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Home My WebLink About02-1831PETER I. BENTIVEGNA, 541 S. Schuylkill Avenue Jeffersonville, PA 19404, and MARGARET M. STUSKI, 908 Walnut Street Wormleysburg, PA 17043, Plaintiffs Vo BLM/CRA, INC., 401 E. Winding Hill Road, Mechanicsburg, PA 17055, CRABTREE, ROHRBAUGH & ASSOCIATES, INC., 401 E. Winding Hill Road, Mechanicsburg, PA 17055, THOMAS C. CRABTREE, 401 E. Winding Hill Road, Mechanicsburg, PA 17055, G. DOUGLAS ROHRBAUGH, 401 E. Winding Hill Road, Mechanicsburg, PA 17055, and CARL J. DAVIS, 401 E. Winding Hill Road, Mechanicsburg, PA 17055, Defendants : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : : . . : CIVIL ACTION - LAW : : . : : : : . : PRAECIPE FOR WRIT OF SUMMONS TO: Curt Long, Prothonotary Please issue a Writ of Summons for a Civil Action at Law against the above-referenced Defendants. SHUMAKER WILLIAMS, P.C. ~[~aurence W. I.D.~[19715 Dague, Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Plaintiffs :141924 Commonwealth of Pennsylvania County of Cumberland WRIT OF SUMMONS PETER I. BENTIVEGNA MARGARET M. STUSKI, Plaintiff Vs. BLM/CRA, INC., CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH CARL J. DAVIS 401 E. WINDING HILL ROAD MECHANICSBURG, PA 17055, Defendant Court of Common Pleas No. 02-1831 In CivilAction-Law To BLM/CRA, INC., CRABTREE, ROHRBAUGH, & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH, CARL J. DAVIS, You are hereby notified that PETER I. BENTIVEGNA AND MARGARET M. STUSKI, the Plaintiff has / have commenced an action in Civil Action-Law against you which you are required to defend or a default judgment may be entered against you. (SEAL) Date APRIL 12, 2002 CURTIS R. LONG Prothonotary Deputy ATTORNEY Name: LAURENCE W. DAGUE, ESQUIRE Address: P.O.BOX 88 HARRISBURG, PA 17108 Attorney for: Plaintiff Telephone: 717-763-1121 Supreme Court ID No. 19715 PETER I. BENTIVEGNA AND MARGARET M. STUSKI, Plaintiffs, BLMJCRA, INC. CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH CARL J. DAVIS 401 E. WINDING HILL ROAD MECHANICSBURG, PA 17055, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 02-1831 CIVIL ACTION - LAW PRAECIPE FOR RULE TO FILE A COMPLAINT TO THE PROTHONOTARY: Please issue a Rule upon Plaintiffs Peter I. Bentivegna and Margaret M. Stuski to file a Complaint within twenty (20) days from service hereof or suffer judgment of non pros. Respectfully submitted, DUANE MORRIS LLP Dated: April 22, 2002 By: Matthew Chabal, 11I. I.D. Number 49926 305 N. Front St., 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 Attorneys for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc. CERTIFICATE OF SERVICE On this 22nd day of April, 2002, I, Patricia Z. Glusko, a secretary in the law offices of Duane Morris LLP, hereby certify that I have served this day true and correct copies of the foregoing Praecipe for Rule to File Complaint in the above-captioned matter, by depositing same in the United States First Class Mail, postage prepaid, in Harrisburg, Pennsylvania, to those persons and addresses indicated below: Laurence W. Dague, Esquire Shumaker Williams P.C. P.O. Box 88 Harrisburg, PA 17108 (Counsel for Plaintiffs) Anthony J. Nestico, Esquire Nestico Korposh & Druby LLP 475 W. Governor Road Hershey, PA 17033 (Counsel for Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis) PETER I. BENTIVEGNA AND MARGARET M. STUSKI, Plaintiffs, BLM/CRA, INC. CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH CARL J. DAVIS 401 E. WINDING HIIJ. ROAD MECHANICSBURG, PA 17055, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 02-1831 CIVIL ACTION - LAW ENTRY OF APPEARANCE Please enter our appearance on behalf of BLM/CRA, Inc., and Crabtree, Rohrbaugh & Associates, Inc., Defendants in the above captioned case. We are authorized to accept service on behalf of said Defendants. Respectfully submitted, DUANE MORRIS LLP Dated: April 22, 2002 Matthew Chabal, 11I I.D. No. 49926 305 N. Front Street, 5th Floor P. O. Box 1003 Harrisburg, PA 17108-1003 (717) 237-5514 CERTIFICATE OF SERVICE On this 22nd day of April, 2002, I, Patricia Z. Glusko, a secretary in the law offices of Duane Morris LLP, hereby certify that I have served this day true and correct copies of the foregoing document in the above-captioned matter, by depositing same in the United States First Class Mail, postage prepaid, in Harrisburg, Pennsylvania, to those persons and addresses indicated below: Laurence W. Dague, Esq. Shumaker Williams P.C. P. O. Box 8 Harrisburg, PA 17108 Counsel for Plaintiffs Anthony J.Nestico, Esq. Nestico Korposh & Dmby LLp 475 W. Governor Road Hershey, PA 17033 Counsel for Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis HBG\96591.1 PETER I. BENTIVEGNA AND MARGARET M. STUSKI, Plaintiffs, BLM/CRA, INC. CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH CARL J. DAVIS 401 E. WINDING HILL ROAD MECHANICSBURG, PA 17055, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 02-1831 CIVIL ACTION - LAW RULE TO FILE A COMPLAINT TO: Peter I. Bentivegna and Margaret M. Stuski You are ruled by Defendants BLM/CRA, Inc. and Crabtree Rohrbaugh & Associates, Inc. to file a Complaint in the above-captioned matter within twenty (20) days or suffer an entry of Judgment of Non Pros in favor of moving Defendants. Dated: PETER I. BENTIVEGNA AND MARGARET M. STUSKI, Plaintiffs, BLMJCRA, INC. CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH CARL J. DAVIS Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Docket No. 02-1831 CIVIL ACTION - LAW CERTIFICATE OF SERVICE On this 2nd day of May, 2002, I, Matthew Chabal, Ill, Esquire, an attorney with the law offices of Duane Morris LLP, hereby certify that on May 1, 2002, I served a Rule to File a Complaint in the above-captioned matter, by depositing same in the United States First Class Mail, postage prepaid, in Harrisburg, Pennsylvania, to those persons and addresses indicated below: Laurence W. Dague, Esq. Shumaker Williams P.C. P. O. Box 8 Harrisburg, PA 17108 Counsel for Plaintiffs Anthony J.Nestico, Esq. Nestico Korposh & Dmby LLp 475 W. Governor Road Hershey, PA 17033 Counsel for Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis Dated: May 2, 2002 HBG\97259.1 Respectfully submitted, DUANE MORRIS LLP Matthew Chabal, llI Attorney I.D. No. 49926 305 N. Front Street, 5* Floor P. O. Box 1003 Harrisburg, PA 17108-1003 (717) 237-5500 Attorneys for BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc. PETER I. BENTIVEGNA MARGARET M. STUSKI, Plaintiffs Vo BLM/CRA, INC. CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH CARL J. DAVIS 401 E. WINDING HILL ROAD MECHANICSBURG, PA 17055 Defendant : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, PENNSYLVANIA .' : : NO. 02-1831 : : JURY TRIAL DEMANDED .' .' : : : : : PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter the appearances of the undersigned counsel on behalf of Thomas C. Crabtree, G. Douglas Rohrbaugh, and Carl J. Davis, Defendants. Date: Date: Respectfully submitted, By: Anthony J.' ' Attorney 840 East Chocolate Avenue Hershey, Pennsylvania 17033 (717) 533-5406 (717) 533-5717 Attorne/~.efen~ Richard B. Druby, Esquire Attorney I.D. No. 61904 840 East Chocolate Avenue Hershey, Pennsylvania 17033 (717) 533-5406 (717) 533-5717 Attorney for Defendants CERTIFICATE OF SERVIC~ I, Richard B. Druby, of the law firm of Nestico & Druby, L.L.P., hereby certify that on the ~/~ay of May, 2002, a copy of the foregoing document was sent via First Class U.S. Mail, postage paid, to the following: Matthew Chabal, III, Esquire Duane Morris 305 North Front Street 5th Floor, P.O. Box 1003 Harrisburg, PA 17108 Laurence W. Dague, Esquire Shumaker Williams P.C. P.O. Box 88 Harrisburg, PA 17108 Richard B. Druby :dkm PETER I. BENTIVEGNA and MARGARET M. STUSKI, Plaintiffs v. : NO. 2002-01831 : IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA BLM/CRA, INC., : CIVIL ACTION - LAW CRABTREE, ROHRBAUGH & : ASSOCIATES, INC., : THOMAS C. CRABTREE, : G. DOUGLAS ROHRBAUGH, and : CARL J. DAVIS, : Defendants : NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for 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. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800) 990-9108 NOTICIA USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar accion dentro de los proximos veinte (20) dias despues de la notificacion de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted falla de tomar accion como se describe anteriormente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra PETER I. BENTIVEGNA and MARGARET M. STUSKI, Plaintiffs Vo BLM/CRA, INC., CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH, and CARL J. DAVIS, Defendants : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA . : : NO. 2002-01831 : : CIVIL ACTION - LAW : : : . JURY TRIAL DEMANDED COMPLAINT Plaintiff Peter I. Bentivegna is an adult individual who resides in Montgomery County, Pennsylvania. 2. Plaintiff Margaret M. Smski is an adult individual who resides in Cumberland County, Pennsylvania. 3. Defendant BLM/CRA, Inc. ("BLM/CRA") is a Pennsylvania business corporation which maintains its registered address at E. Winding Hill Road, Mechanicsburg, Cumberland County, Pennsylvania. 4. Defendant Crabtree, Rohrbaugh & Associates, Inc. ("CRA") is a Pennsylvania business corporation which maintains its principal place of business in Cumberland County, Pennsylvania. 5. Defendant Thomas C. Crabtree is an adult individual who resides in Dover, York County, Pennsylvania and is an officer, director, and employee of CRA and a director of BLM/CRA. 6. Defendant G. Douglas Rohrbaugh is an adult individual who is an officer, director, and employee of CRA and a director of BLM/CRA. 7. Defendant Carl J. Davis is an adult individual who is an officer, director, and employee of CRA and an officer, director, and employee of BLM/CRA. 8. PlaintiffBentivegna is a duly licensed architect who was a founder of an architectural business approximately eighteen years ago which does business in Pennsylvania and in many other states. 9. That architectural business is operated in part by the Pennsylvania business corporation of BLM Group, Inc., which was incorporated in 1985 and of which PlaintiffBentivegna was an original incorporator. 10. Because of the need to obtain licensing to practice architecture in other states and for other proper business reasons, BLM Group, Inc. has a number of related corporate entities, including BLM Interiors, Inc., BLM Architects, Inc., BLM Architects, P.C., BLM International, Ltd., BLM Project Management, Inc., as well as a partnership known as "Bentivegna, Lindsay, Maron, Merlino - Architects." All those corporate entities are hereinafter collectively referred to as "BLM Group." 11. Plaintiff Bentivegna was at all times and continues to be the majority shareholder and President and Chief Executive Officer of BLM Group. 12. In 2001, BLM Group entered into negotiations with Defendant CRA for a merger or acquisition of BLM Group as a result of a recommendation received by BLM Group from a business broker. 13. As a result of those negotiations, an "Asset Purchase Agreement" ("APA") was entered into on October 29, 2001, to which BLM Group, Defendant BLM/CRA, Plaintiff Bentivegna, and minority shareholders of BLM Group were parties. A copy of the APA is attached hereto as Exhibit "A." 2 14. Under Paragraph 2.1 of the APA, the consideration paid for the acquisition by BLM/CRA of assets of BLM Group was shares of stock in BLM/CRA and employment agreements for the minority shareholders of BLM Group and for Plaintiff Bentivegna was thirty percent (30%) of the net profits of BLM/CRA for the period from November 1,2001 through October 31, 2004 and a three year employment contract. 15. PlaintiffBentivegna did, in fact, enter into a three year Employment Agreement with BLM/CRA ("Employment Agreement"), a copy of which is attached hereto as Exhibit "B." 16. Throughout the negotiations leading up to the APA and Employment Agreement, Defendants Crabtree, Rohrbaugh, and Davis represented the interests of CRA, BLM/CRA, and themselves as shareholders in both CRA and BLM/CRA. 17. Covenant 1.0 of the Employment Agreement specifically provides that Plaintiff Bentivegna will serve as President and Chief Executive Officer ("CEO") "with all normal and customary duties" during the first two years of his employment with BLM/CRA, a qualified successor to him would be identified, and an orderly transition would occur during the third year of his employment. 18. The provisions of Covenant 1.0 concerning PlaintiffBentivegna's offices and duties were material to both the APA and Employment Agreement because the consideration to him did not involve any immediate buy-out of him but primarily the percentage of profit over the three year period and because those provisions were a way of insuring that he could have a substantial effect upon and to some degree control of profitability during that period. 19. All of the Defendants were aware that those provisions of Covenant 1.0 were material to Plaintiff Bentivegna and that he would not have entered into either the APA or the Employment Agreement without such provisions. 20. Defendants represented to Plaintiff Bentivegna that he would not only have the titles of President and CEO of BLM/CRA but would have all the nounal and customary duties and rights that accompany those titles throughout the first two years of his employment by BLM/CRA, and Defendants made those representations to Plaintiff Bentivegna specifically for the purpose of inducing him into entering into the APA and Employment Agreement. 21. Plaintiff Bentivegna did, in fact, rely upon the representations concerning his duties and rights as President/CEO in entering into the APA and Employment Agreement. 22. Based upon information and belief, Plaintiff Bentivegna alleges that Defendants' representations concerning the duties and rights that he would have were false and fraudulent when made by Defendants in that they never intended to allow him to actually exercise such duties and rights. 23. At all times since the execution of the APA and Employment Agreement, Defendants have, in fact, refused to allow PlaintiffBentivegna to exercise the duties and rights which normally and customarily are those ora President/CEO by, inter alia.: a.) refusing to allow him to supervise and direct the activities of other officers and employees of BLM/CRA; b.) refusing to provide him with information and details concerning the financial operations of BLM/CRA; c.) taking actions and falling to take actions contrary to his directions which created risk of his being personally liable therefor; and d.) the individual Defendants' refusals to comply with entirely proper directives and orders given to them. 24. Defendants Crabtree, Rohrbaugh, and Davis, acting as Directors of BLM/CRA purported to hold a meeting of the Board of Directors on April 8, 2002, at which they adopted various resolutions which, inter alia, formally stripped Plaintiff Bentivegna of all duties and rights normally accorded to a President/CEO and directed him to confine his efforts as an officer and employee to marketing BLM/CRA's services outside the company. 25. During the negotiations leading up to the execution of the APA, Defendants represented that BLM/CRA would have no difficulty obtaining required licensing and registration in each of the states in which BLM Group had been doing business and that they knew that was the case based upon the fact that Defendant Crabtree was licensed in more than thirty (30) states. 26. As part of those representations, Defendants specifically represented that it would not be necessary for BLM/CRA to create related corporations, as BLM Group had done, in order to become licensed and registered in other states and that, therefore, BLM/CRA would be able to expeditiously and promptly take over the business of BLM Group, thereby allowing BLM Group to liquidate and go out of business. 27. The aforesaid representations concerning licensing and registration were made by Defendants in order to induce Plaintiff Bentivegna into entering into the APA and Employment Agreement. 28. PlaintiffBentivegna did, in fact, rely upon the representations concerning licensing and registration in entering into the APA and Employment Agreement. 29. Defendants' representations concerning the ease with which BLM/CRA could obtain required licensing and registration in other states were, in fact, false. 30. As of this date, BLM/CRA has still not been able to obtain licensing and registration in all of the states in which BLM Group has done and is doing business, and BLM/CRA has been forced to create at least one related corporation in order to be licensed and registered to do business in one such state, New Jersey. 31. As a result of the falsity of the representation concerning the licensing and registration of BLM/CRA, BLM Group has been forced to continue in business. 32. Defendants, with the exception of Defendant CRA, have consistently and routinely represented to PlaintiffBentivegna since the execution of the APA that BLM Group is nothing more than a conduit for funds and, in effect, a front for BLM/CRA in relation to ail business formerly of BLM Group until such time as BLM/CRA obtains required licensing and registration and until BLM/CRA obtains any necessary consents to assignments of contractual agreements between BLM Group and others from those others. 33. Based upon those representations, Defendants, with the exception of Defendant CRA, have made repeated, persistent, and vociferous demands that Plaintiff Bentivegna, in his capacity as President/CEO of BLM Group, pay various sums to and take various actions for the benefit of BLM/CRA in such a way as to constitute harassment and abuse of him. 34. Based upon those representations, Defendants, with the exception of Defendant CRA, have purported to issue "directives" and orders to Plaintiff Bentivegna as President/CEO of BLM/CRA to take various actions which would be inimical to the interests of BLM Group and which would constitute violations of his fiduciary duties to BLM Group while threatening to terminate his employment if he fails to follow such "directives" and orders. 