarantor or used in any manner for Trustee, owner or guarantor's own purposes, except as allowed by MEMO. J. Trustee shall sell money orders in strict numerical sequence in accordance with the number pirated on each blank money order. The face amount of any money order sold by Trustee shall not exceed the sum of $ 500.00 MEMO may deliver blank money orders to Trustee, or to any ageo> employee or representative of Tmsbee, by whatever means MEMO deems appropriate, and MEMO is authorized to receive and issue a receipt for blank money orders on behalf of Trustee AD voided money orders must be voided trough the electronic money order dispenser during the sale date only to avoid charges to Trustee's accou If a voided money order is not voided in the money order dispenser, Trustee shall write, "NOT USED FOR PURPOSE 14nMED" on the backside of the original inon cy order and deposit the money order into Trustee's lank account If Trustee should write `void" on the face of the original money order, Trustee shall forward the origpnal voided money order to the MEMO office and MEMO will issue a refund to Trustee in the foam of a replacement money order. Trustee shall ensure drat the electronic money order dispenser is available for MEMO to electronically transr it polling data on a daily basis. If the electronic money order dispenser does not poll consistently, Trustee must provide MEMO with the money order sales date manually as requested Tnstee ensures that the electric money order sales dispenser is always turned on and always properly connected to a dear telephone line during electronic polling transmission times. THAT SUCH SUBSEQUENT ENTRY OR CONFESSION OF JUDGMENT MAY ONLY BE DONE TO CURE ANY ERRORS IN PRIOR PROCEEDINGS, AND ONLY TO THE EXTENT THAT SUCH ERRORS ARE SUBJECT TO CURE IN THE LATE PROCEEDINGS. TRUSTEEACKNOWLEDGES THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, TRUSTEE WAIVES THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DETERMU -1E IT RIGHTS AND LI4BILl'1'IES. TRUSTEE FURTHER ACKNOWLEDGES THAT MEMO MAY OBTAIN A JUDGMENT AGAINST TRUSTEE WITHOUT ITS PRIOR KNOWLEDGE OR CONSENT AND WITHOUT TRUSTEE'S OPPORTUNITY TO RAISE ANY DEFENSE, SETOFF, COUNTERCLAIM OR OTHER CLAIM TRUSTEE MAY HAVE TRUSTEE EXPRESSL Y WAIVES SUCH RIGHTS AS AN EXPLICIT AND MATERIAL PART OF THE CONSIDERATION FOR MEMO'S TRUST AGREEMENT TO MAKE MEMO PRODUCTS AVAILABLE TO THE TRUSTEE 10. Liability. Trustee, regardless of Trustees freedom from negligence or other fault, shall be absolutely liable A. To make remittance to MEN40 of the face amount for a ll MEMO products sold, the applicable fees, and all other monies due MEMO under this Trust Agreement, regardless of the mysterious or non - mysterious disappearance or loss of any funds from Trustee's possession by reason of the honest or dishonest ad of any person, ad of God, or otherwise B. To remit to MEMO the total amount of all suns of money that may be expended by or for MEMO in paying any MEMO products delivered by MEMO to Trustee that arc subsequently presented for payment; whether or not MEMO is legally liable to pay the same This subparagraph shall not apply to any MEMO products as to which Trustee shall have £dilly performed Trustee's duties under this Trost Agreement C. MEMO Liability. Fxcept as provided in this Trust Agreement, MEMO makes no war ar es whether empress implied or statutory n connection with this Trust Agreement MEMO expressly disclaims all warranties of merchantability and fitness for a particular purpose MEMO shall not be responsible or liable for any lost profits, consequential, special or punitive, exemplary or incidental damages resulting from the failure of the Product(s). The sole and exclusive liabaity of MEMO to Trustee and remedy of Trustee hereunder (including negligence) shall be general monetary damages not to exceed the amount of the item that is the subject of the claim or dispute, regardless of the charactmizarirxa of such action. 