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HomeMy WebLinkAbout06-6106 Merchants Express Money Order Company PLAINTIFF v. Jihad Halit Individually, jointly and severally, DEFENDANT and Lucky Food Mart Sole proprietorship DEFENDANT COURT OF COMMON PLEAS, CUMBERLAND COUNTY ,2006 No. Dl-- I-tDf- e~LL ~~ CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the compliant filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants, jointly and severally, as follows: Principal: Interest: Lost Fee Income: Attorney Fees: Total: $ 5,787.89 $ 174.11 $ 4,234.62 $ 3,058.99 513,255.61 ~~ Kevin . Lutkins, Esq. Attorney for Defendants Attorney ill: 76859 Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v. Jihad Halit Individually, jointly and severally, DEFENDANT , 2006 and No.{)(..- L.lD~ (Jtu~L I~ Lucky Food Mart Sole proprietorship DEFENDANT NOTICE NOTICE IS GIVEN TBA T A JUDGMENT IN THE ABOVE-CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. If you have any questions concerning the above, please contact: Kevin M. Lutkins, Esq. Merchants Express Money Order Company 1029 Mumma Road P.O. Box 8863 Camp Hill, P A 17001-8863 (800) 543-8207 Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v. Jihad Halit Individually, jointly and severally, DEFENDANT , 2006 and No.Dl-- l-lOl- Cl:..,~l~~ Lucky Food Mart Sole proprietorship DEFENDANT COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY 1. Plaintiff Merchants Express Money Order Company (hereinafter "MEMO"), is a Pennsylvania Corporation wholly owned by the Pennsylvania Food Merchants Association that engages in the issuance and sale of money orders and whose address is 1029 Mumma Road, Wormleysburg, Pennsylvania, 17043. 2. Defendant Lucky Food Mart (hereinafter "Lucky"), is a sole proprietorship, whose address is 500 S. Edgewood Avenue, Jacksonville, Florida, 32205. 3. Defendant Jihad Halit (hereinafter "Halit"), is an individual residing at 7562 Habersham Circle, Apartment #6, Jacksonville, Florida, 32216. 4. Defendant Halit is the owner of Defendant Lucky and entered into the Trust Agreement on behalf of Defendant Lucky on or about April 6, 2006. A true and correct copy of the Trust Agreement under which Defendants Halit and Lucky are confessing judgment is attached hereto as Exhibit" A". 5. Defendant Halit, with the intent to induce MEMO to enter into a Trust Agreement with Defendant Lucky, entered into the Personal Indemnity and Guaranty on or about April 10, 2006. A true and correct copy of the Personal Indemnity and Guaranty under which Defendant Halit is confessing Judgment is attached hereto as Exhibit "B". 6. The forgoing judgment against Defendants Halit and Lucky is not being entered by confession against a natural person in connection with a consumer credit transaction. 7. The Plaintiff has not assigned the Trust Agreement and Personal Indemnity and Guaranty under which judgment is being confessed. 8. The Plaintiff has not entered judgment against Defendants in any jurisdiction for the unpaid sum of$13,255.61 or any additional amount for a total of the debt demanded here. 9. The Defendants jointly and severally acted as selling agents for Plaintiff from April 27,2006, until September 22,2006. 10. Pursuant to the Trust Agreement, Defendants are required to hold all monies received by them from the sale of money orders, including money order fees (hereinafter "trust funds"), separate and apart from other funds of the Defendant for collection by the Plaintiff through electronic or other means. 11. The Plaintiff attempted to collect the trust funds from Defendants on July 13, 2006 through an Automated Clearing House (hereinafter" ACH") method. 12. The Plaintiff, or its designated check-clearing banking center did not receive the payment of the trust funds on July 13,2006 as required by the Trust Agreement and the Remittance by Electronic Funds Transfer agreement (hereinafter "Rider"). A true and correct copy of the Rider is attached hereto as part of the Trust Agreement in Exhibit "A". 13. The failure of Plaintiff or its designated check-clearing banking center to receive trust funds from the Defendant in accordance with the Trust Agreement and its Rider constitutes an event of default allowing Plaintiff to enter judgment against Defendants. 