35. Contrary to Defendants' representations concerning the relationship between BLM Group and BLM/CRA, Paragraph 7.5 of the APA specifically provides that, until such time as consents to assignment of contracts are received from any entity with which BLM Group has a contractual relationship that requires such consent, BLM/CRA is merely to function as a subcontractor of BLM Group. 36. Plaintiff Stuski is a duly licensed attorney who has served for years as legal counsel to BLM Group and who continues to serve in that capacity. 37. As part of her relationship with BLM Group as its legal counsel, Plaintiff Stuski is responsible for handling a number of legal actions and claims that have been brought against it. 38. Defendants were, at all relevant times, aware of the relationship between Plaintiff Stuski and BLM Group and of her resulting obligations to it. 39. Defendant BLM/CRA took possession and control of many records of BLM Group to which BLM/CRA was not entitled subsequent to the execution of the APA, including records to which Plaintiff Stuski needed access in representing BLM Group. 40. Since the execution of the APA, Defendant BLM/CRA has repeatedly and outrageously denied access to the aforesaid records to Plaintiff Stuski, thereby interfering in her ability to represent BLM Group. 7 48. Since PlaintiffBentivegna was induced into entering into the APA and Employment Agreement by Defendants' fraud upon him, those agreements are vitiated and should, therefore, be rescinded. 49. As a result of the aforesaid fraud, Plaintiff Bentivegna has lost his economic interest in BLM Group as an on-going business entity. 50. As a result of the aforesaid fraud, Plaintiff Bentivegna has been and will continue to also suffer damages to his professional reputation as an architect and businessman. 51. As a result of the aforesaid fraud, PlaintiffBentivegna has and will continue to suffer damages consisting of emotional pain and suffering. 52. Punitive damages should be imposed upon Defendants for their intentional, willful, outrageous, and wanton fraud upon Plaintiff Bentivegna. WHEREFORE, Plaintiff Bentivegna respectfully requests that this Honorable Court enter a judgment rescinding the APA and Employment Agreement and awarding damages against Defendants in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. Count II - - Plaintiff Bentivegna vs. Defendant BLM/CRA Breach of Contract 53. Paragraphs 1 through 43 above are incorporated herein by reference. 54. Defendant BLM/CRA has materially breached the Employment Agreement and, thereby, the APA by failing to allow, assist, and enable Plaintiff Bentivegna to exercise the rights and duties normally and customarily exercised by a President/CEO. 55. Defendant BLM/CRA further materially breached the Employment Agreement and, thereby, the APA through the resolutions it adopted on April 8, 2002. 56. Despite Defendant BLM/CRA's material breaches of contract, PlaintiffBentivegna has attempted to minimize the damages that he is suffering by continuing in the employment of BLM/CRA. 57. The aforesaid actions of the Employment Agreement and the APA by Defendant constitute breaches of contract even if they are not deemed to be material. 58. Defendant BLM/CRA has breached the APA by failing to promptly obtain ail required licensing, registration, and consents to assignments of contracts. 59. As a result of the aforesaid breaches of contract, Plaintiff Bentivegna has been and will continue to suffer damages because he will not receive the full benefits to which he is entitled under the APA and Employment Agreement, including both his portion of the profits that should be made by BLM/CRA and his employment compensation. 60. As a result of the aforesaid breaches of contract, Plaintiff Bentivegna has been and will continue to aiso suffer damages because he has been unable to discontinue the business of BLM Group and, rather, BLM Group has had to continue incurring expenses and liabilities which may impair, in whole or in part, PlaintiffBentivegna's interest in BLM Group, and those damages were entirely foreseeable by BLM/CRA. 10 61. As a result of the aforesaid breaches of contract, Plaintiff Bentivegna has been and will continue to also suffer damages to his professional reputation as an architect and businessman, and those damages were entirely foreseeable by BLM/CRA. WHEREFORE, Plaintiff Bentivegna respectfully requests that this Honorable Court award damages against Defendant BLM/CRA in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. Count III - - Plaintiff Bentivegna vs. all Defendants except BLM/CRA Intentional Interference with Contractual Relations 62. Paragraphs 1 through 43 above are incorporated herein by reference. 63. Defendants CRA, Crabtree, Rohrbaugh, and Davis have intentionally interfered with the contractual agreements (i.e., the APA and Employment Agreement) between PlaintiffBentivegna and BLM/CRA through the aforesaid actions of preventing him from exercising the rights and duties normally and customarily exercised by a President/CEO and by failing to promptly obtain all required licensing, registration, and consents to assignments of contracts. 64. Defendants CRA, Crabtree, Rohrbaugh, and Davis have intentionally interfered with the contractual relationship between Plaintiff Bentivegna and BLM Group through the aforesaid actions of directing and ordering him to take actions which were inimical to the interests of BLM Group and of misrepresenting the relationship between BLM Group and BLM/CRA. 65. Defendants actions in engaging in the aforesaid interferences with Plaintiff Bentivegna's contractual relations were intentional, willful, outrageous, and wanton. 11 66. As a result of the aforesaid interferences, Plaintiff Bentivegna has been and will continue to suffer damages because he will not receive the full benefits to which he is entitled under the APA and Employment Agreement, including both his portion of the profits that should be made by BLM/CRA and his employment compensation. 67. As a result of the aforesaid interferences, Plaintiff Bentivegna has been and will continue to also suffer damages because he has been unable to discontinue the business of BLM Group and, rather, because BLM Group has had to continue incurring expenses and liabilities which may impair, in whole or in part, Plaintiff Bentivegna's interest in BLM Group, and those damages were entirely foreseeable by BLM/CRA. 68. As a result of the interferences, Plaintiff Bentivegna has been and will continue to also suffer damages to his professional reputation as an architect and businessman. 69. As a result of the interferences, Plaintiff Bentivegna has and will continue to suffer damages consisting of emotional pain and suffering. 70. Punitive damages should be imposed upon Defendants for their intentional, willful, outrageous, and wanton interferences with Plaintiff Bentivegna's contractual relations. WHEREFORE, PlaintiffBentivegna respectfully requests that this Honorable Court award damages against Defendants CRA, Crabtree, Rohrbangh, and Davis in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. 12 Count IV - - Plaintiff Bentivegna vs. all Defendants Intentional Infliction of Emotional Distress 71. Paragraphs 1 through 70 above arc incorporated herein by reference. 72. Defendants' repeated and on-going breaches of contract, fraud, and interferences with contractual relations wcrc intended to cause and have, in fact, caused severe emotional distress to Plaintiff Bentivegna. 73. Defendants actions in intentionally causing emotional distress to PlaintiffBentivegna were intentional, wilful, outrageous, and wanton. 74. As a result of the aforesaid, Plaintiff Bentivegna has and will continue to suffer damages consisting of emotional pain and suffering. 75. As a result of the aforesaid fraud, PlaintiffBentivegna has been and will continue to also suffer damages to his professional reputation as an architect and businessman. 76. Punitive damages should be imposed upon Defendants for their intentional, willful, outrageous, and wanton fraud upon Plaintiff Bentivegna. WHEREFORE, Plaintiff Bentivegna respectfully requests that this Honorable Court award damages against Defendants in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. 13 Count V - - Plaintiff Bentivegna vs. ali Defendants Civil Conspiracy 77. Paragraphs 1 through 76 above are incorporated herein by reference. 78. Defendants' repeated and on-going breaches of contract, fraud, interferences with contractual relations, and intentional inflictions of emotional distress were unlawful acts which were engaged in as a result of an active or tacit agreement by Defendants and/or through concerted action. 79. Defendants' agreement and/or concerted action constituted a conspiracy to engage in those breaches, fraud, interferences, and intentional inflictions of distress which also constituted goals of that conspiracy. 80. Based upon information and belief, Plaintiff Bentivcgna alleges that Defendants' agreement and/or concerted action also had as its purpose an intention to force him to resign as President/CEO of BLM_/CRA and/or BLM Group. 8 I. Defendants' unlawful conspiracy is intentional, willful, outrageous, and wanton. 82. As a result of thc aforesaid conspiracy, Plaintiff Bentivcgna has been and will continue to suffer damages because he will not receive the full benefits to which hc is entitled under thc APA and Employment Agreement, including both his portion of the profits that should bc made by BLM/CRA and his employment compensation. 83. As a result of the aforesaid conspiracy, Plaintiff Bentivegna has been and will continue to also suffer damages because he has been unable to discontinue the business of BLM Group and, rather, BLM Group has had to continue incurring expenses and liabilities which may impair, in whole or in part, Plaintiff Bentivegna's interest in BLM Group, and those damages were entirely foreseeable by BLM/CRA. 14 84. As a result of the aforesaid conspiracy, Plaintiff Bentivegna has been and will continue to also suffer damages to his professional reputation as an architect and businessman. 85. As a result of the aforesaid conspiracy, Plaintiff Bentivegna has and will continue to suffer damages consisting of emotional pain and suffering. 86. Punitive damages should be imposed upon Defendants for their intentional, willful, outrageous, and wanton conspiracy against Plaintiff Bentivegna. WHEREFORE, Plaintiff Bentivegna respectfully requests that this Honorable Court award damages against Defendants in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. Count VI - - Plaintiff Stuski vs. all Defendants Intentional Interference with Contractual Relation.~ 87. Paragraphs 1 through 43 above are incorporated herein by reference. 88. Defendants have intentionally interfered with the contractual relationship between Plaintiff Stuski and BLM Group, as set forth above. 89. Defendants actions in engaging in the aforesaid interferences with Plaintiff Stuski's contractual relationship were intentional, willful, outrageous, and wanton. 90. As a result of the aforesaid interferences, Plaintiff Stuski has been and will continue to suffer damages because her performance of her duties to BLM Group has been rendered more difficult and more time consuming and because payments to her by BLM Group will not adequately and/or fully compensate her for that resulting difficulty and time consumption. 91. As a result of the interferences, Plaintiff Stuski has been and will continue to also suffer damages to her professional reputation as an attorney. 15 94. reference. 95. 92. As a result of the interferences, Plaintiff Stuski has and will continue to suffer damages consisting of emotional pain and suffering. 93. Punitive damages should be imposed upon Defendants for their intentional, willful, outrageous, and wanton interferences with Plaintiff Stuski's contractual relationship with BLM Group. WHEREFORE, Plaintiff Stuski respectfully requests that this Honorable Court award damages against Defendants in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. Count VII - - Plaintiff Stuski vs. all Defendants Intentional Infliction of Emotional Distress Paragraphs 1 through 43 and 88 through 93 above are incorporated herein by Defendants' repeated and on-going interferences with contractual relations were intended to cause and have, in fact, caused severe emotional distress to Plaintiff Stuski. 96. Defendants actions in intentionally causing emotional distress to Plaintiff Stuski were intentional, willful, outrageous, and wanton. 97. As a result of the aforesaid, Plaintiff Stuski has and will continue to suffer damages consisting of emotional pain and suffering. 98. As a result of the aforesaid, Plaintiff Stuski been and will continue to also suffer damages to her professional reputation as an attomey. 16 99. Punitive damages should be imposed upon Defendants for their intentional, willful, outrageous, and wanton infliction of emotional distress upon Plaintiff Stuski. WHEREFORE, Plaintiff Stuski respectfully requests that this Honorable Court award damages against Defendants in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. Count VIII - - Plaintiff Stuski vs. all Defendants Civil Conspiracy Paragraphs 1 through 43 and 88 through 99 above are incorporated herein by 100. reference. 101. Defendants' repeated and on-going interferences with contractual relations of and intentional inflictions of emotional distress upon Plaintiff Stuski were unlawful acts which were engaged in as a result of an active or tacit agreement by Defendants and/or through concerted action. 102. Defendants' agreement and/or concerted action constituted a conspiracy to engage in those interferences and intentional inflictions of distress which also constituted goals of that conspiracy. 103. Based upon information and belief, Plaintiff Stuski alleges that Defendants' agreement and/or concerted action also had as its purpose an intention to force her to resign as counsel for BLM Group and also to force Plaintiff Bentivegna to resign as President/CEO of BLM/CRA and/or BLM Group. 104. Defendants' unlawful conspiracy is intentional, willful, outrageous, and wanton. 105. As a result of the Defendants' unlawful conspiracy, PlaintiffStuski has been and will continue to also suffer damages to her professional reputation as an attorney. 17 106. As a result of the Defendants' unlawful conspiracy, Plaintiff Stuski has and will continue to suffer damages consisting of emotional pain and suffering. 107. Punitive damages should be imposed upon Defendants for their intentional, willful, outrageous, and wanton conspiracy against Plaintiff Stuski. WHEREFORE, Plaintiff Stuski respectfully requests that this Honorable Court award damages against Defendants in an amount in excess of $25,000.00, plus interest and costs and such other relief as the Court may deem necessary and/or appropriate. SHUMAKER WILLIAMS, P.C. Dated: ~/7/~:~ By ~--~o~_~,//~ //~u~enc;W. Dag~e, I.D~ ~t~9715 ~/ Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Plaintiffs :142773 18 Exhibit A ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of October 29, 2001 by and among BLM/CRA, Inc., a Pennsylvania corporation (the "Purchaser"); BLM Group, Inc., a corporation ("Group"), BLM Interiors, Inc., a corporation ("Interiors"), Bentivegna, Lindsay, Maron, Merlino-Architects, a partnership ("BLMM-A"), BLM Architects, Inc., a corporation ("Architects, Inc."), BLM Architects, P.C., a corporation ("Architects P.C."), BLM International, Ltd., a corporation ("International") BLM Project Management, Inc. ("Project Management") (Group, Interiors, BLMM-A, Architects, Inc., Architects P.C., International and Project Management are hereinafter referred to individually and collectively as "Seller"); and Peter I. Bentivegna, Anthony J. Merlino, Patricia D. Malick, Douglas C. Lindsay and Udo H. Maron, collectively the shareholders of the Seller (collectively, the "Owners" and individually, an "Owner"). Certain other capitalized terms used herein are defmed in Article X and throughout this Agreement. RECITALS The Seller and Owner wish to sell, and Purchaser wishes to buy, the Purchased'Assets (as hereinafter defined) constituting the Seller's business of health care architecture and design. (the "Business"), on the terms and subject to the conditions set forth in this Agreement. BLM Developers, Inc., an entity owned by BLM Group, Inc., is a party to this Agreement only for the purposes described in Sections 6.8 and 6.14 and its assets are not being sold hereby. TERMS OF AGREEMENT In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE OF ASSETS 1.1 Purchased Assets. The Seller agrees to and will at Closing (as defined in Section 3.1), sell, convey, transfer, assign and deliver to Purchaser at the Closing, on the terms and subject to the conditions set forth in this Agreement, all of its assets, properties and business of every kind and description, whether real, personal or mixed, tangible or intangible, wherever located (except those assets of the Seller which are specifically excluded as provided in Section 1.2 hereof) as shall exist on the Closing Date (as defined in Section 3.1), whether or not appearing on the Current Balance Sheet (as defined in Section 5.9) (collectively, the "Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets shall include, but not be limited to, the following: (a) Tangible Personal