11. INDEMNITY AND PERSONAL GUARANTY. TO INDUCE MEMO TO ENTER INTO THIS TRUST AGREEMENT, TRUSTEE AND THE UNDERSIGNED INDIVIDUAL(S) SHALL JOINTLY AND SEVERALLY, INDEMNIFY, DEFEND AND HOLD HARMLESS MEMO FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, ASSESSMENTS, FINES, PENALTIES, COSTS, INTEREST, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, SETT LEMENT COST AND REASONABLE LEGAL AND ACCOUNTING FEES) SUSTAINED BY MEMO RESULTING FROM OR ARISING OUT OF ANY ACT OR OMISSION TO ACT, WHETHER HONEST, DISHONEST, NEGLIGENT OR OTHERWISE BY TRUSTEE OR TRUSTEE'S EMPLOYEES, AGENTS, ASSOCIATES OR REPRESENTATIM (WHETHER WITHIN OR WITHOUT THEIR SCOPE OF PERFORMANCE UNDER THIS TRUST AGREEMENT). THE PARTIES TO THE TRUST AGREEMENT SHALL BE RELEAS FROM LIABILITY HEREUNDER FOR FAILURE TO PERFORM ANY OF THE OBLIGATIONS HEREIN WHERE SUCH FAILURE TO PERFORM OCCURS BY REASON OF ANY ACT OF GOD, NATIONAL EMERGENCY, MECHANICAL OR ELECTRICAL BREAKDOWN, CIVIL COMMOTION OR THE ORDER, REQUISITION, REQUEST OR REC OMMENDATION OF ANY GOVERNMENTAL PROCLAMATION, REGULATION OR ANY OTHER CAUSE BEYOND EITHER PARTY'S REASONABLE CONTROL INCLUDING WEATHER THE UNDERSIGNED INDIVIDUAL DOES PERSONALLY GUARANTEE AND BECOME SURETY FOR TRUSTEE'S FULL PERFORMANCE OF THE TRUST AGREEMENT, INCLUDING WITH LIMITATION THE PROMPT AND PUNCTUAL PAYMENT OF ALL AMOUNTS BECOMING DUE FROM TRUSTEE TO MEMO HEREUNDER THE TRUST AGREEMENT MAY BE MODIFIED BY MEMO WITHOUT NOTICE TO THE UNDERSIGNED AND WITHOUT AFFECTING THIS PARAGRAPH. MEMO MAY ENFORCE THIS PARAGRAPH AGAINST THE UNDERSIGNED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, AS WELL AS IN ANY OTHER COURT AND STATE HAVING JURISDICTION, WHETHER OR NOT ANY ACTION IS EVER TAKEN BY MEMO AGAINST TRUSTEE (AND /OR GUARANTOR). THE UNDERSIGNED HEREBY WAIVE ALL NOTICES WHATSOEVER WITH RESPECT TO THIS GUARANTY EXCEPT FOR NOTICE OF DEMAND FOR PAYMENT FROM THE UNDERSIGNED. THE UNDERSIGNED HEREB CONSENT TO THE TAKING OF, OR THE FAILURE TO TAKE, FROM TIME TO TIME WITHOUT NOTICE TO THE UNDERSIGNED, ANY ACTION OF ANY NATURE WHATSOEVER WITH RESPECT TO THE TRUST AG REE=MENT , INCLUDING BUT NOT LIMITED TO ANY RENEWALS, EXTENSIONS, MODIFICATIONS, POSTPONEMENTS, COMPROMISES, INDULGENCES, WAIVERS, SURRENDERS EXCHANGES, RELEASES, AND FAILURE TO PURSUE OR PRESERVE RIGHTS AGAINST ANY PERSON, AND THE UNDERSIGNED SHALL REMAIN FULLY LIABLE HEREON NOTWITHSTANDING ANY OF THE FOREGOING. EXCEPT AS PROVIDED HEREIN, THE UNDERSIGNED HEREBY WAIVE ALL DEFENSES WHATSOEVER TO THE UNDERSIGNED'S LIABILITY HEREUNDER EXCEPT THE DEFENSES OF (1) PAYMENT, AND (2) LACK OF NOTICE AS REQUIRED IN THE TRUST AGREEMENT. UPON DEFAULT HEREUNDER, THE UNDERSIGNED HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY THE PROTHONOTARY OR ANY CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD OF PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND TO CONFESS JUDGMENT AGAINST THE UNDERSIGNED FOR ALL AMOUNTS DUE HEREUNDER, PLUS ALL COSTS OF SUIT, LEGAL INTEREST TO DATE, AND THIRTY PERCENT (30%) ADDED FOR ATTORNEY'S FEES, RELEASING ERRORS, WAIVING STAY OF EXECUTION, AND AUTHORIZING THE IMMEDIATE ISSUE OF A WRIT OF EXECUTION, ALL IN ACCORDANCE WITH THE PENNSYLVANIA RULES OF CIVIL PROCEDURE. FOR SUCH PURPOSE, THIS TRUST AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT BY THE UNDERSIGNED OR ON BEHALF OF THE UNDERSIGNED BY SAID PROTHONOTARY, CLERK OR ATTORNEY, SHALL BE SUFFICIENT WARRANT. THE AUTHORITY AND POWER TO APPEAR FOR AND TO CONFESS OR ENTER JUDGMENT AGAINST THE UNDERSIGNED SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF; THE SAME MAY BE EXERCISED, FROM TIME TO TIME, AS OFTEN AS MEMO