14. Pursuant to the Trust Agreement, the Plaintiff suffered damages by the Defendants conduct as follows: Principal: Interest: Lost Fee Income: Attorney Fees: Total: $ 5,787.89 $ 174.11 $ 4,234.62 $ 3,058.99 $13,255.61 15. The Defendants' most recent 10-week sales average equaled 49 money orders causing Plaintiff Lost Fee Income of $4,234.62 as a result of Defendants' default. 16. Plaintiff demands judgment in the aforementioned amount as authorized by the Warrant of Attorney contained in the Trust Agreement attached hereto as Exhibit A. 17. The Warrant of Attorney contained in the Trust Agreement is less than twenty (20) years old. WHEREFORE, Plaintiff demands judgment in the amount of$13,255.61, as authorized by the Warrant appearing in the attached Trust Agreement, together with Lost Fee Income, interest from the date of judgment and costs. €~L // Kevin . Lutkins, Esq. Attorney for Plaintiff Attorney ill: 76859 VERIFICATION The undersigned individual hereby states that he/she is an employee of the Pennsylvania Food Merchants Association with the authority to verify the statements contained in the foregoing complaint involving its wholly owned subsidiary, Merchants Express Money Order Company. The undersigned individual also states that the statements made in the aforementioned complaint are true and correct to the best of hislher knowledge, information, and belief. The undersigned understands that the statements therein are made subject to the penalties of 18 Pa. Cons. Stat. 94904 relating to unsworn falsifications to authorities. D~0'~ David W. Bush Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v. Jihad Halit Individually, jointly and severally, DEFENDANT , 2006 and No DI.... - l..1 Dc.. (?; c.>:..L <-y-- ~ Lucky Food Mart Sole proprietorship DEFENDANT AFFIDAVIT OF NON-Mll..ITARY SERVICE COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he is an employee of the Pennsylvania Food Merchants Association with the authority to make this Affidavit on behalf of the PlaintifT, Merchants Express Money Order Company, a wholly owned subsidiary of the Pennsylvania Food Merchants Association. The undersigned also states that to the best of my knowledge, information, and belief, the Defendants are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940 as amended. WvJ~ David W. Bush SWORN to and subscribed before me this tf)~ day of ~ 2006. ~tit t ~w1h- Not ic COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer R. Hamelin, NolaIy PU:lIc Wormleysburg Boro, Clmberland Ccu1ly My Commission Expires J~ 12,2008 Member. Pennsylvania Association Of Notaries Merchants Express Money Order Company PLAINTIFF COURT OF COMMON PLEAS, CUMBERLAND COUNTY v. Jihad Balit Individually, jointly and severally, DEFENDANT , 2006 and No. r:J_- {..[O(.. ec>ct ~~ Lucky Food Mart Sole proprietorship DEFENDANT AFFIDAVIT OF ADDRESSES COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND SS: The undersigned being duly sworn according to law, deposes and states that he is an employee of the Pennsylvania Food Merchants Association with the authority to make this Affidavit on behalf of the Plaintiff, Merchants Express Money Order Company, a wholly owned subsidiary of the Pennsylvania Food Merchants Association. The undersigned also states that the address of the Plaintiff is: 1029 Mumma Road, W ormleysburg, Pennsylvania, 17043 and that the addresses of the Defendants are as follows: Lucky Food Mart 500 S. Edgewood Ave. Jacksonville, FL 32205 SWORN to and subscribed before me this -Icf' day of ~ 2006. ~ It 1bWll~ Not ic COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer R. Hamelin. Notary Public Wormleysburg Boro. Cumberland County My Commission Expires July 12. 2008 Member. Pennsylvania Association Of Notaries . MERCHANTS EXPRESS MONEY ORDER COMPANY/MEMO MONEY ORDER COMPANY MERCHANTS EXPRESS USA, INC/ MEMO MONEY ORDER COMPANY OF NY, INC, PERSONAL MONEY ORDER TRUST AGREEMENr TI-IlS AGREEMENT is made between MERCHANTS EXPRESS MONEY ORDER COMPANY, d/b/a MEMO, MEMO MONEY ORDER COMPANY, d/b/a MEMO, I\fERCII1\NTS EXPRESS USA, INC. d/b/a MEMO, Penn,;yIvania Cotpomtions or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., d/b/a MEMO, a New York Cotpomtion, or any subsidiary d/b/ a/ MEMO CMEMO") and the indi\~duaI(s) and/or entities identified below, hereafter referred to as Trustee(s). In coru.'ideration of the mutual promises