Property. All equipment, supplies, leasehold improvements, raw materials, work in process, inventories, machinery, furniture and fixtures, computers, telephones, ~tutomobiles, vehicles and other fixed assets owned particularly described on Schedule 1.1 (a) attached hereto; by the S~ller, as more (b) Customer Accounts. All of the Seller's contract and noncontract customer accounts, customer account contracts ("Customer Contracts"), and other rights to provide services to the customers of the Seller, as more particularly described on Schedule 1.1 (b) attached hereto; (c) Prepayments. Prepaid and deferred items of the Seller, including prepaid rentals, and unbilled charges and deposits but excluding prepaid taxes and utilities and excluding any lease security deposits prepaid by Seller; (d) Leasehold Interests. All of the interest of and the rights and benefits accruing to the Seller as lessee under the leases covering the Leased Premises (as defined in Section 5.13) and any leases of machinery, vehicles, containers, equipment, tools, furniture and fixtures and · other fixed assets utilized in the Business; (e) Licenses and Pernfits. To the extent assignable, all permits, licenses, certificates of authority, franchises, accreditations, registrations and other authorizations issued 'or used in connection with the Business; (f) Books~ Records and Other Assets. All operating data and records of the Seller, including without limitation, client lists and records, in.qurance policies, f'manciai, accounting and credit records, correspondence, budgets and other similar documents and records, and all of the Seller's telephone and telecopier numbers, and post office boxes as such relate to the Business except that Seller shall retain ownership of financial and accounting records relating to closed financial years and completed work on open projects but possession of records relating to completed work on open projects shall be held by Purchaser; (g) ~. All of the Seller's intellectual property ("Intellectual Property"), including Seller's narhe, registered designs and applications therefor, copyrights and copyright applications, trademarks, service marks, trade dress; slogans and the like, and any applications therefor, inventions, confidential processes, methods, patterns, devices, trade secrets and other know how, computer software (including data, data bases and documentation), and any licenses, agreements or permissions in connection with any of the foregoing; notwith.q~ding the foregoing Purchaser acknowledges that BLM Developers, Inc. may have a co-ownership interest in such Intellectual Property and BLM Developers, Inc.'s interest therein is not being transferred hereby; (h) Insurance. All insurance, warranty and condemnation proceeds with respect to the Business or the Purchased Assets; (i) ~. All other known and unknown, liquidated or unliquidated, contingent or fixed rights, choses in action or causes of action of every nature and kind which the Seller has or may have against any third party and all rights which the Seller may have to any other assets other than Excluded Assets (as hereinafter defined); and HBG\83492.8 (j) Goo~lwill. Any and all goodwill related to the foregoing. 1.2 Excluded Assets. Notwithstanding anything to the contrary set forth in Section 1.1, the Purchased Assets shall exclude the following assets of the Seller: (i) the Purchas~ Price (as defined in Section 2.1 ) and other fights of the Seller under this Agreement; (ii) the shares of capital stock of the Seller which are owned and held by the Seller as treasury shares; (iii) the corporate minute books and stock records of the Seller; (iv) ail cash and cash equivalents and investments of the Seller; (v) all receivables of the Seller, including without limitation, all trade accounts receivable, notes receivable and amounts due from employees; (vi) any taxes or utilities prepaid by Seller or leasehold security deposits; (vii) Seller's patents; and (viii) those certain assets of the Seller described on Schedule 1.2 attached hereto. 1.3 Assignment of Contract~ Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an assignment of any claim, contract, license, franchise, lease, commitment, saics order, saies contract, supply contract, service agreement, purchase order or purchase commitment if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way adversely affect the fights of Purchaser thereunder. If such consent is not obtained, or if any attempt at an assignment thereof would be ineffective or would affect the rights of the Seller thereunder so that Purchaser would not in fact receive ail such rights, the Seller shall cooperate with Purchaser to the extent necessary to provide for Purchaser the benefits under such claim, contract, license, franchise, lease, commitment, sales order, sales contract, supply contract, service agreement, purchase order or purchase commitment, including enforcement for the benefit of Purchaser of any and ail rights of the Seller against a third party thereto arising out of the breach or cancellation by such third party or othervdse. ARTICLE II PURCHASE PRICE: ASSUMF.1) L/ABII,ITIE~ 2.1 Purchase Price. As consideration for the Purchased Assets and the Covenant not- to-compete in Section 6.8 herein, Purchaser agrees, on the terms and subject to the conditions and limitations set forth herein, to pay to the Seller $1,000 aiong with the book vaiue of any Purchased Assets that are acquired by the Seller in the ordinary course of business and in compliance with Article VI hereof between August 2 I, 2001 and the Closing Date, which shail be payable in cash at closing (the "Purchase Price"). In addition to the Purchase Price, the Owners shall receive the following: (i) Peter I. Benfivegna shail receive a payment equal to 30% of the Purchaser's EBIT (defined below) for each of the following periods: (a) the two month period comprised of November 1, 2001 to December 31, 2001; Co) caiendar years 2002 and 2003; and (e) the ten month period from January 1, 2001 to October 31, 2004, to be paid within 90 days after the end of such periods; (ii) each of Anthony J. Merlino, Patricia D. Malick, Douglas C. Lindsay and Udo H. Maron (the "Continuing Shareholders") may purchase shares in the Purchaser as set forth in the Buy-Sell Agreement attached as Exhibit 2.1 (ii) at a price of $0.10 per share; and (iii) Peter I. Benfivegna shail execute a three year employment agreement at $175,000 per year in the form of Exhibit 2.1 (iii) - PIB and each of the Continuing Shareholders HBG\83492.8 -- shall execute a five year employment agreement at $112,000 per year each, in the form of Exhibit 2.1 (iii) - Others. 2.2 Assumed Liabilities. As of Closing, Purchaser shall assume and agree to pay, discharge and perform when lawfully due, all of the obligations, duties and liabilities of the Seller (the "Assumed Liabilities") with respect to the following: (a) all of the obligations and liabilities arising under or relating to the Customer Contracts occurring on and after the Closing Date; (b) ail of the obligations and liabilities arising under those certain leases with respect to the Leased Premises and any leases of machinery, vehicles, equipment and other fixed assets acquired hereunder accruing on and after the Closing Date; and (c) charitable contributions, marketing and promotional obligations as specifically set forth on Schedule 2.2. 2.3 Excluded Liabilities. Except for the Assumed Liabilities, the parties expressly agree that Purchaser shall not assume or otherwise become liable for any other obligations or liabilities of the Seller (the "Excluded Liabilities"), including, without limitation, the following: (a) any liability or obligation of the Seller or any other person or entity, absolute or contingent, known or unknown, not expressly agreed to be assumed pursuant to the provisions of Section 2.2; (b) any liability or obligation of the Seller against which Purchaser is indemnified pursuant to Article IX hereof; (c) any liability or obligation relating to income, franchise, sales, use, payroll, property, unemployment or withholding taxes of the Seller, including any interest or penalties related thereto, and any taxes that may be payable as a result of the transaction contemplated hereby; (d) any liability or obligation relating to any default under any of the Assumed Liabilities to the extent such default existed prior to Closing; (e) any liability or obligation, whether in tort, contract or for violation of any law, statute, rule or regulation by the Seller, Owner or any officer, director, employee or agent of the Seller, that arises out of or results from any act, omission, occurrence or state of facts prior to the Closing; (f) any liability or obligation of the Seller with respect to or arising out of any employee benefit plan or any other plans or arrangements for the benefit of any employees of the Seller or any affiliated companies provided that Purchaser shall continue to honor said vacation, sick days or leave as set forth on Schedule 2.3(0 as follows: all accrued sick days and any vacation days accrued HBG\83492.8 between the Closing Date and December 31, 2001 will be honored by Purchaser at the expense of Purchaser and any vacation days used or accrued in excess of days earned between the Closing Date and December 31, 2001 shall be at the expense of Seller, which shall be reimbursed by Seller upon demand of Purchaser; and (g) any liability arising under any litigation currently pending against the Seller or Owner. 2.4 No Expansion of Third Party Rights. The assumption by Purchaser of the Assumed Liabilities, and the transfer thereof by the Seller, shall in no way expand the rights or remedies of any third party against Purchaser or the Seller as compared to the rights and remedies which such third party would have had against the Seller had Purchaser not assumed such liabilities. Without limiting the generality of the preceding sentence, the assumption by Purchaser of the Assumed Liabilities shall not create any third party beneficiary rights. 2.5 Allocation. The parties agree that the Purchase Price shall be allocated $500 for goodwill and $500 for the balance of the Purchased Assets. The parties agree, that such allocation will be binding on both parties for federal income tax purposes in connection with this purchase and sale of the Purchased Assets, and will be consistently reflected by each parpy, on their respective federal income tax rems. The parties agree to prepare and timely file all applicable Internal Revenue Service forms, including Fo, m 8594 (Asset Acquisition Statement), and other governmental forms, to cooperate with each other in the preparation of such forms and to furnish each other with a copy of such forms prepared in draft, within a reasonable period prior to the filing due date thereof. 2.6 Scheduled Contracts. Purchaser shall assume and continue to perform under the contracts, projects and scope ("Scheduled Contracts") identified on Schedule 2.6. Purchaser shall pay to Seller all revenues received by Purchaser and attributable to these Scheduled Contracts for the period from Closing to December 30, 2001, less the value of Purchaser's professional services perfmmed, calculated at the contract hourly rates.. ARTICLE IH CLOSING 3.1 Time and Place. Subject to and after fulfillment or waiver of the conditions set forth in Article VII and Article VIH of this Agreement, the Closing of the purchase and sale of the Purchased Assets (the "Closing") shall take place at the offices of Seller on a date selected by Purchaser within five days following the fulfillment or waiver of such conditions, or such other time and place as the parties may otherwise agree (the "Closing Date"). 3.2 Procedure at the Closing. At the Closing, the parties agree that the following shall occur: HBG\83492.8 -- (a) The Seller and Owner shall have satisfied each of the conditions set forth in Article VII and shall deliver to Purchaser the documents, certificates, opinions, consents and letters required by Article VII. (b) Purchaser shall have satisfied each of the conditions set forth in Article VIII and shall deliver to the Seller and Owner the documents and certificates required by Article VIII. (c) The Seller and Owner shall deliver to Purchaser, or a direct or indirect wholly owned subsidiary of Purchaser, a Bill of Sale and Assignment in the form attached hereto as Exhibit 3.2, and such other deeds, bills of sale, endorsements, assignmems, releases and other instruments, in such fom~ as is satisfactory to Purchaser and as shall be sufficient to vest in Purchaser (or its assignee) good and marketable title to the Purchased Assets and shall deliver to Purchaser (or its assignee) immediate possession of the Purchased Assets. (d) Purchaser shall pay to the Seller the Purchase Price payable pursuant to Section 2.1. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER As a material inducement to the Seller and Owners to enter into this Agreement and to consummate the transactions contemplated 'hereby, Purchaser makes the following representations and warranties: 4.1 Corporate Status. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. 4.2 .Corporate Power and Authority. Purchaser has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Purchaser has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby. 4.3 Enforceability. This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enfomeability is considered in a proceeding at law or in equity. HBG\83492.8 -- 4.4 No Commissions. Purchaser has not incurred any obligation for any finders or broker's or agent's fees or commissions or similar compensation in connection with the transactions contemplated hereby. 4.5 No Violation. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of its obligations hereunder and the consummation by Purchaser of the transactions contemplated by this Agreement will not (i) contravene any provision of the certificate of incorporation or bylaws of Purchaser, (ii) violate or conflict with any law, statute, ordinance, rule, regulations, decrees, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against Purchaser, (iii) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any material Contract which is applicable to, binding upon or enforceable against Purchaser, or (iv) require the consent, . approval, authorization or permit of, or filing with or notification to, any Governmental Authority, any court or tribunal or any other Person. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER AND OWNER As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller and Owners jointly and severally make the following representations and warranties to Purchaser: 5.1 Corporate Status. The Seller is a corporation (or in the case of BLMM-A, a partnership) duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has the requisite power and authority to own or lease its properties and to carry on its business as now being conducted. 5.2 Power and Authority. Each of the Sellers and Owners hos the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of the Seller and Owners has taken all action necessary to authorize the execution and delivery of this Agreement, the perfomtance of its obligations hereunder and the consummation of the transactions contemplated hereby. 5.3 Enforceabili .ty. This Agreement has been duly executed and delivered by each of the Seller and Owners, and constitutes the legal, valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. The Seller is not insolvent and the sale of the Purchased Assets contemplated hereunder will not render the Seller insolvent. 5.4 Capitalization. Owners are the sole record and beneficial owners of all outstanding shares of capital stock of the Seller. HBG\83492.8 -- 5.5 No Violation. The execution and delivery of this Agreement by the Seller and Owners, the performance by the Seller and Owners of their respective obligations hereunder and the consummation by the Seller and Owners of the transactions contemplated by this Agreement will not (i) contravene any provision of the articles of incorporation or bylaws of the Seller, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against the Seller, Owners or the Purchased Assets, (iii) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a fight to terminate, amend, modify, abandon or accelerate, any Contract which is applicable to, binding upon or enforceable against the Seller, Owners or the Purchased Assets, (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Purchased Assets, (v) give to any individual or entity a fight or claim against the Seller, Owners ~r the Purchased Assets, or (vi) require the consent, approval, authorization or pemiit of, or filing with · or notification to, any Governmental Authority, any court or tribunal or any other Person. 5.6 Subsidiaries. The Seller does not own, directly or indirectly, any outstanding voting securities of or other interests in or controls, any other corporation, parme~:ship, joint venture or other business entity except: (i) other entities identified as a Seller herein; (ii) BLM Developers, Inc., comprised of Pennsylvania and Delaware corporations; and (iii) dormant corporate entities listed on Schedule 5.6 which will be dissolved as soon as practical. 5.7 Commissions. Seller is responsible for payment of all fees due to the Geneva Companies in connection with this transaction. Other than the fees payable to the Geneva Companies by Seller, the Seller and Owners have not incurred any obligation for any finder's or broker's or agent's fees or commissions or similar compensation in connection with the transactions contemplated hereby. 