SHALL DEEM NECESSARY AND DESIRABLE, AND THIS TRUST AG REEMENT SHALL BE A SUFFICIENT WARRANT THEREFORE. THE UNDERSIGNED ACKNOWLEDGE THAT BY AUTHORIZING MEMO TO CONFESS JUDGMENT HEREUNDER, THE UNDERSIGNED HAVE WAIVED THE RIGHT TO NOTICE IN A PRIOR JUDICIAL PROCEEDING TO DETERMINE THEIR RIGHTS AND LIAB 1TES THIS GUARANTY IS GIVEN IN CONNECTION WITH AND EVIDENCES THE OBLIGATION OF THE UNDERSIGNED TO MAKE PAYMENT IN CONNECTION WITH A COMMERCIAL TRANSACTION. THIS GUARANTY IS IRREVOCABLE AND SHALL BE BINDING AND OPERATIVE UNTIL SUCH TIME AS MEMO SHALL HAVE BEEN PAID ALL SUMS OWED TO IT UNDER THE TRUST AGREEMENT AND THAT MAY ARISE PURSUANT TO THIS GUARANTY. 12 Security. As further consideration of appointment by MEMO as its agent, and in order to protect MEMO's property from conversion, Trustee hereby grants to MEMO a continuing security interest in, including but not lir nited to the following, Trustee's bank account•, inventory, accounts receivable, assignment of lease, goodwill and fixtures at all Trustee locations. Trustee agrees to execute all documents necessary to create or perfect such security interest, including, but not limited to, recorded U Commercial Code - Financial Statement (UCC1(s)) filings. FurtneamoM MEMO reserves the right to require additional collateral as it deems necessary for ongoing approval and for the duration of the Trust Agreement In the event Trustee changes ownership in Trustee's business in any transaction sr-lar to those set forth in paragraph 4(D) hereof; without prior notice and approval by MEMO as set forth therein Trustee hereby grants a security interest in the proceeds of any such transaction until such time as an approved accent is reestablished. 13. Notices._ Notices required or permitted under this Trust Agreement shall be deemed to have been given on personal delivery (including overnight courier service), and if by mail on the third day after the mail is deposited in the U.S. Mail, by fast class mail, postage prepaid return receipt requested and addressed to MEMO at 1029 Mumma Road, P.O. Box 8863, Camp Hill, PA 17001 -8863 or to Trustee at the address shown on the Application (or such subsequent address as has been provided to MEMO by Trustee). 14. Choice of Law. This Trust Agreement shall be construed under and in accordance with the laws of the Commonwealth of Pennsylvania, disregarding any rules relating to the choice or conflict of Lows. The parties consent to venue and personal jurisdiction in Cumbedand County, Pennsylvania, or, in the case of MEMO's exercise of rights under Paragraphs 9 and 11 hereof in any other court of record in Pennsylvam or elsewhere 15. Comphance with law. Trustee shall abide by (and cause its offices, principals and employees to abide by) all federal, state and local laws and regulations applicable to Tnutee's business and services provided They are to include but as not limited to (a) State Licensing Laws; (b) the Bank Secrecy Ad and its regulations; (c) Federal cash reporting requirements and reguilahons; (d) State Currency reporting requirements; (e) Federal and /o State anti- muoney laundering laws and all rules and regulation=s; (t) all applicable state money transfer or sale of check laws and regulation; (g) all federal and state privacy laces and regulations, and (h) due USA Patriot Act 16. Non-Waiver. The failure of MEMO to enforce any provision of this Trust Agreement of its failure to declare a default under this Trust Agreement shall not constitute a waiver or any breath of any provision of this Trust Agreement and shall not prejudice the ri& and/or power of MEMO to proceed as fully as if it bad not failed to enforce any provision of this Trust Agreement 17. Enforcement In the event of default under the terns of this Test Agreement, Trustee agrees