contained in this agreement and intending to be legally bound hereby, the parties agree as follows: Agency. MEMO appoints Trustee to act as a special agent of MEMO at each of Trustee's retail establishments approved for the sale of money orders issued by MEMO. It is CJ>-prcssIy agreed that MEMO and Trustee shall be irukpendent contraCtors and that the relationship between the Parties sha1I not constitute a partnership, joint venture or agency (other than as c.,,-pressIy described herein). Neither MEMO nor Trustee shall have the authority to make any statements, representations or commit:rnents of any kind, or take any action, which shall be binding on the other, without the prior consent of the other IJarty. Trustee aecq'ts such appointmL>fit in accordance with the teons and conditions specified in this Agreement and in the attached Rider herein incotpomted and made apart hereof. Trust Relationship, Trustee shall receive and hold in trUSt for MEMO all blank money order.; deliver<:d to Trustee by MEMO and all money received by Trustee from the sale of money orders, including without limitation the money order fees ~'Stablished by MEMO from time to time l'trUSt funds"). Trustee shall hold the trUSt foods separate and apart from other funds of Trustee. 'Ine failure of Trustee to hold trUSt funds separate and apart from any other funds of the Trustee shall, at the option of MEMO, be a breaeh of this Agreement entitling MEMO to inunediate possession of any accolU1t or accounts into which funds received for money order sales from consumers have been deposited and such other remedies, including tennination of this AgreernL>fit, as are provided for herf:in. Money Order Fees. In considetation of the services rendered to Trustee by MEMO, Trustee shall pay MEMO a fee C'Money Order Fees") specified in the attached rider. Money Order Fees may be modified by MEMO at any time upon thirty (30) days prior notice to Trustee. Mate~ Supplied by MEMO. For the sole purpose of selling money orders pun;uant to this Agreement, MEMO will supply Trustee with the following. A An adequate supply of serially numlx.=l blank money orders. B. An agency installation kit containing the supplies and training material required to implement and maintain a money order agency. C. A mon~1' order imprinter of the quality neces.o;ary to imprint the money order dollar value firmly into the money order so as to inhibit the alteration of any item 'The money order disp~'nser shall be progrnmm~-d by MEMO to indicate Trustee I.D. number on imprinted money orders. Such money order imprinters shall at alllimcs continue to be the sole property of MEMO and shall not be removed from the Trustee's retail establislnnent where it was originally installed by MEMO. Any other money order dispensers not owned by MEMO and used by Trustee to imprint money orders must be approved by MEMO. D. RcguIatory postings, signs, posters, window decals and other promotional materials, all of which Trustee agrees to display at all times. Right to an Accounting. Notwithstanding any other provision of this Agreement, MEMO shall have the right, at all reasonable times, with or \vithout notice, to access Trustee's prt:mises and to iru.-pect and perform an accounting of, or cause its employees or agents to inspect and perform an accounting of, the cash receipts, Money Order Fees, the accounting (store) copies of money orders sold and the Trustee's inventory of unissued money orders. A charge will be assessed against Trustee to recover expenses incurred by MEMO when an audit is made due to Trustee's breach of this Agrc!.ment or if the audit dllicloscs a breach. (See audit fee/penalty fee schedule). Rules and Regulations. Trustee sha1I comply with the following roles and regulations: A. No money order shall be issued or sold to anyone in payment of any obligation of Trustee or used in any manner for Trustee's own purposes, except as aIIow~-d by MEMO. B. Only cash shall be acceptL-d as payment for money orders issued or sold. No check or ot:hl.>r paper transmitted or deposited by Trustee to or for MEMO sha1I constitute a remittance to MEMO lU1ti1 actually collected, MEMO to have the option in each case as to whether to deposit any such paper for collection. C. Trustee shall safeguard all unissued money orders and the money order imprinter with the highest degree of care. 