5.8 Financial Statements. The Seller has delivered to Purchaser the financial statements of the Seller dated as 'of December 31, 2000, including the notes thereto, audited by Bardell, Weintraub P.C., and interim financial statements for the four month period ended April 22, 2001 (collectively, the "Financial Statements"), copies of which are attached to Schedule 5.8 hereto. The balance sheet dated as of April, 22, 2001 of the Seller included in the Financial Statements is referred to herein as the "Current Balance Sheet." The Financial Statements fairly present the financial position of the Seller at each of the balance sheet dates and the results of operations for the periods covered thereby, and have been prepared in accordance with GAAP consistently applied throughout the periods indicated. The books and records of the Seller fully and fairly reflect all transactions, properties, assets and liabilities of the Seller. There are no extraordinary or material nonrecurring items of income or expense during the periods covered by the Financial Statements and the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets, except as specifically disclosed in the notes thereto. The Financial Statements reflect all adjustments necessary for a fair presentation of the financial information contained therein. 5.9 Changes Since the Current Balance Sheet Dat,.. Except as disclosed on Schedule 5.9, the date of the Current Balance Sheet' the Seller has not (i) issued any capital stock HBG~83492.8 _ or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice; (v) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) or entered into any transaction or series of transactions out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely -claim was filed; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights having a value in excess of $15,000 in the aggregate which may affect contracts after the Closing Date; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than ' in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate; (xiv) entered into any employment agreement; (xv) tem~inated, amended or modified any agreement involving an amount in excess of $5,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvi) delayed paying any accounts payable which is due and payable except to the extent being contested in good faith; (xviii) inade or pledged any charitable contribution; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Business; or (xx) agreed to do or authorized any of the foregoing. 5.10 Liabilities of the Seller. The Seller does not have any liabilities or obligations, whether accrued, absolute, contingent or otherwise, except (a) to the extent reflected or taken into account in the Current Balance Sheet and not heretofore paid or discharged, (b) to the extent speciftcally set forth in or incorporated by express reference in any of the Schedules attached hereto, (c) liabilities incurred in.the ordinary course of business consistent with past practice since the date of the Current Balance Sheet (none of which relates to breach of contract, breach of warranty, tort, infringement or violation of law, or which arose out of any action, suit, claim, governmental investigation or arbitration proceeding), (d) non~xal accruals, reclassifications, and audit adjustments which would be reflected on an audited financial statement and which could not be material in the aggregate, and (e) liabilities incurred in the ordinary course of business prior to the date of the Current Balance Sheet which were not recorded thereon. 5.11 Litigation. Except as set forth on Schedule 5.11, there is no claim, action, suit, or other legal or administrative proceeding or governmental investigation pending, threatened, anticipated or contemplated against, by or affecting any of the Seller, Owner or the Purchased Assets, or which question the validity or enforceability of this Agreement or the transactions contemplated hereby, and there is no basis for any of the foregoing. There are no outstanding orders, decrees, stipulations or agreements issued to any Governmental Authority in any preceding or agreed to by the Seller or Owner to which the Seller or Owner are or were a party which have not been complied with in full or which continue to impose any material obligations on the Seller or Owner or which may have a Material Adverse Effect on the Seller, Owner or the Purchased Assets. HBG\83492.8 -- 5.12 Environmental Matters. (a) The Seller is and has at all times been in full compliance with all Environmental Laws (as defined in clause (h) below) governing the Business and the Purchased Assets, including, without limitation: (i) all requirements relating to the Discharge (as defined in clause (h) below) and Handling (as defined in clause (h) below) of Hazardous Substances (as defined in clause (h) below) or other Waste (as defined in clause (h) below); (ii) all requirements relating to notice, record keeping and reporting; (iii) all requirements relating to obtaining and maintaining Licenses (as defined in clause (h) below) for the ownership of its properties and assets and the operation of its business as presently conducted, including Licenses relating to the Handling and Discharge of Hazardous Substances and other Waste; and (iv) all applicable writs, orders, judgments, injunctions, governmental communications, decrees, informational requests or demands issued pursuant to, or arising under, any Environmental Laws. (b) There are no (and there is no basis for any) noncompliance orders, warning letters, notices of violation (collectively, "Notices"), claims, suits, actions, judgments, penalties, fines, or administrative or judicial investigations or proceedings (collectively, "Proceedings") pending or threatened against or involving the Seller, or its business, operations, properties, or assets, issued by any Governmental Authority or third party with respect to any Environmental Laws or Licenses issued to the Seller thereunder in connection with, related to or arising out of the ownership by the Seller of the Purchased Assets or the operation of the Business, which have not been resolved to the satisfaction of the issuing Governmental Authority or third party in a manner that would not impose any obligation, burden or continuing liability on Purchaser in the event that the transactions contemplated by this Agreement are consummated, or which could have a Material Adverse.Effect on the Seller, including, without limitation: (i) Notices or Proceedings related to the Seller being a potentially responsible party for a federal or state environmental cleanup site or for corrective action under any applicable Environmental Laws; (ii) Notices or Proceedings in connection with any federal or state environmental cleanup site, or in connection with any real property or premises where the Seller has transported, transferred or disposed of other Waste; (iii) Notices or Proceedings relating to the Seller being responsible to undertake any response or remedial actions or cleanup actions of any kind; or (iv) Notices or Proceedings related to the Seller being liable under any Environmental Laws for personal injury, property damage, natural resource damage, or clean up obligations. (c) The Seller has not Handled or Discharged, nor has it allowed or arranged for any third party to Handle or Discharge, Hazardous Substances or other Waste to, at or upon: (i) any location other than a site lawfully permitted to receive such Hazardous Substances or other Waste; (ii) any real property currently or previously owned or leased by the Seller; or (iii) any site which, pursuant to any Environmental Laws, (x) has been placed on the National HBG~83492.8 -- Priorities List or its state equivalent; or (y) the Environmental Protection Agency or the relevant state agency or other Governmental Authority has notified the Seller that such Governmental Authority has proposed or is proposing to place on the National Priorities List or its state equivalent. There has not occurred, nor is there presently occurring, a Discharge, or threatened Discharge, of any Hazardous Substance on, into or beneath the surface of, or adjacent to, any real property currently or previously owned or leased by the Seller in an amount requiring a notice or report to be made to a Governmental Authority or in violation of any applicable Environmental Laws. (d) Schedule 5.12 identifies the operations and activities, and locations thoreof, which have been conducted or are being conducted by the Seller on any real property currently or previously owned or leased by the Seller which have involved the Handling or Discharge of Hazardous Substances. (e) [Intentionally Deleted]. (f) The Seller does not use, nor has it used, any Aboveground Storage Tanks (as defined in clause (h) below) or Underground Storage Tanks (as defined in clause (h) below), and there are not now nor have there ever been any Underground Storage Tanks beneath any real property currently or previously owned or leased by the Seller that are required to be registered under applicable Environmental Laws. (g) Schedule 5.12 identifies (i) all environmental audits, assessments or occupational health studies undertaken by the Seller or its agents or, to the knowledge of the Seller, undertaken by any Governmental Authority, or any third party, relating to or affecting the Seller or any real property currently or previously owned or leased by the Seller; (ii) the results of any ground, water, soil, air or asbestos moni.toring undertaken by the Seller or its agents or, to the knowledge of the Seller, undertaken by any Governmental Authority or any third party, relating to or affecting the Seller or any real property currently or previously owned or leased by the Seller which indicate the presence of Hazardous Substances at levels requiring a notice or report to be made to a Governmental Authority or in violation of any applicable Environmental Laws; (iii) all material written communications between the Seller and any Governmental Authority arising under or related to Environmental Laws; and (iv) all outstanding citations issued under OSHA, or similar state or local statutes, laws, ordinances, codes, rules, regulations, orders, rulings, or decrees, relating to or affecting either the Seller or any real property currently or previously owned or leased by the Seller. (h) For purposes of this Section 5.12, the following terms shall have the meanings ascribed to them below: "Aboveground Storage Tank" shall have the meaning ascribed to such term in Section 6901 et seq., as amended, of HBG\83492.8 -- RCR~A, or any applicable state or local statute, law, ordinance, code, role, regulation, order ruling, or decree governing Aboveground Storage Tanks. "Discharge" means any manner of spilling, leaking, dumping, discharging, releasing or emitting, as any of such terms may further be defined in any Environmental Law, into any medium including, without limitation, ground water, surface water, soil or air. "Environmental Laws" means all federal, state, regional or local statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings, and changes or ordinances or judicial or administrative interpretations thereof, or similar laws of foreign jurisdictions where the Seller conducts business, whether currently in existence or hereafter enacted or promulgated, any of which govern (or purport to govern) or relate to pollution, protection of the environment, public health and safety, air emissions, water discharges, hazardous or toxic substances, solid or hazardous waste or occupational health and safety, as any of these terms are or may be defined in such statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings and changes or ordinances, or judicial or administrative interpretations thereof, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, 42 U.S.C. {}9601, et seq. (collectively "CERCLA"); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and subsequent Hazardous and Solid Waste Amendments of .1984, 42 U.S.C. {}6901 et seq. (collectively "RCRA."); the Ha?ardous Materials Transportation Act, as amended, 49 U.S.C. §1801, et seq.: the Clean Water Act, as amended, 33 U.S.C. §1311, B ~eq.: the Clean Air Act, as amended (42 U.S.C. §74017642); the Toxic Substances Control Act, as amended, 15 U.S.C. §2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Ac~-as amended, 7 U.S.C. § 136136y ("FIFRA"); the Emergency Planning and Community Right to Know Act of 1986 as amended, 42 U.S.C. §11001, et seq. (Title III of SARA) ("EPCRA"); and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. {}651, et seq. ("OSHA"). "Handle" means any manner of generating, accumulating, storing, treating, disposing of, transporting, transferring, labeling, handling, manufacturing or using, as any of such terms may further be defined in any Environmental Law, of any Hazardous Substances or Waste. HBG\83492.8 -- "Hazardous Substances" shall be construed broadly to include any toxic or hazardous substance, material, or waste, and any other contaminant, pollutant or constituent thereof, whether liquid, solid, semisolid, sludge and/or gaseous, including without limitation, chemicals, compounds, byproducts, pesticides, asbestos containing materials, petroleum or petroleum products, and polychlorinated biphenyls, the presence of which requires investigation or remediation under any Environmental Laws or which are or become regulated, listed or controlled by, under or pursuant to any Environmental Laws, including, without limitation, RCRA, CERCLA, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, FIFRA, EPCRA and OSHA, or any similar state statute, or any future amendments to, or regulations implementing such statutes, laws, ordinances, codes, rules, regulations, orders, rulings, or decrees, or which has been or shall be determined or interpreted at any time by any Governmental Authority to be a hazardous or toxic substance regulated under any other statute, law, regulation, order, code, rule, order, or decree. "Licenses" means all licenses, certificates, permits, approvals and registrations. "Underground Storage Tank" shall have the meaning ascribed to such term in Section 6901 et seq., as amended, of RCRA, or any applicable state or local statute, law, ordinance, code, rule, regulation, order ruling, or decree governing Underground Storage Tanks. "Waste" shall be construed broadly to include agricultural wastes, biomedical wastes, biological wastes, bulky wastes, construction and demolition debris, garbage, household wastes, industrial solid wastes, liquid wastes, recyclable materials, sludge, solid wastes, special wastes, used oils, white goods, and yard trash as those terms are defined under any applicable Environmental Laws. 5.13 Real Property Lea.sen, Schedule 5.13 sets forth a list of all leases, licenses or similar agreements ("Leases") with respect to the Business to which the Seller is a party (copies of which have previously been furnished to Purchaser), in each case, setting forth (a) the lessor and lessee thereof and the date and term of each of the Leases, (b) the legal description, including street address, of each property covered thereby, and (c) a brief description (including size and function) of the principal improvements and buildings thereon (the "Leased Premises"), all of which are within the property setback and building lines of the respective property. The Leases are in full force and effect and have not been amended, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. HBG\83492.8 -- There is no 'breach or anticipated breach by any other party to such Leases. With respect to each such Leased Premises: (i) the Seller has valid leasehold interests in the Leased Premises, free and clear of any Liens, covenants and easements or title defects of any nature whatsoever; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Seller are each in good repair and condition, normal wear and tear excepted, and are in the aggregate suffinient to satisfy the Seller's current and reasonably anticipated normal business activities as conducted thereat; (iii) each of the Leased Premises (a) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Seller's business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current nounal business activities as conducted at such parcel; and (iv) the Seller has not received notice of (a)any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Leased Premises, and no such special assessment is contemplated by any · Governmental Authority. 5.14 Good Title Adequacy and Condition. The Seller has, and at Closingwill have, good and marketable title to the Purchased Assets with full power to sell, transfer and assign the same free and clear of any Lien, and by delivery of the Bill of Sale and Assignment as contemplated by Section 3.2, the Seller will deliver to Purchaser title to such Purchased Assets free and clear of any Lien. Each of thc Seller and Owner covenants and agrees that it will warrant and defend the title to the property hereby sold to Purchaser, its successors and assigns, against the lawful claims, demands and charges of all Persons whomsoever. The Purchased Assets constitute, in the aggregate, all of the assets and properties necessary for the conduct of the Business in the manner in which and to the extent to which such Business are currently being conducted. The Purchased Assets shall be transferred "as-is, where is" and without warranty. 