that MEMO shall, in addition to all rights it might have under the law, have the right of seeking specific performance in the cow of equity. Furthemnore, Tnstce agrees to consent to the jurisdiction of a taut of equity regarding the enforcement of this Trust Agreement and /or the enforcement of MEMO(s) rights in the event of any default by Trustees. I & Cost of Enforcement Trustee shall pay, on demand to MEMO, all costs and eepenses including reasonable attorney's fees incurred by MEMO in connection with the enforcement of this Trust Agrqemmt 19. "Construction. AD references in this Trust Agreement in the singular shall be construed to include the plural where applicable and the masculine shall include all other genders. AR covenants, agreements and obligations in this Trust Agreement assumed by Trustee shall be, and shall be deemed to be, joint and several covenants. Headings of the paragraphs of this Trust Agreement are for convenience only and do not lirrut� expand, or otherwise construe the prm isiens or contents of this Trust Agreanent If any part of Ibis Trust Agreement is held to be unenforceable or invalid or prohibited by law, said part shall be deemed to have been stricken from the Trost Agreement and the Trust Agreement shall be read and interpreted as though the strid en part did not exist and shall not affect the va}i q or enforceability of arty otherpart of the Trust Agreement 20. Assignments and Delegation. MEMO may assign this Trust Agreement at any time without seeking any approval or consent of Trustee. Trustee may not assign this Trust Agreement without prior written approval of MEMO. This Trust Agreement shall be binding on the respective parties as well as their heirs, successors and assigns. 21. Entire Trust Agreement This Trust Agreement, together with any and all attachments, addendums, related security documents and such rules and regulations as may be promulgated by MEMO for the issuance of and sale of MEMO products from time to time, shall continue the entire agreement between the parties hereto. There are no other agreements or understandings, written or oral, between the parties with respect to tine subject matter of this Trust Agreement There shall be no modifications, amendments, or alterations to this T rust Agreement unless agreed to in writing signed by all parties. This Trust Agreement shall bind and inure to the benefit of the parties, their respective hems, successors, representatives and proper assigns MEMO and Merchant understand that a completed tdefax signature is as valid as the original. 22 Time of the Essence. Time is of the essence in this Trust Agreement WARNING — BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL IF YOU DO NOT PAY ON TIIAE, A COURT JUDGMENT MAYBE TAKEN AGAINST YOU WITHOU YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH TRUST AGREEMENT, OR ANY OTHER CAUSE. Corporate /Store Name Lincoln Enterprises, Inc. t: Signature (Business) r 2 Signature (Individually) Signature (Spouse) 3. Signature (Individually) '�+-- f Signature (Spouse) 4. Signature (Individually) � Signature (Spouse) Date: D 11/17/08 MERCHANTS EXPRESS MONEY ORDER COMPANY, INC. MEMO MONEY ORDER COMPANY, INC. MERCHANTS EXPRESS USA, INC MEMO MO COMPANY OF NEW YORK, INC. 2 By ^s-JA Title C - Date ZB�d t MERCHANTS EXPRESS USA, Inc. COURT OF COMMON PLEAS, CUMBERLAND COUNTY PLAINTIFF V. Essam Y Loussia , 2013 Individually, jointly and severally, DEFENDANT and No. J 3 Cup Lamis Aziz Loussia Individually, jointly and severally, DEFENDANT And Lincoln Enterprises Inc., d/b /a Lincoln Drugs Corporation DEFENDANT NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE - CAPTIONED MATTER HAS BEEN EN TE AG ST U. w PROTHONOTARY If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, PA 17001 -8863 (800) 543 -8207