'The care exercised in regard to money orders shall be at least as that applicable to cash. Trustee shall report to MEMO the serial number of each money order stolen or missing. and all other information relating to the event, immediately upon discovery of the fact, but in any event not later than twenty-four (24) hours prior to the money orders being presented for payment to MEMO so that payment can be stopped on such missing or stolen mon~1' orders. Such report sha1I be by telephone and immediately confirmed in writing Trustee shall be solely responsible for all losses arising from, and shall indemnify MEMO and hold harmless regarding any and all stolen or missing money orders as well as any money order imprinters issued to Trustee. Furthermore, Trustee sha1I be responsible for repair or replacement of any issued mon~1' order dispensers stolen or damaged as a result of misuse, negligence, abuse, lire or otherwise. Said responsibility and liability of Trustee shall not be limited by Trustee's compliance with the safeguarding. care. and reporting obligations set forth in this paragraph. D. Trustee shall at all times maintain a soW1d financial position and provid.e current financial information to MEMO as requested by MEMO. Trustee sha1I conduct operations so that the funds genemted from the sale of money orders will not be in jeopardy nor seem in the opinion of a reasonable person to be in jeopardy and shall cease the issuance of money orders and notify MEMO irrunediately, should such jeopardy arise. Notification to MEMO sha1I be made promptly by telephone and immediately confirmed in writing. "Sound Financial Condition" shall mean that there has been no material adverse change in the business, opemtion.<;, condition (financial or otherwise) or prospect:!; of the Trustee and that neither Trustee or any Guarantor has become insolvent, generally unable to pay its debts as they become due, invollU1tari\y suspended tranSaction of its business, made a general assignment for the benefit of creditors, instituted a proceeding described in Paragraph 7B or consented to any such order for relief, declaration, finding or relief described therein, institute a proceeding descnbed in Paragraph 7B or con.<;ented to any .uch appointment or to the taking of possession by any such official or all or any substantial part of its property, whether or not any such proceeding is instituted, or has taken any action in furtherance of any of the foregoing. A lack of sound financial condition shall also include when Trustee fails to pay, on the date which the same is due, any sum pa}'llble hereunder or fails to pay its creditor.; generally or makes representations to MEMO or to other creditor.; that it must delay any such paymmt lU1der conditions which, in the sole discretion of MEMO, it appL'arS that Trustee is no longer in a sound financial condition E. Trustee shall provide MEMO by facsimile transmittal or registered mail three (3) weeks advance notice of proposed change(s) in the ownership of either Trustee's business, the management of Trustee's business, the sale of fifry-one percent (51%) or more of Trustee's assets, or the entry into or termination of business affiliated with Trustee. Transactions included within this paragraph 6(E) include transfer of stock of Trustee, sale of partnership, interests, limited liability company or partnership's interest or any similar transaction which effects a change in ownership or control of Trustee. No such transaction shall be approved until any successor entity, if any, has entered into appropriate documentation, including a trust agreement. No transaction, discussed in this subparagraph, shall be effective without the prior written approval of MEMO. Any attempt by Trustee to effect such a transaction without MEMO approval shall be void, ab initio as to MEMO. If Trustee fails to give such notification, Trustee, as well as its successor, shall remain liable for the payment of all sums and the performance of all duties required by the Agreement. Any change of ownership or other assignment within the meaning of this paragraph shall bind Trustee's successor or assignee to the terms and conditions of this Agreement. F. At all of Trustee's retail establishment including those newly opened or aajuired, Trusn:e shall sell