5.15 _Comoliance with Laws. The Seller is and has been in compliance with all laws, regulations and orders applicable to it, its business and operations (as conducted by it now and in the past), the. Purchased Assets, ~e Leased Premises and any other properties and assets (in each case owned or used by it now or in the past). The Seller has not been cited, fined or otherwise notified of any asserted past or present failure to comply with any laws, regulations or orders and no proceeding with respect to any such violation is pending or threatened. Neither the Seller nor any of its employees or agents, has made any payment of funds in connection with the Business which is prohibited by law, and no funds have been set aside to be used in connection with the Business for any payment prohibited by law. Neither the Seller nor Owner is subject to any Contract, decree or injunction in which the Seller is a party which restricts the continued operation of the Business or the expansion thereof to other geographical areas, customers or suppliers, or to other lines of business. 5.16 Labor and Employment Matters. Schedule 5.16 sets forth the name, address, social security number and current rate of compensation of each of the employees of the Seller. The Seller is not a party to or bound by any collective bargaining agreement or any other agreement with a labor union, and there has been no effort by any labor union during the 24 months prior to the date hereof to organize any employees of the Seller into one or more collective bargaining units. There is no pending or threatened labor dispute, strike or work HBG\83492.8 _ stoppage which affects or which may affect the Business. Neither the Seller nor any agent, representative or employee thereof has since the date of incorporation of the Seller committed any unfair labor practice as defined in the National Labor Relations Act, as amended, and there is no pending or, to the knowledge of the Seller or Owner, threatened charge or complaint against the Seller by or with the National Labor Relations Board or any representative thereof. The Seller is not aware that any key employee or group of employees has any plans to terminate his or their employment with the Seller. The Seller is not a party or subject to any employment agreements, non-competition agreements, or consulting agreements. The Seller has complied with all applicable laws, rules and regulations relating to employment, civil rights and equal employment opportunities, including but not limited to, the Civil Rights Act of 1964, the Fair Labor Standards Act, and Americans with Disabilities Act, each as amended. 5.17 Employee Benefit Plaos. (a) each employee benefit plan or arrangement of the Seller, including but not limited to employee welfare benefit plans, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and other insurance plans, severance or termination pay plans and policies, whether or not described in Section 3(3) of ERISA, in which employees, their spouses or dependents, of the Seller participate ("Employee Benefit Plans") (true and accurate copies of which, together with the most recent annual reports on Form 5500 and summary plan descriptions with respect thereto, if applicable, were furnished to Purchaser). With respect to each Employee Benefit Plan (i) each has been administered in all material respects in compliance with its terms and with all applicable laws, including, but not limited to, ER/SA and the Code; (ii) no actions, suits, claims or disputes are pending, or threatened; (iii) no audits, inquiries, reviews, proceedings, claims or demands are pending with any governmental or regulato~ agency; (iv) there are no facts which could give rise to any material liability in the event of any such investigation, claim, action, suit, audit, review, or other proceeding; (v) all material reports, returns, and similar documents required to be filed' with any governmental agency or distributed to any plan participant have been duly or timely filed or distributed; and (vi) no "prohibited transaction" has occurred within the meaning of the applicable provisions of ERISA or the Code. Employee Benefit Plane. Schedule 5.17 contains a list setting forth (b) Welfare Plans. (i) Except as maybe required by applicable law, the Seller is not obligated under any employee welfare benefit plan as described in Section 3(1) of ERISA ("Welfare Plan") to provide medical or death benefits with respect to any employee or fo~-a~er employee of the Seller or its predecessors after termination of employment; (ii) the Seller has complied with the notice and continuation coverage requirements of Section 4980B of the Code and the regulations thereunder with respect to each Welfare Plan that is, or was during any taxable year for which the statute of limitations on the assessment of federal income taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1) of the Code; and (iii) there are no reserves, assets, surplus or prepaid premiums under any Welfare Plan which is an HBG\83492.8 -- Employee Benefit Plan. Except as set forth on Schedule 5.17, the consummation of the transactions contemplated by this Agreement will not entitle any individual to severance pay, and, will not accelerate the time of payment or vesting, or increase the mount of compensation, due to any individual. (c) Other Liabilities. (i) None of the Employee Benefit Plans obligates the Seller to pay separation, severance, termination or similar benefits solely as a result of any transaction contemplated by this Agreement; (ii) all required or discretionary (in accordance with historical practices) payments, premiums, contributions, reimbursements, or accmais for all periods ending prior to or as of the Closing Date shall have been made or properly accrued on the Current Balance Sheet or will be properly accrued on the books and records of the-Seller as of the Closing Date; and (iii) none of the Employee Benefit Plans has any unfunded liabilities which are not reflected on the Current Balance Sheet or the books and records of the Seller. 5.18 Tax Matters. All Tax Returns required to be filed prior to the date hereof with respect to the Seller or its income, properties, franchises or operations have been timely filed, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. Ail Taxes due and payable .by or with respect to the Seller have been paid or are accrued on the Current Balance Sheet or will be accrued on the Seller's books and records as of the Closing. Except as set forth in Schedule 5.18 hereto: (i) with respect to each taxable period of the Seller, either such taxable period has been audited by the relevant taxing authority or the time for assessing or collecting Taxes with respect to each such taxable period has closed and such taxable period is not subject to review by any relevant taxing authority; (ii) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Taxes has been asserted or assessed by any taxing authority against the Seller; (iii) the Seller has not consented to extend the time in which any Taxes may be assessed or collected by any taxing authority; (iv) the Seller has not requested or been granted an extension of the time for filing any Tax Return to a date later than the Closing; (v) there is no action, suit, taxing authority proceeding, or audit or claim for refund now in progress, pending or threatened against or with respect to the Seller regarding Taxes; (vi) the Seller has not made an election or filed a consent under Section 341(0 of the Code (or any corresponding provision of state, local or foreign law) on or prior to the Closing; (vii) there are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the. Seller; (viii) the Seller will not be required (A) as a result of a change in method of accounting for a taxable period ending on or prior to the Closing, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign law) in taxable income for any taxable period (or portion thereof) begirmi~g after the Closing or (B) as a result of any "closing agreement," as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign law), to include any item of income or exclude any item of deduction from any taxable period (or portion thereof) beginning after the Closing; (ix) the Seller has not been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income Tax Return; (x) the Seller is not a party to or bound by any tax allocation or tax sharing agreement and has no current or potential contractual obligation to indemnify any other Person with respect to Taxes; (xi) no taxing authority will claim or assess any additional Taxes against the Seller for any period for which HBG\83492.8 -- Tax Returns have been filed; (xii) the Seller has not made any payments, and none of them is or will become obligated (under any contract entered into on or before the Closing) to make any payments, that will be nondeductible under Section 280G of the Code (or any corresponding provision of state, local or foreign law); (xiii) the Seller has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code (or any corresponding provision of state, local or foreign law) during the applicable period specified in Section 897(c)(1)(a)(ii) of the Code (or any corresponding provision of state, local or foreign law); (xiv) no claim has ever been made by a taxing authority in a jurisdiction where the Seller does not file Tax Returns that the Seller is or may be subject to Taxes assessed by such jurisdiction; (xv) the Seller has no permanent establishment in any foreign country, as defined in the relevant tax treaty between the United States of America and such foreign country; (xvi) true, correct and complete copies of all inc6me and sales Tax Returns filed by or with respect to the Seller for the past three years have been furnished or made available to Purchaser;--(xvii) the Seller will not be subject to any Taxes for the period ending at the Closing for any period for which a Tax Return has not been filed imposed pursuant to Section 1374 or Section 1375 of the Code (or any corresponding provision of state, local or foreign law); and (xviii) no sales or use tax (other than sales tax on aircraft, boats, mobile homes and motor vehicles), nonrecurring intangibles tax, documentary stamp tax or other excise tax (or comparable tax imposed by any governmental entity) will be payable by the Seller or Purchaser by virtue of the transactions contemplated in this Agreement. 5.19 Insurance. The Seller is covered by valid, outstanding and enforceable policies of insurance issued to it covering its properties, assets and business against risks of the nature norraally insured against by corporations in the same or similar lines of business and in coverage amounts typically and reasonably carried by such corporations, including an errors and omissions liability policy (the "I .... -' nsurance t'one~es ). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. The Seller has complied with the provisions of such Insurance Policies. The Seller has not failed to give, in a timely manner, any notice required under any of the Insurance Policies to preserve its rights thereunder. Through the Closing Date, each of the Insurance Policies will be in full force and effect. A copy of Seller's most recent application/disclosure schedule for its errors and omissions policy is attached as Schedule 5.19 along with disclosure of any claims of which Seller is aware that is not included on such application/disclosure schedule. 5.20 Licenses and Permit~, The Seller possesses all licenses and required governmental or official approvals, permits or authorizations (collectively, the "Permits") for its business and operations, and Schedule 5.20 sets forth a true, complete and accurate list of all such Permits. All such Permits are valid and in full force and effect, the Seller is in compliance in all material respects with their requirements, and no proceeding is pending or threatened to revoke or amend any of them. 5.21 Contracts. Schedule 5.21 sets forth a list of each Contract to which the Seller is a party or by which it or its properties and assets are bound and which is material to its business, assets, properties or prospects (the "Material Contracts"), true, correct and complete copies of which have been provided to Purchaser. Schedule 5.21 shall also indicate the parties' understanding as to the percentage of completion as of the Closing Date for any continuing contracts to be assumed by Purchaser. The copy of each Material Contract furnished to HBG\83492.8 -- Purchaser is a tree and complete copy of the document it purports to represent and reflects ail amendments thereto made through the date of this Agreement. The Seller has not violated any of the material terms or conditions of any Material Contract or any term or condition which would permit termination or material modification of any Materiai Contract, all of the covenants to be performed by any other party thereto, to the knowledge of the Seller and Owner, have been fully perfomied, and there are no claims for breach or indemnification or notice of default or termination under any Material Contract. No event has occurred which constitutes, or after notice or the passage of time, or both, would constitute, a material default by the Seller under any Material Contract, and no such event has occurred which constitutes or would constitute a materiai default by any other party. The Seller is not subject to any liability or payment resulting from renegotiafion of amounts paid under any Material Contract. As used in this Section 5.21, Material Contracts shall include, without limitation, formal or informal, written or oral, in ~ach case which is material to the Seller's business, assets, properties or prospects, (a) loan agreements, indentures, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements, equipment financing obligations or guaranties, or other sources of contingent liability in respect of any indebtedness or obligations to any other Person, or letters of intent or commitment letters with respect to same; (b) contracts obligating the Seller to provide products or services for a period of one year or more, excluding standard collection contracts entered into in the ordinary course of its business without material modification from the preprinted forms used by the Seller in the ordinary course of business, copies of which have been supplied to Purchaser; (c) leases of real property and leases of personal property not cancelable without penalty on notice of sixty (60) days or less; (d) distribution, sales agency or franchise or similar agreements, or agreements providing for an independent contractor's services, or letters of intent with respect to same; (e) employment agreements, management service agreements, consulting agreements, confidentiality agreements, noncompetition agreements, employee handbooks, policy statements and any other agreements relating to any employee, officer or director of the Seller; (f) licenses, assignments or transfers of trademarks, trade names, service marks, patents, copyrights, trade secrets or know how, or other agreements regarding proprietary rights or intellectual property; (g) any contract relating to pending capital expenditures by ,the Seller; (h) any noncompetition agreements restricting the Seller in any mariner; and (i) other material Contracts or understandings, irrespective of subject matter and whether or not in writing, not entered into in the ordinary course of business by the Seller and not otherwise disclosed on the Schedules. 5.22 Accuracy of lnforiuation Furnished To the best of Seller's knowledge after diligent investigation, no representation, statement or information contained in this Agreement (including, without limitation, the various Schedules attached hereto) or any agreement executed in connection herewith or in any certificate delivered pursuant hereto or thereto, contains or shall contain any untrue statement of a material fact or omits or shall omit any material fact necessary to make the infom~ation contained therein not misleading. Each of the Seller and Owner has provided Purchaser with true, accurate and complete copies of all documents listed or described in the various Schedules attached hereto. 5.23 Customer Lists and Recurring Revenue, All of the customers listed on the customer lists attached hereto as Schedule l.l(b) are subject to valid and enforceable Customer Contracts. True, correct and complete copies of such contracts (to the extent they exist in writing) have been furnished by the Seller to Purchaser. The Seller has not violated any of the H13G\83492.8 -- material terms or conditions of any of the Customer Contracts, and all of the covenants to be perforated by any other party thereto have been fully peffomxed and there are no claims for breach or indemnification or notice of default or telmination thereunder. Schedule 5.23 lists all customers of the Seller that account for more than 1% of the Seller's annual revenue. Schedule 5.24 also lists all contracts accounted for on a percentage of completion basis identifying the total revenue expected over the life of the contract, the amount of revenue recognized as of closing, and the total revenue remaining to be recognized (the "Ongoing Contract Projection"). 5.24 Business Locations. As of the date hereof, the Seller has no office or place of business other than as identified on Schedule 5.13 and the Seller's principal place of business and chief executive offices are indicated on Schedule 5.13. All locations where the equipment, inventory, chattel paper and books and records ofthe Seller are located as of the date hereof are fully identified on Schedule 5.13. 