only MEMO money orders. Trustee must provide MEMO with at Icase 90 days notice of its intent to close its cum.'f1t retail location and to reopen at another location. G. Trustee shall sell MEMO money orders only at Trustee's specifically approved places of business or future place of bu,;iness as approved by MEMO. Trustee shall not appoint and / or offer the S<.'l'Vices at or to any entity not a party to this agn.unent H. TrustL'C shall rt.main open during the course of normal business hOtll'S for the duration of this agreement Failure to do so shall constitute a breach of this agreement I. No funds n.'ccived by Trustee shall be subject to attaclnnent, levy of execution, or sequestration by order of any court, except for the ocllefit of MEMO. J. Trostel' is prohibited from lU1authorized use of MEMO's name,logo, trademark and/or service mark without MEMO's prior wotten consent Term of Agreement. 'lhe term of this Agrc~mcnt shall run for a pL-riod of five (5) years from the date of this Agreement and shall renew automatically for successive five (5) year periods. Aft~'! the initial five-year term of this Agrc!.'l1'lt1lt, Trustee may terminate this Agreement upon SLX (6) months prior written notice to MEMO, and MEMO may terminate this Agre~>ffiCl1t upon sixty (60) days prior writtm notice to TrusK'C. In the ~'Vent TrustL'C does not provide proper tennination notice, Trustee sha1I be responsible for lost fee income to MEMO for the duration of the contlllct in eff~'Ct. I ;ee income shall be calculated using' f rustecs most recent 1 ()..w~'Ck saks average. NOl\vithstanding the foregoing. MEMO may tenninate this Agreement at any time, or any location coven.-d by this agreement, ilTl/TlL-diately and \vithout notice, and/or enter judgmt.llt according to the provisions of Paragraph 11 hereof, upon the happening of any of the following events: A MEMO or its designated check-ckaring banking C~llter does not rt.wve the accolU1ting doullTlL>fitation or payment of trUSt funds (1I1cluding money order sales procet.-ds and mon~1' ordt.'! fe~'S), within the time pL-riod and on the K'ffilS specified in the Rider to this Agret.'ITlLllt B. Trustee or any Guarantor commits any act of insolvency, or upon the filling by Trustee or any Guarantor of any petition under any bankruptcy, reorganization, insolvmcy, or momtorium law, or any law for the relief or, or relating to debtors; or the filling of any invollU1tary petition again,t Trustee lU1d~'[ any bankruptcy statute, or the appointm<.'f1t of a rec~-iv~'[ or trUSt~'C to take posses. ion of the prop~>rty or assets of'I'OIstL'C; or the .ubjcction of any' f rustee's property or assets to any levy, s~izurc, assigrunent or sale for or by any creditor or g<)\'~'ffiITlL'l1ta1 agency. C. 'Ine non-performance by TrusK'C of any obligations ofTrustcc pursuant to this Agnx:mcnt '1 he happming of any of the foregoing eV~llts shall be a default lU1der this A!,'l'(.'{.'ffimt and, \vithout any notice from MEMO, constitute a default lU1der any and all agrcemmts ofTrust~'C and/or Trustee's guarantor(s) with any other related company. In the cvmt MEMO Knninatcs this agreClTlLllt due to a default, TrustL'c shall be =-pon.ible for lost fee income to MEMO for the dumtion of the contmct in effect - Tennination. Upon the L"'piration or tennination of this Agrc<.mcnt, Trustee immL-diately shall deliver to MEMO all cash n.'ccipts from the sale of money orders, money order feL'S due MEMO, accounting (store) copies of monL'Y orders is.;ucd, the mo\1L'Y order imprinter and any and all malL'l'ia]s or docucn.'nts providL'Ll to Trustee by MEMO pursuant to this A{,'feL'ITlL'Clt, mcludu1g. but not limite'll to, all blank l'10nL'Y order fOlTlls. All obli!,ration, covmants, liabilities, and indLmnitiL'S ofTrustL"e hereunder shall .urvive the L''':pimtion or tennination of this A{,'fCLTllL'\1t A terrrunauon notice provide'Ll by ~mMO for any rL'aSon other than the e>.'fliration of this AgrcCffiL'Clt shall be effective as of the happc'l1ing of any such eVL'Clt causing tL-rmination undL'! par:1b>raph 7 hL'!L'Of or upon the L'\1try of confessed judgment, whichever f!CSt occurs. A. In its sole discretion and not withstanding any othL-r provision of the agreement to the contrnty, MEMO may immediately terminate this \ocatiOl1 or any location coverL'Ll by this :J!,'fCCffi(.'Clt in the L"'ent MEMO determines that compliance with this agrcemcnt would cause MEMO or any of its affiliates to \~o\ate or potmtia1ly violate any local, state or fL'Llerallaw or re{,watiOl1 or any court ordL"!. 9. Confession of Judgment. Trustee hereby irrevocably authorizes and empowers any attorney or the prothonotary or Oerk of any court of record, upon or after the occunence of any event described in paragraph 7, to appear for and to confess or enter judgment against Trustee for the face amount of all money ordets sold putsuant to this Agreement, the applicable Money Order Fees, accrued interest thereon, interest expense not to eKceed eighteen percent (18%), and for any other swns due MEMO lUlder this Agreement, together with expenses and cost of suit and reasonable attorney's fees and said fees not to eKceed thirty percent (30%) of said amolUlt and sums, for collection as provided herein including all legal fees incurred in any Bankruptcy of Trustee. For such purpose, this Agreement or a copy hereof verified by affidavit by Trustee or on behalf of Trustee by said attorney, Prothonotary or Clerk, shall be sufticient warranL The remedies of MEMO as provided herein and the warrants obtained herein shall be enforced in accordance with the tenus of this Agreement and may be pursued singly, successively, or together at the sole discretion of MEMO and as often as occasion therefore shall occur. The failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The authority and power to appear for and confess or enter judgment against Trustee shall not be exhausted by the initial exercise thereof, and the same may be exercised, from time to time, as often as MEMO shall deem necessary and desirable, and this Agreement or a copy hereof shall be a sufficient Warrant therefore. One or more judgments may be confessed or entered in the same or different counties for all or part of the swns described in this paragraph. In the event any judgment entered against Trustee hereunder is stricken or opened upon application by or on Trustee's behalf for any reason whatsoever, then any attorney or the Prothonotary or Clerk of any court of record is hereby authorized and empowered to again appear for and confess or enter judgment against Trustee; subject, however, to the limitation that such subsequent entry or confession of judgment may only be done to cure any errors in prior proceedings, and only and to the extent that such errots are subject to cure in the late proceedings. Liability. Trustee, regardless ofTrustees freedom from 1lL-gligt.'\1ce or other fault, shall be abwlutely liable: A . 1'0 make remittance to MEMO of the face amount of all money orders sold, the applicable Money Order Fees, and all other monies due MEMO under this Agn.'Lment, regardless of the mysterious or nOl1-mysterious disappearance or loss of any funds from Trustee's possessiOl1 by reason of the honest or dishonest act of any person. act of God, or otherwise. B. To remit 10 MEMO the total amount of all sums of money that may be l"'-pended by or for MEMO in paying any money orders delivered by MEMO to Trustee that are subsequently presented for payment, whether or not MEMO is legally liable 10 pay the same. -Ibis subparngraph shall not apply to any money od-r as to which Trustee shall have fully perfonncd '1 'rustee's duties under this Agreement Indemnity. Trustcc shall indemnify, defL'\1d and hold hamuess MJ:o~O from and against any and all losses, damages. liabilities, claims, actioru;, suits, proceedings, judgments, assessments, fines, penalti(.'S, costs, interest, and e>.-pcnscs (including. but not limited 10, settlement cost and reasonable 1egal and accounting fees) suslllined by MEMO resulting from or arising out of any act or omission to act, whether honest, dishOl1CSt, ncgligcnt or otherwise by Trustee or Trustee's employees, agents, associates or representatives (whether within or without their scope of perfonnance). Security. As further consideration of appoinuncnt by M1~O as its agent, and in order 10 protect MEMO's property from conversion, Trustee hereby grants to MEMO a continuing security interest in TrustL'C's bank account, inventory accounts rca.