5.25 [Intentionally Deleted] 5.26 Intellectual Property. Not including co-ownership rights that may belong to BLM Developers, Inc.: (a) Set forth on Schedule 5.26 hereto is a list of all of the following Intellectual Property of the Seller: (i) trademarks and service marks; (ii) registered or material copyrights; (iii) computer sof~are; and (iv) licenses of rights in or to any proprietary rights, whether to or from the Seller. Co) Except as set forth on Schedule 5.26, the Seller owns and possesses, and at and as of the Closing the Purchaser will own and possess all right, title and interest in and to the Intellectual Property of the Business, or have the right to use (pursuant to a valid license, agreement or permission granted by a third party) such Intellectual Property. The Intellectual Property will be owned or available for use by the Purchaser from and after the Closing Date, on terms and conditions identical to the terms and conditions available to the Seller prior to the Closing Date. The Seller has not in the conduct of the Business, interfered with, infringed upon, misappropriated, violated or otherwise come into conflict with any intellectual property fight or fights of third parties. The Seller has not agreed to indemnify any third party for or against any actual or potential infringement, misappropriation, violation or other interference with respect to any of the Intellectual Property. Furthermore, and without limiting the generality of the foregoing: (i) no third party has contested the validity, enforceability, use or ownership of any of the Intellectual Property; (ii) no third party has claimed that the use by the Seller of any Intellectual Property has or will interfere with, infringe upon, misappropriate, violate or otherwise come into conflict with any right of any third party; and (iii) to the knowledge of the Seller, no third party has or will interfere with, infringe upon, misappropriate, violate or otherwise come into conflict with any of the Intellectual Property. (c) The loss or expiration of any Intellectual Property or group of related Intellectual Property (other than related to off the shelf software) may have I"1BG\83492.8 an adverse effect on the conduct of the Business but no such loss is threatened, pending or reasonably foreseeable. (d) Notwithstanding anything contained in this Agreement to the contrary, the transactions contemplated by this Agreement shall have no material adverse affect on any of the Intellectual Property other than the loss of rights to offthe shelf software. ARTICLE VI CERTAIN AGREEMENTS AND COVENANTS OF TI-Ii*. PARTIES 6.1 Conduct of Business by the Seller Pending the Closing The Seller and Owners, jointly and severally, covenant and agree that, between the date of this Agreement and the Closing Date, the Business shall be conducted only in, and the Seller shall not take any action · with respect to the Business except in, the ordinary course of business consistent with past practice. The Seller shall use its reasonable best efforts to preserve the Business intact, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations in connection with the Business. 6.2 Further Assurances. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the temps of this Agreement and the transactions contemplated hereby and to satisfy the conditions set forth in Articles VII and VIII. Owners shall cause the Seller to comply with all of the covenants of the Seller under this Agreement. Each of the parties agrees to cooperate with the others in the preparation and filing of all forms, notifications, reports and information, if any, required or reasonably deemed advisable pursuant to any law, role or regulation, and to use their respective best efforts to agree jointly on a method to overcome any objections by any Governmental Authority to any such transactions. The parties also a~ree to-use best efforts to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby and to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. 6.3 Access to Information_ (a) Access by Purchaser. From the date hereof to the Closing Date, the Seller shall (and shall cause its directors, officers, employees, auditors, counsel and agents) to afford Purchaser and Purchaser's officers, employees, auditors, counsel and agents reasonable access at all reasonable times to its properties, offices, and other facilities, to its officers and employees and to all books and records, and shall furnish such i~ersons with all financial, operating and other data and information as may be requested. No information provided to or obtained by Purchaser shall affect any representation or warranty in this Agreement. HBG~83492.8 -- (b) Access by Seller. After the Closing Date, the Purchaser shall afford Seller and Seller's officers reasonable access at reasonable times, upon two days' prior notice, to books and records relating to Seller's activities prior to the Closing Date for the purpose of preparing tax returns and defending claims. In addition, prior to destroying books and records dating before the Closing Date, Purchaser shall give Seller a reasonable oppommity to take possession of such records. 6.4 Notification of Certain Matters. The Seller and Owners shall give prompt notice to Purchaser of the occurrence or nonoccurrence of any event which would likely cause any representation or warranty contained herein to be untrue or inaccurate, or any covenant, condition, or agreement contained herein not to be complied with or satisfied. 6.5 Confidentiality; Publicity. Except as may be required by law or as otherwise permitted or expressly contemplated herein, no party hereto or their respective Affiliates, . employees, agents and representatives shall disclose to any third party this Agreement or the subject matter or terms hereof without the prior consent of the other parties hereto. No press release or other public announcement related to this Agreement or the transactions contemplated hereby shall be issued by any party hereto without the prior approval of the other parties, except that Purchaser or Owners may make such public disclosure which it believes in good faith to be required by law or by the terms of any listing agreement with a securities exchange (in which case Purchaner or Owners, as the case may be, will consult with the other prior to making such disclosure). 6.6 No Other Discussions. The Seller, Owners and their respective Affiliates, employees, agents and representatives will not (i) initiate, encourage the initiation by others of discussions or negotiations with third parties or respond to solicitations by third persons relating to any merger, sale or other disposition of any substantial part of the assets, business or properties of the Seller (whether by merger, consolidation, sale of stock or otherwise), or (ii) enter into any agreement or commitment (whether or not binding) with respect to any of the foregoing transactions. The Seller will immediately notify Purchaser if any third party attempts ' to initiate any solicitation, discussion or negotiation with respect to any of the foregoing transactions. 6.7 Due Diligence Review and Environmental Assessment~ Purchaser shall be entitled to conduct prior to Closing a due diligence review of the assets, properties, books and records of the Seller and an environmental assessment of the Leased Premises (hereinafter referred to as "Environmental Assessment"). The Environmental Assessment may include, but not be limited to, a physical examination of the Leased Premises, and any structures, facilities, or equipment located thereon, soil samples, ground and surface water samples, storage tank testing and review of pertinent records, documents, and licenses of the Seller. Owners and the Seller shall provide Purchaser or its designated agents or consultants with the access to such property which Purchaser, its agents or consultants require to conduct the Environmental Assessment. If the Environmental Assessment identifies environmental contamination which requires remediation or further evaluation under the environmental, health and safety laws or if the results of the Environmental Assessment or due diligence review are otherwise not satisfactory to Purchaser in its sole discretion, then Purchaser may elect not to close the transactions contemplated by this Agreement in which case this Agreement shall be te,'a~nated and the HBG\83492.8 -- parties shall be released from any and all obligations hereunder. Purchaser's failure or decision not to conduct any such Environmental Assessment shall not affect any representation or warranty of the Seller or Owners under this Agreement. 6.8 Covenant not to Compete. The Seller jointly and severally agree that until dissolved pursuant to Section 6.14 or as permitted by their Employment Agreements (which provide for a sharing of work), the Seller and Owners shall not, directly or indirectly: (a) alone or as a partner, joint venture, officer, director, employee, consultant, agent, independent contractor, or security holder, of any Person, engage in any business activity in the Commonwealth of Pennsylvania, which is directly or indirectly in competition with the Business; provided, however, that the beneficial Ownership of less than five percent (5%) of any class of securities of any entity having a class of equity securities actively traded on a national securities exchange shall not be deemed, in and of itself, to violate the prohibitions of this Section; (b)(i) induce any customer acquired hereunder or any other customer of Purchaser or any of its subsidiaries to patronize any business which is directly or indirectly in competition with the Business; (ii) canvass, solicit or accept for or on behalf of any such competitive business any customer of Purchaser or any of its subsidiaries; or (iii) request or advise any customer of Purchaser or any of its subsidiaries to withdraw, curtail or cancel any such customer's business with Purchaser or any of its subsidiaries or their successors; (c) employ any person who was employed by Purchaser or any subsidiary of Purchaser, within six months prior to the date being employed by the Seller or Owners, or in any manner seek to induce any employee of Purchaser or any of its subsidiaries to leave his or her employment; and (d) except as permitted by the. tetras of this Agreement, in any way utilize, disclose, copy, reproduce or retain in his possession any of the proprietary fights, or records acquired by Purchaser hereunder, including, but not limited to, any customer lists. The Seller and Owners agree and acknowledge that the restrictions contained in this Section are reasonable in scope and duration, and are neeessmy to protect Purchaser. The Seller and Owners agree and acknowledge that any breach of this Section will cause irreparable injury to Purchaser and upon any breach or threatened breach of any provision of this Section, Purchaser shall be entitled to injunctive relief, specific performance or other equitable relief, without the necessity of posting bond; provided, however, that this shall in no way limit any other remedies which Purchaser may have as a result of such breach, including the right to seek monetary damages. Seller and Purchaser also acknowledge that Peter I. Bentivegna and the other Owners may continue the business of BLM Developers, Inc. Mr. Bentivegna and the other Owners hereby covenant that BLM Developers shall comply with the foregoing Section 6.8 covenant not to compete. Purchaser agrees that BLM Developers may engage professionals in the Business to provide services to BLM Developers provided Purchaser is given a reasonable opportunity to HBG\83492.8 win such engagement and provided that BLM Developers shall select Purchaser for the provision of services to the extent Purchaser's competence, capabilities and pricing is comparable to any other entity seeking the same engagement. BLM Developers may perfoim design/build services but may not be used for the provision of architectural services only. In addition, at~er termination of Mr. Bentivegna's employment with the Purchaser, Mr. Bentivegna may perform architectural services for BLM Developers and BLM Developers may engage in design/build (but not design-only) projects provided Purchaser participates in such projects as described in Peter I. Bentivegna's employment agreement with Purchaser. 6.9 .Contracts. Except as set forth in Section 7.5, prior to Closing, (i) the Seller shall not temfinate or otherwise modify or amend any of its Contracts with respect to any of the Business, (ii) the Seller shall further obtain any and all consents a~d approvals necessary as a result of the transactions contemplated hereby and to keep such Contracts in full force and effect; and (iii) the Seller shall assist Purchaser in documenting the percentage completion as of the Closing Date of any ongoing contracts assigned to Purchaser. 6.10 Receivables. At or prior to the Closing Date, the Seller shall deliver to Purchaser a tree, complete and correct list of all receivables to be retained by Seller. For a period of one calendar year after the Closing, the Purchaser shall cooperate with Seller to collect such receivables for the benefit of Seller. The Purchaser hereby agrees and acknowledges that any and all payments in respect of such receivables that are received by the Purchaser after Closing shall be held in trust for the benefit of Seller and delivered to Seller as soon as practicable. 6.11 Execution of Further Document~. From and after the Closing, upon the reasonable request of Purchaser, the Seller shall execute, acknowledge and deliver all such further deeds, bills of sale, assignments, transfers, conveyances, powers of attorney and assurance as may be required or appropriate to convey and transfer to and vest in Purchaser and protect its fight, title and interest in all of the Purchased Assets and to carry out the transactions contemplated by this Agreement. 6.12 Employees .of the Seller. The Seller and Owners shall utilize best efforts to assist Purchaser in engaging such of the employees of the Seller as are employed on the Closing Date whom Purchaser desires to engage after the Closing Date. With respect to any employees of the Seller so employed by Purchaser, the Seller and Owners will terminate and cancel, upon request of Purchaser, any noncompetition and/or confidentiality agreements applicable to such employees. In addition, with respect to any applicable employees of the Seller not employed by Purchaser as provided hereunder, the Seller and Owners shall assign for the benefit of Purchaser any noncompefition and/or confidentiality agreements applicable to such employees. 6.13 Reimbursement of Insurance Cost~. Purchaser shall reimburse Seller for the reasonable costs of errors and omissions tail insurance for the five year period following Closing, which shall be a deduction against EBIT in calculating amounts due to Peter I. Bentivegna under Section 2.1 (i). 6.14 Dissolution of Seller. At Closing, Seller and BLM Developers shall deliver to Purchaser a Consent to Use Name form. Seller may retain its corporate and trade names for the purpose of winding up its affairs as long as Seller does not operate any business and Seller's HBG\83492.8 -- continued use of such names does not cause confusion in Purchaser's markets. After termination of Peter I. Bentivegna's employment with Purchaser, BLM Developers may continue to use its corporate name as long as such continued use, in Purchaser's reasonable discretion, creates no market confusion. If Purchaser determines such confusion exists, BLM Developers, Inc. shall, upon the request of Purchaser, change its name to eliminate such confusion. After Closing, Seller shall pay all of its vendors timely and shall make all reasonable efforts to effectuate a dissolution within twelve months. Seller acknowledges that failure to pay vendors timely may damage the value of the assets purchased hereunder. Purchaser may, but shall not be obligated to, upon ten days' advance written notice, pay vendors for service performed for Seller prior to Closing for the account of Seller and deduct such amounts from any amounts due from Purchaser to Owners hereunder unless, prior to the expiration of the ten day period, Seller demonstrates to Purchaser's reasonable satisfaction that a bona fide dispute exists with such vendor such that nonpayment will not materially adversely affect Purchaser. ARTICLE VII CONDITIONS TO TH~. OBLIGATIONS OF PURCHASER The obligations of Purchaser to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part by Purchaser: 7.1 Accuracy of Representntj_'ons and Warranties and Compliaoce with Obligations. The ~epmsentations and warranties of Seller and Owners contained in this Agreement shall be true and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain tree and correct as of such date. Each of the Seller and Owners shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Each of the Seller and Owners shall have delivered to Purchaser a certificate, dated as of the Closing Date, duly signed by their respective Presidents, certifying that such representations and warranties are tree and correct and that all such obligations have been complied with and performed. 7.2 No Material Adverse Chnnge or Destruction of Property.. Between the date hereof and the Closing Date, (i) there shall have been no Material Adverse Change in the Purchased Assets or the Business, (ii) there shall have been no adverse federal, state or local legislative or regulatory change affecting in any material respect the services, products or business of the Seller, and (iii) none of the Purchased Assets shall have been asmaged by fire, flood, casualty, act of God or the public enemy or other cause (regardless of insurance coverage for such damage), and there shall have been delivered to Purchaser a certificate to that effect, dated the Closing Date and signed by or on behalf of the Seller and Owners. 7.3 Corporate Certificate. Seller shall have delivered to Purchaser (i) copies of its articles of incorporation and bylaws as in effect immediately prior to the Closing Date, (ii) copies of resolutions adopted by its Board of Directors authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing issued by the Secretary of State of I'H3G\83492.8 -- Pennsylvania as of a date not more than ten days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by the Secretary of the Seller and Owners as being tree, correct and complete. 