~vable, assignment oflease, and fixtures at all Trustee locations. Trustee agrees 10 execute all documents necessary to create or perfect such sc'CUrity interest, including. but not limitL'Ll to, rccod'Ll Unifonn Commercial Code-Financial Statement (OCC1(s)) filJings. Furthennore. MEMO rL.,;erves the right to require additional coIlatcra\, as it dL'CffiS necessary for ongoing approval and for the duration of the Agrccmcnt In the event Trustee changes ownership in Trustee's business in any transaction similar to those set forth in paragraph 6(Ej hereof, without prior notice and approval by MEMO as set forth therein, Trustee hereby grants a security interest in the proceeds of any such transaction until such time as an approved trust account is rL'-CStablishLU Notices. Except as otherwise stated, all notices, correspondence, and conununications under this Agreement shall be in writing and addressed as follows: MEMO P.O. Box 8863 Camp Hill, PA 17001-8863 Choice of Law. This agreement shall be constnlL'Ll unde"! and in accordance with the laws of the Commonwealth ofPenru.ylvania, disregarding any rules relating 10 the choice or conflict of laWs. 'lhe parties consent to vmue and personal jurisdiction in Cumberland County, Pennsylvania, or, in the case of MEMO's exercise of rights under paragraph 11 hereof, in any other court of record in pennsylvania or elsewhere. Compliance with law. Trustee shall abide by (and cause its officers, principals and employees 10 abide by) all federal, state and local laws and regulations applicable to TrusteeS business and services provided. 'Ibey are to include but arc not limited to: (a) State Licensing Laws; (b) the Bank Secrecy Act and its reguiations; (c) Federal cash reporting requirements and regulations; (~ State Currency n:porting requirements; (e) Federal and/or State anti-money 1aundering laws and all rules and regulations; (Q all applicable state money transfer or sale of check laws and regulation; (g) all fL'Lleral and state privacy laws and regulations; (11) the USA Patriot Act Non-Waiver. The failure of MEMO to enforce any provision of this Agreement or its failure to declare a default under this Agreement shall not constitute a waiver or any breach or of any provision of this Agrcemmt and shall not prejudice the right and/or power of MEMO to proceed as fully as if it had not failed to enforce any provision of this Agreement EnforcemenL In the eVL'Clt of default under the te1TlIS of this Agreement. Trustee agn:es that MEMO sha1I, in addition to all rights it might have under the law, have the right of seeking ,'peciti~-d perfonnance in the court of equity. Furthennore, Trustee agrees 10 consent to the jurisdictiOl1 of a court of equity regarding the enforcement of this Agreement and/or the enforcement of MEMO(s) rights in the L'vent of any default by Trustees. Cost ofEnforcemenL Trustee shall pay, on demand by MEMO, all costs and expenses including reasonable attorney'S fees incurred by MEMO in connectiOl1 with the L.nforcement of this Agrccmcnt 19. ConstruCtion. All references in this AgreernL'Clt in the singular shall be construed to include the plural where applicable and the masculine shall include all other gL'Clders. All COVL'\1at1ts, agn.~'flts and obligations in this Agreement assumed by Trustee shall be, and shall be deemed to be, joint and several convcnants. Headings of the paragraphs of this Agreement are for cOl1vcnience only and do not limit, expand, or othcrwi.-;e construe the provisions or contents of this Agreement 20. Entire AgreemenL This Agreement, together with all attachments and riden;, related security documents and .uch rules and regulations as may be promulgatL'Ll by MEMO for the issuance of money orden; from time to time, shall constirute the entire agreement between the parties hereto. There are not other agreements or understandings, written or oral, betwL'CIl the parties with rL'SpL'Ct to the subj(.'Ct mattL'f of this Agreement 'Ihere shall be no modifications, amendments, or lIItemtions 10 this Agn.'ement unless agn.-ed to in writing. signed by all parties. 'Ibis Agrc<.'ffiL'fIt shall bind and inure to the lx.1lCfit of the parties, their respective heirs, successors, representatives and proper assigns. MEMO and Trustcc understand that a compk:ted telefa.x Signarure is as valid as the original. 