7.4 DeliverT of Purchased Assets. At Closing, the Seller shall duly execute and deliver to Purchaser or its assignee a Bill of Sale and Assignment in the fomx attached hereto as Exhibit A, and such other instruments of transfer of title as are necessary to transfer to Purchaser or its assignee good and marketable title to the Purchased Assets and shall deliver to Purchaser or its assignee immediate possession of the Purchased Assets. 7.5 Consents. The Seller shall have received consents to the transactions contemplated hereby and waivers of rights to terminate or modify any material rights or obligations of the Seller from any person from whom such consent or waiver is required under any Contract to which the Seller, Owners or the Purchased Assets are bound (including the Customer Contracts) prior to the Closing Date, or who, as a result of the transactions contemplated hereby, would have such rights to terminate or modify such contracts, either by the temps thereof or as a matter of law. Notwithstanding the foregoing, Seller and Purchaser agree that it would be impractical to obtain consents for assignment of professional services contracts prior to the Closing Date.. Such consents shall be obtained as soon as practical after closing. In the event that a consent for assignment is not timely obtained, the Sellers will continue to be the contracting party but shall subcontract out to Purchaser all of the work and assign to Purchaser all of the revenue received in connection with that work. 7.6 No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby. 7.7 Due Diligence Rexiew. Purchaser shall have completed its due diligence review of the Seller, the Purchased Assets, the Owned Properties., the Leased Premises and the Business pursu_ant to Sections 6.3 and 6.7, and shall be satisfied with the results of such review and assessment. 7.8 Board Approval. The Board of Directors of Purchaser shall have authorized and approved this Agreement and the transactions contemplated hereby. 7.9 Opinion of CounseL Counsel for Seller shall have delivered to Purchaser an opinion substantially in the form of Exhibit 7.9 hereto. HBG\83492.8 -- ARTICLE VIII CONDITIONS TO TIlE OBLIGATIONS OF THE SELLER AND OWNERS The obligations of the Seller and Owners to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any or all of which may be waived in whole or in part by the Seller and Owners: 8.1 Accuracy of Representations and Warranties and Compliaoce with Obligations. The representations and warranties of Purchaser contained in this Agreement shall be tree and correct at and as of the Closing Date with the same force and effect as though made at and as of that time except (i) for changes specifically permitted by or disclosed pursuant to this Agreement, and (ii) that those representations and warranties which address matters only as of a particular date shall remain true and correct as of such date. Purchaser shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with at or prior to the Closing Date. Purchaser shall have delivered to the Seller a certificate, dated as of the Closing Date, and signed by an executive officer thereof, certifying ..that such representations and warranties are true and correct, and that all such obligations have been performed and complied with, in all material respects. 8.2 Purchase Price. At the Closing, Purchaser shall have delivered to Seller $1,000, the parties hereto shall have executed the Buy-Sell Agreement and the Owners shall have executed their Employment Agreements. 8.3 No Order or Injunction_ There shall not be pending by or before any court or other governmental body an order or injunction restraining or prohibiting the transactions contemplated hereby. 8.4 Financing. At the Closing, Purchaser shall provide Seller with evidence of financing available for continued operation of the Seller's assets by the Purchaser in the form of bank financing amounting to, at least, One Million Two Hundred Thousand Dollars. ARTICLE IX SURVIVAL OF REPRESENTATIONS AND WARRANTIE.~'. 9.1 Survival of Representations and Warran~c: Each of the representations and warranties in this Agreement or made pursuant hereto shall survive the Closing of the transactions contemplated hereby. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement. HBG~83492.8 _ ARTICLE X 10.1 meanings: DEFINITIONS Defined Terms. As used herein, the following terms shall have the following "Affiliate" shall have the meaning ascribed to it in Rule 1262 of the General Rules and Regulations under the Exchange Act, as in effect on the date hereof. "Code" means the Internal Revenue Code of 1986, as amended. "Contract" means any agreement, contract, lease, note, mortgage, indenture, loan agreement, franchise agreement, covenant, employment agreement, license, instrument, purchase and sales order, undertaking, commitment, obligation whether written or oral, express or implied. "EBIT" means net income on a cash basis calculated before any dedUction for interest or taxes, but less any reimbursements for insurance costs by Purchaser to Seller pursuant to Section 6.13. In calculating Purchaser's EBIT, corporate services pro('ided by affiliates of Purchaser which are necessary and appropriate for operation of Purchaser, shall be billed at that affiliate's standard hourly rates as shown on Schedule 10.1. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "GAAP" means generally accepted accounting principles in effect in the United States of America from time to time. "Governmental Authority" means any nation or government, any state, regional, local or other political subdivision thereof, and any entity or official exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, but not limited to, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or comparable law or any jurisdiction in connection with such mortgage, pledge, security interest, encumbrance, lien or charge). "Material Adverse Change (or Effect)" means a change (or effect), in the condition (financial or otherwise), properties, assets, liabilities, rights, obligations, operations, business or prospects which change (or effect) individually or in the aggregate, is materially adverse to such condition, properties, assets, liabilities, rights, obligations, operations, business or prospects. HBG\83492.8 _ Date: "Person" means an individual, partnership, corporation, business trust, joint stock Seller, estate, trust, unincorporated association, joint venture, Governmental Authority or other entity, of whatever nature. "SEC" or "Commission" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Tax Return" means any tax return, filing or information statement required to be filed in connection with or with respect to any Taxes; and "Taxes" means all taxes, fees or other assessments, including, but not limited to, income, excise, property, sales, franchise, intangible, withholding, social security and unemployment taxes imposed by any federal, state, local or foreign governmental agency, and any interest or penalties related thereto. 10.2 Other Definitional Provisions. (a) All terms defined in this Agreement shall have the defined meanings when used in any certificates, reports or other documents made or delivered pursuant hereto or thereto, unless the context otherwise requires. Co) Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. (c) All matters of an accounting nature in connection with this Agreement and the transactions contemplated hereby shall be determined in accordance with GAAP applied on a basis consistent with prior periods, where applicable. (d) As used herein, the neuter gender shall also denote the masculine and feminine, and the masculine gender shall also denote the neuter and feminine, where the context so permits. ARTICLE XI TERMINATION 11.1 Termination. This Agreement may be terminated at any time prior to the Closing (a) by mutual written consent of all of the parties hereto at any time prior to the Closing; or HBG\83492.8 -- (b) by Purchaser in the event of a material breach by the Seller or Owners of any provision of this Agreement; (c) by the Seller in the event of a material breach by Purchaser of any provision of this Agreement; or (d) by Purchaser or the Seller if the Closing shall not have occurred by November 4, 2001. 11.2 Effect of Termination. Except for the provisions of Article IX hereof, which shall survive any temfination of this Agreement, in the event of termination of this Agreement pursuant to Section 11.1, this Agreement shall forthwith become void and of no further force and effect, and the parties hereto shall be released from any and all obligations hereunder; provided, however, that nothing herein shall relieve any party from liability for the willful breach of any of . its representations, warranties, covenants or agreements set forth in this Agreement. ARTICLE XII GENERAL PROVISIONS 12.1 Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (ftrst class postage prepaid), gmaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage prepaid) or guaranteed overnight delivery, to the following addresses and telecopy numbers (or to such other addresses or telecopy numbers which such party shall designate in writing to the other party): (a) ff to Purchaser: BLM/CRA, Inc. 401 East Winding Hill Road Mechanicsburg, PA 17055 Telecopy: 717-458-0047 with a copy to: Shaun R. Eisenhauer, Esquire Duane, Morris & Heckscher LLP 305 North Front Street P.O. Box 1003 Harrisburg, PA 17108-1003 Telecopy: 717-232-4015 HBG\83492.8 -- (b) if to the Seller or Owner: Mr. Peter I. Bentivegna 161 Rock Hill Road Bala Cynwyd, PA 19004 with a copy to: Bongiovarmi & Berger The North American Building Suite 1700 121 South Broad Street Philadelphia, PA 19107 Attention: Joseph Bongiovanni Telecopy: 215-790-0032 Notice shall be deemed given on the date sent if sent by overnight delivery or facsimile transmission and on the date delivered (or the date of refusal of delivery) if sent by Certified or registered mall. · 12.2 Entire Agreement. This Agreement (including the Exhibits and Schedules attached hereto) and other documents delivered at the Closing pursuant hereto, contalm the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the parties with respect to such subject matter. The Exhibits and Schedules constitute a part hereof as though set forth in full above. 12.3 Expenses. Except as otherwise provided herein, the parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby. The Seller hereby agrees to pay any and all sales and use taxes which may become due and owing as a result of the completion of the transactions contemplated hereby. 12.4 Amendment; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other. HBG\83492.8 -- 12.5 Bin'ding Effect; Assi~t, nment_ The rights and obligations of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Nothing expressed or implied herein shall be construed to give any other person any legal or equitable rights hereunder. Except as expressly provided herein, the rights and obligations of this Agreement may not be assigned by the Seller or Owners without the prior written consent of Purchaser. 12.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. 12.7 Interpretation. When a reference is made in this Agreement to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. The headings contained herein and on the schedules are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or the schedules. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." Time shall be of the essence in this Agreement. 12.8 Governing Law; Severability. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the Commonwealth of Pennsylvania applicable to contracts executed and to be wholly performed within such State. If any word, phrase, sentence, clause, section, subsection or provision of this Agreement as applied to an party or to any circumstance is adjudged by a court to be invalid or unenforceable, the same will in no way affect any other circumstance or the validity or enforceability of any other word, phrase, sentence, clause, section, subsection or provision of this Agreement. If any provision of this Agreement, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in.its reduced form, such provision shall then be enforceable and shall be enforced. 12.9 Arm's Length Ne~ofiation,. Each party herein expressly represents and warrants to all other patties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, cOntents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of counsel before executing this Agreement; (d) said party has acted voluntarily and of its own See will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm's length negotiations conducted by and among the parties and their respective counsel. HBG\83492.8 -- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. PURCHASER Carl l~avis Trea~urer'"~ P&ricia D. Maliek ' out,as e~_~d~a~ ~ Udo H. ~aron' HBG~83492.8 -- SELLER BLM Interiors, Inc. By: ?~t~ ! Patricia D...Mglick B ent~~ By: ,/_~"~~ Pet~ I. Bentive~ M~~ Pet~ L B~ mfive~m ~esi~ B~BLM ~c ' .C. BL ~es~ Peter I. Benn~e~a President HBG\83492.8 BLM Developers, Inc. hereby joins this Agreement for the purposes of Section 6.8 and 6.14. The assets of BLM Developers, Inc. are not being sold hereby and BLM Developers is not bound for any other purpose. HBG\83492.8 Exhibit B E, xhibit 2.1 (iii) - PIB EMPLOYMENT AGREEMENT This employment agreement (the "Agreement") is made and entered into this ~ day of November, 2001, by and between BLM/CRA Group, a Pennsylvania corporation (the "Company"), and Peter I. Bentivegna, an individual residing in Recitals ("Employee"). 1.0 BLM Group, Inc., a Pennsylvania corporation ("Seller"), and the shareholders of the Company have entered into an Agreement dated October ~., 2001 (the "Purchase Agreement"), pursuant to which the Company is purchasing substantially all of the assets of Seller. Itis a condition to the Company's obligation un-der the Purchase Agreement that Employee enter into this Agreement with the Company~ 2.0 Employee has acted as one of the principal operating officers of the Seller and possesses intimate knowledge and expertise about all aspects of the business and operations of the Seller. Employee has developed valuable and long-standing relationships with customers and suppliers of the Seller. 3.0 The Company desires to enter into an employment agreement with Employee in order to assure access to b_is unique expertise and experience, and Employee is willing to enter into such an en~,loyment agreement, all on the terms and subject to the conditions hereinafter set forth. Covenants NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties agree as follows: 1.0 The Company hereby agrees to employ Employee, and Employee hereby accepts employment fi.om the Company, for a period of three years, commencing on the date hereof and terminating on November, 2004. During the first full two years of employment, Employees shall serve as President and Chief Executive Officer with all normal and customary duties and as the Board of Directors of the Company shall provide. It is anticipated that the Company will identify a qualified successor and plan an orderly transition whereby during the third year of Employee's employment hereunder, the duties, respons~ilities and titles of President and Chief Executive Officer shall devolve to said successor.--Gompaay or such persons as the Company may designate. Employee represents and warrants to the Company that he is free to enter into and fully perform this Agreement. 2.0 Subject to time Employee may devote to BLM Developers, Inc. which shall be secol~da_ry to Seller, Employee shall devote his full time and best efforts to the fulfillment of his employment duties with Seller hereunder as directed by the Board of Directors of the Company, to whom Employee shall report. Other than a reasonable amount of time devoted to BLM IqBG~83492.3 Developers, dr add minirnis mount of time devoted to Aurora Enterprises, Employee shall not, dur/ng the term of this Agreement, engage in any other business activity without the prior written consent of the Company. However, nothing in this paragraph shall preclude Employee from devoting time to passive inveslrnents not related to services performed on behalf of the Company. 3.0 Employee shall be paid a salary at the rate of One Hundred and Seventy-Five Thousand Dollars ($175,000) per year during the term of this Agreement, payable in substantially equal periodic installments, for all services rendered by the Employee under this Agreement. Such salary shall be subject to periodic merit increases as may be determined by the Company acting in its sole discretion in accordance with the Company's standard salary review policies in effect from time to time, and shall be prorated with respect to any month during which the Employee is employed by the Company for less than a full month. 4.0 The Company shall provide Employee with such fi:inge benefits including · participation in employee benefit plans, as are provided to other employees of the Company, all according to the Company's policies as in effect from time to time. In addition, the Company shall pay or reimburse Employee for all reasonable business expenses, including travel expenses, actually incurred or paid by him in the performance of services pursuant to this Agreement. Such expenses shall be supported by statements, vouchers or such other information as may be requested by the Company. The fringe benefits available to Employee at the commencement'of this Agreement shall be the same as those fringe benefits available to Employee fi:om Seller but the level of fringe benefits may change from time to time as determined by the Company. 5.0 5.0.1 Employee acknowledges that his services are special and unique, and of an unusual and extraordinary character which gives them peculiar value, the loss of which cannot adequately be compensated in damages. Employee further acknowledges that in his employment he will be making use of, acquiring and adding to confidential Lnformation relating to the business, processes, apparatus, products, marketing methods, customer lists, trade secrets and the like, of the Company, the Seller and their Affiliates (as hereinafter defined) (the Confidentaal Information"). The parties recognize that the Confidential Information, whether or not developed by Employee, is the exclusive property of the Company. Therefore, Employee agrees that neither he nor any of his Affiliates will, except for the sole benefit of or with the written consent of the Company: (a) during or at any time after the term of his employment, use or disclose any of the Confidential Infomlation to any person, firm or corporation for any purpose whatsoever for so long as and to the extent that such information has not become generally known to or available for use by the public other than by any act or omission of Employee; or HBG\83492.3 , (b) use any corporate or trade name or trademarl~ ofth~ Company, or any of its Affiliates for any purpose whatsoever provided that, as long as Company determines in its reasonable discretion that no market confusion exists, BLM Developers, Inc. may continue to use its current corporate name; or (c) during the term of his employment or within two years thereafter, in any geographical area in which duties have at any time been assigned to him during the term of his employment, engage (as an individual or as a stockholder, trustee, partner, financier, agent, employee or representative of any person, finn, corporation or association), or have any interest, direct or indirect, in any business in competition with the business of Employer; provided that this Section 5.0.1 (e) shall not prevent the Employee from acquiring and holding not to exceed 2% of the outstanding shares of stock of any corporation which engages in such a .competitive business if such shares are listed on a national securities exchange or traded in the over-the-counter market. For purposes of this subsection only, the business of Employer shall be defined as provision of architectural ~ services to the healthcare industry or other industries in which Employer is actively doing business at the time of Employee's termination. 5.0.2 Employee further agrees that neither he nor any of his Affiliates will, except for the sole benefit of or with the written consent of the Company: (a) induce any customer of the Company or the Seller on the date hereof to patronize any business similar to any of those descn'bed in Section 5.0.1.3; (b) canvass, solicit or accept from any customer of the Company or the Seller on the date hereof any business similar to any of those described in Section 5.0.1.3; (c) request or advise any individual or company which is a customer of the Company or the Seller on the date hereof to withdraw, curtail or cancel any such customer's business with the Company. 5.0.3 As used in this Agreement, the term "Affiliate" means, with respect to a specified person, any other person which directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. 5.0.4 If any provision of this Section 5, as applied to any party or to any circumstances, is adjudged by a court to be invalid or unenforceable, the same HBG~83492.3 will iff no why affect any other provision of this Section or any other part o~th~.~ Agreement, the application of such provision in any other circum~ances or the validity or enforceability of this Agreement. If any such provision, or any part thereof; is held to be unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such detex ruination will have the power to reduce the duration and/or area of such provision, and/or to delete specific words or phrases, and in its reduced form such provision will then be enforceable and will be enforced. Upon breach of any provision of this Section 5, the Company will be entitled to injunctive relief; since the remedy at law would be inadequate and insufficient. In addition, the Company will be entitled to such d~__m~ges as it can show it has sustained by reason of such breach. 5.0.5 Company and Employee also acknowledge that Employee will continue the business of BLM Developers, Inc. Employee hereby covenants that BLM Developers shall comply with the foregoing Section 5.0 through 5.04. Company agrees that BLM Developers may engage professionals in the Business to provide services to BLM Developers provided Company is given a reasonable opportunity to win such engagement and provided that BLM Developers shall select Company for the provision of services to the extent Company's competence, capabilities, timeliness and pricing is comparable to any other entity seeking the same engagement. Similarly, Company agrees to give BLM Developers with any design/build work it encounters. 5.0.6 Notwithstanding anything to the contrary in the foregoing provisions, for two years at, er employment EmploYee may, alone and not in conjunction with any of the other Owners, as defined in the Purchase Agreement, solicit and perform corapetlng architectural services for clients of the Company for particular projects as long as Company may, at its election, perform 50% of such services and if such election is made by the Company, the Company receives 50% of the revenues for such service. 5.07 Employee agrees that if at any time Company dete,'mines, in the reasonable exercise of its discretion, that the name BLM Developers, Inc. is causing market confusion, Employee shall use his best efforts to change the name of BLM Developers, Inc. 5.08 Notwithstanding anything to the contrary contained herein, in the event Employee's employment by Company terminates for any reason, ,~.n. .............. .~.oy~. n~-.~ BLM Developers may engage in design/build services for any client, and Employee may provide professional services to BLM Developers. 6.0 Employee's employment hereunder will terminate automatically (~ upon Employee's death or (ii) upon Employee's becoming physically or mentally disabled, whether totally or partially, so that he is prevented fi.om performing the duties assigned to him pursuant to this Agreement at the time of the disability for a period of six consecutive months or for shorter periods resulting fi.om the same disability aggregating six months in any twelve-month period. HBG~83492_3 7.0 · The Company may terminate Employee's employment under this Xgreement for "cause". Teimination for "cause" means termination by the Company because of Employee's gross negligence, dishonesty, willful breach of this Agreement, or violation of any reasonable nde or regulation of the Company or any of its Affiliates, the violation of which results in significant damage to the Company or any of its Affiliates and with respect to which, except in the case of dishonesty, Employee fails to make reasonable efforts to correct in a reasonable time after written notice of such violation. Cause shall be determined solely by the Company in its good faith judgment. In the event the Company terminates Employee's employment under this Agreement without cause, the provisions of Section 5 shall not apply. 8.0 Upon termination of this Agreement, Employee shall not be entitled to any further compensation. 9.0 The provisions of Section 5 shall survive any temfination of-this Agreement unless the Company terminates Employee's employment without cause. 10.0 The waiver by the Company ora breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee. 11.0 Any notice, request, information or other document to be given hereunder shall be in writing. Any notice, request, information or other document shall be deemed duly given four business days after it is sent by registered or certified mail, postage prepaid, to the intended recipient, addressed as follows: If to the Employee, addressed to such party as follows: with a copy to: Bongiovanni & Berger The North American Building Suite 1700 121 South Broad Street Philadelphia, PA 19107 Attn: Joseph Bongiovanni Telecopy: 215=790-0032 If to the Purchaser, addressed to: BLM/CRA, Inc. 401 East Winding Hill Road Mechanicsburg, PA 17055 Telecopier: 71%458-0047 HBG~83492.3 with ~t cop~ to: Shaun R. Eisenhauer, Esquire Duane, Morris & Heckscher LLP 305 North Front Street P.O. Box 1003 Harrisburg, PA 17108-1003 Telecopier: 717-232-4015 Any party may send any notice, request, information or other document to be given hereunder using any other means (including personal delivery, courier, messenger service, facsimile transmission, telex or ordinary mail), but no such notice, request, information or other document shall be deemed duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices hereunder are to be sent to it by giving written notice of such change of address in the manner herein provided for giving notice. 12.0 This Agreement shall be governed, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania. 13.0 This Agreement contains the entire Agreement of the parties with regard to the subject matter hereof and supersedes any and all prior oral or written understandings and agreements between them. This Agreement may be amended or modified only by an Agreement in writing signed by both parties. IN WITNESS -WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. By: Title: HBG~83492.3 The unders/~ned, Peter I. Bcnt/ve?,~. hereby verifies a,~ states that: 1. He/s one of thc Pla/nt/~/n the within act/on; 2. The facts set forth/n the forego/rig Compla/nt are true and correct to the best of Ms lcaowledge,/nfor~atioil e~tcl belie~ and 3. He is aware that any Paise statcmonts hcrc/n are made subject to the penalties of 18 Pa.C.$.A. §4904, relat/ng to u~sworn falsification to authorities, Tile u~k~t'siglled, ~t~',,ar~ ]~. ~tuski, here~.~.vcr~cs and s~tes that: She ~s one off the PZaintifl~s in the within action; 2. Thc fecte se~ forth in ~e foregoing ~omp]eim ere ~ue end correct to ibc best ofhcr knowledge, i'~'o,-.,~,~on end belie2 and 3. She is nware that re't7 false sl:atements hezein are macle subjecl: t,o thc pen~ltie~ of 18 Pm~.$.A. §4D04. rei~t~ to un~wozn falsification to authorities. _CERTIFICATE OF SERVICE I, Laurence W. Dague, Esquire, of the law firm of Shumaker Williams, P.C., hereby certify that I served a true and correct copy of the foregoing Complaint on this date by depositing a copy of the same in the possession of the United States mail, first-class, postage prepaid, addressed as follows: Matthew Chabal, III, Esquire DUANE MORRIS LLP 305 N. Front Street, 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 (Attorneys for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc.) Anthony J. Nestico, Esquire NESTICO KORPOSH & DRUBY LLP 475 W. Governor Road Hershey, PA 17033 (Attorneys for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis) Dated: /~urenee W. DagUe, 1.1~:~-- 1~5 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 SHERIFF'S RETURN - REGULAR CASE NO: 2002-01831 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BENTIVEGNA PETER I ET AL VS BLM/CRA INC ET AL RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon DAVIS CARL J the DEFENDANT , at 1600:00 HOURS, on the 17th day of April at 401 E WINDING HILL ROAD , 2002 MECHANICSBURG, PA 17055 by handing to DOUG ROHRBAUGH a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this /~ day of ~ ~ J-~ A.D. ~ ; Prothonotary So Answers: R. Thomas Kline 04/19/2002 ~eputy Sheriff SHERIFF'S CASE NO: 2002-01831 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BENTIVEGNA PETER I ET AL VS BLM/CR3t INC ET AL RETURN - REGULAR RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon BLM/CP~A INC the DEFENDANT , at 1600:00 HOURS, at 401 E WINDING HILL ROAD MECHANICSBURG, PA 17055 DOUG ROHRBAUGH , CEO on the 17th day of April , 2002 by handing to a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 8.28 Affidavit .00 Surcharge 10.00 .00 36.28 Sworn and Subscribed to before me this /~J- day of "~7.4~,~.. ~t~,~ ~ A.D. 7 ;~rothonotary ' So Answers: R. Thomas Kline 04/19/2002 SHUMAKER W~ By: _ fD~uty Sheriff SHERIFF'S RETURN - REGULAR CASE NO: 2002-01831 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BENTIVEGNA PETER I ET AL VS BLM/CRA INC ET AL RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon CRABTREE ROHRBAUGH & ASSOCIATES INC the DEFEND~dNT , at 1600:00 HOURS, at 401 E WINDING HILL ROAD MECHANICSBURG, PA 17055 DOUG ROHRBAUGH on the 17th day of April , 2002 by handing to a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this /~ day of 'P~othonotary ' ' / So Answers: R. Thomas Kline 0~/19/2002 D~puty Sheriff SHERIFF'S RETURN - REGUIJtR CASE NO: 2002-01831 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BENTIVEGNA PETER I ET AL VS BLM/CRA INC ET AL RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS was served upon CRABTREE THOMAS C the DEFENDANT , at 1600:00 HOURS, at 401 E. WINDING HILL ROAD MECHANICSBURG, PA 17055 DOUG ROHRBAUGH, CEO on the 17th day of April , 2002 by handing to a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this /~z~- day of v l~rothonotar-y , ! / So Answers: R. Thomas Kline 04/19/2002 SHUMAKER WI~ By: Depdty Sheriff ~ ' SHERIFF'S RETURN - REGULAR CASE NO: 2002-01831 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BENTIVEGNA PETER I ET AL VS BLM/CRA INC ET AL RICHARD SMITH , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to says, the within WRIT OF SUMMONS was served upon ROHRBAUGH G DOUGLAS the DEFENDANT , at 1600:00 HOURS, on the 17th day of April at 401 E WINDING HILL ROAD , 2002 MECHANICSBURG, PA 17055 by handing to DOUG ROHRBAUGH a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this /~- day of ~P~othonotary So Answers: R. Thomas Kline 04/19/2002 SHUMAKER WIL~fi~ By: ~ / D~pu~y Sheriff PETER I. BENTIVEGNA and MARGARET M. STUSKI, Plaintiffs BLM/CRA, INC., : CRABTREE, : ROHRBAUGH & : ASSOCIATES, INC., : THOMAS C. CRABTREE,: G. DOUGLAS : ROHRBAUGH, and : CARL J. DAVIS, : Defendants : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 02-1831 CIVIL TERM BLM GROUP, INC. (PA),: BLM GROUP, INC. (DE),: BLM ARCHITECTS, INC.: BLM ARCHITECTS, P.C.,: BLM INTERIORS, INC. : (PA), BLM INTERIORS, : INC. (DE), BLM : INTERNATIONAL, LTD.,: BLM PROJECT : MANAGEMENT, INC., : BLM DEVELOPERS, : INC., PETER I. : BENTIVEGNA, : Plaintiffs : V. ~ BLM/CRA, INC., : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: CRABTREE, : ROHRBAUGH & : ASSOCIATES, INC., : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW THOMAS C. CRABTREE,: 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: G. DOUGLAS : ROHRBAUGH, : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: CARL J. DAVIS, : 401 E. Winding Hill Road : Mechanicsburg, PA 17055,: PATRICIA D. MALICK, : 5061 Brittany Lane : Bryn Mawr, PA 19010, : DOUGLAS C. LINDSAY,: 513 Springbrook Lane : Wayne, PA 19087, : UDO H. MARON, : 401 Greyhorse Road : Willow Grove, PA 19090, : ANTHONY J. MERLINO,: 520 S. 22nd Street : Philadelphia, PA 19146, : and BENTIVEGNA, : LINDSAY, MARON, : MERLIN0-ARCHITECTS,: 161 Rock Hill Road : Bala Cnywyd, PA 19004, : Defendants : NO. 02-2611 CIVIL TERM ORDER OF COURT AND NOW, this 3 1st day of May, 2002, upon consideration of Plaintiffs' Motion To Consolidate, a Rule is hereby issued upon Defendants to show cause why the relief requested should not be granted. RULE RETURNABLE within ! 0 days of service. Laurence W. Dague, Esq. Angela L. Thomas, Esq. Melissa A. Swauger, Esq. P.O. Box 88 Harrisburg, PA 17108 Attorneys for Plaintiffs Matthew Chabal, III, Esq. 305 North Front Street 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 Attorney for Defendants BLM/CRA, Inc. and Crabtree Rohrbaugh & Associates, Inc. Anthony J. Nestico, Esq. 840 E. Chocolate Avenue Hershey, PA 17033 Attorney for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis BY THE COURT, Vesley Ole~, "~ ~. Steven J. Englemyer, Esq. Lisa E. Brody, Esq. Eric J. Schreiner, Esq. KLEINBARD, BELL & BRECKER, LLP 1900 Market Street Suite 700 Philadelphia, PA 19103 Attorneys for Defendants Patricia D. Malick, Douglas C. Lindsay, Udo H. Maron, and Anthony J. Merlino Bentivegna, Lindsay, Maron, Merlino - Architects 161 Rock Hill Road Bala Cynwyd, PA 19004 Defendant, Pro Se PETER I. BENT1VEGNA and MARGARET M. STUSKI, Plaintiffs BLM/CRA, 1NC., CRABTREE, ROHRBAUGH & ASSOCIATES, INC., THOMAS C. CRABTREE, G. DOUGLAS ROHRBAUGH, and CARL J. DAVIS, Defendants · IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA No. 2002-01831 CIVIL ACTION - LAW JURY TRIAL DEMANDED PRAECIPE FOR DISCONTINUANCE TO: Curt Long, Prothonotary Please enter a discontinuance without prejudice of the above-referenced action as to all Defendants pursuant to Pa.R.Civ.P. 229(b). SHUMAKER WILLIAMS, P.C. Dated: :147483 ,~:'i, auren~e W. Dague, I.D.q~19715 Melissa A. Swauger, I.D. #82382 P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121 Attorneys for Plaintiffs CERTIFICATE OF SERVICE I, Laurence W. Dague, Esquire, of the law firm of Shumaker Williams, P.C., hereby certify that I served a tree and correct copy of the foregoing Praecipe for Discontinuance on this date by depositing a copy of the same in the possession of the United States mail, first-class, postage prepaid, addressed as follows: Matthew Chabal, III, Esquire DUANE MORRIS LLP 305 N. Front Street, 5th Floor P.O. Box 1003 Harrisburg, PA 17108-1003 (Attorneys for Defendants BLM/CRA, Inc. and Crabtree, Rohrbaugh & Associates, Inc.) Anthony J. Nestico, Esquire NESTICO KORPOSH & DRUBY LLP 840 E. Chocolate Avenue Hershey, PA 17033 (Attomeys for Defendants Thomas C. Crabtree, G. Douglas Rohrbaugh and Carl J. Davis) Dated: SHUMAKER WILLIAMS, P.C. //,/~aurence W. Dague P.O. Box 88 Harrisburg, PA 17108 (717) 763-1121