21. Time of the Essence. Time is of the essence in this Agreement and the Rider. WARNING _ BY SIGNING THIS PAPER, YOU GIVE UP YOUR RlGlIT TO NOTICE AND COURT TRIAL IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOur YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLEct FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH AGREEMENT, OR ANY OTHER CAUSE, Date: 4/6/2006 IF TO MEMO: IF TO TRUSTEE: See attached Ride"! TRUSTEE C,01pomte/StoreName Lucky Food Mart ._;-\\~\\. 1\' Signature' I I ,\ Tide Owner MERCHANTS EXPRESS MONEY ORDER COMPANY / MEMO MONEY ORDER COMPANY / MERCHANTS EXPIU~S USA, INC. MEMO MONEY ORDER COMPANY OF NY, INC. A"Lit&P~ Marketing Coordinator TrustL'C signature(lndividual) ) By Trustee Signature(lndividual) ':\.' ,_: ;11 .1) .1 ,:.,:... ;:... . IY 0"'01>", \3.21X)'> . I'rustet.' Si{,>nature(lndi\'idual) '1 'rustee Sign.'lture(lndi\'iuual) Title MERCHANTS EXPRESS MONEY ORDER COMPANY MEMO MONEY ORDER COMPANY MERCHANTS EXPRESS USA, INC. MEMO MONEY ORDER COMPANY OF NY, INC. PERSONAL MONEY ORDER TRUST AGREEMENT REMITTANCE BY ELECTRONIC FUNDS TRANSFER This Rider is an integral part of the Personal Money Order Trust Agreement being executed by the parties simultaneously herewith. Any changes to this Rider shall serve as an authorized addendum to the original Trust Agreement when properly executed by both parties. TRUSTEE: Corporate/Business Name Lucky Food Mart Street Address 500 S. Edgewood Avenue City Jacksonville State ~ Zip Code Telephone Number (904) 389 - 1818 Fax Numbek.j(.'-l):-'i <:;;1-;1146, Agent Number 32205 Legal Entity: Q Corporation Q LLC o Partnership ._:0-. Sole Proprietorship MONEY ORDER FEES: Money Ord~r fees shall be based upon the average weekly volume of 40 Money Orders sold by Trustee. Trustee's Money Order fee shall be $ 0.195 per item at a maximum retail selling price of $ 0.39 . Additionally, a money order dispenser fee of $ 23.00 per week/month shall apply plus applicable taxes. Weekly money order dispenser fees shall be included with Trustee's last (if applicable) regular weekly ACH draft. Monthly money order dispenser fees shall be included on the next regular weekly ACH draft following the last calendar day of a particular month. The minimum monthly revenue generated by Trustee's account must equal $ N/A per month. The difference between the minimum monthly revenue and a combination of per item money order fees/money order dispenser fees will be calculated monthly, reported via debit transmittal notice approximately three weeks following the close of a calendar month, and will be drafted one week thereafter as part of Trustee's regular ACH draft. Money Order fees may be modified by MERCHANTS EXPRESS MONEY ORDER COMPANY, d/b/a MEMO, or MEMO MONEY ORDER COMPANY, d/b/a MEMO, MERCHANTS EXPRESS USA, INC. d/b/a MEMO, Pennsylvania Corporations, or MEMO MONEY ORDER COMPANY OF NEW YORK, INC., d/b/a/ MEMO, a New York Corporation ("MEMO") at any time upon thirty (30) days notice to Trustee or when MEMO's ten week sales analysis indicates per item weekly volume not consistent with MEMO's fee rate schedule. PROCEDURE FOR SALE OF MONEY ORDERS: Trustee shall sell money orders stricdy pursuant to the following procedures: A. Trustee shall sell only MEMO money orders in each retail establishment. Trustee shall ensure that the money orders are held secure at all times, and that such money orders along with the funds generated from such sales, will not be in jeopardy, nor seem in the opinion of a reasonable person, to be in jeopardy, and shall cease the issuance of money orders and notify MEMO immediately, should such jeopardy arise. B. Trustee shall sell money orders in strict numerical sequence in accordance with the number printed on each blank money order. C. The face amount of any money order sold by Trustee shall not exceed the sum of $ $500.00 D. Trustee shall not issue a money order until such time as Trustee has imprinted the applicable amount on the face of the money order, utilizing only the imprinter approved by MEMO and no other imprinter; collected from the purchaser the face amount of the money order and an additional amount determined by Trustee's retail fee; and removed and retained the accounting (store) copy of the money order. E. If the money order imprinter is not in proper operating condition or properly inked, Trustee shall immediately report such fact to 1:lEMO's Help Line at 1-800-864-5246. F. MEMO may deliver blank money orders to Trustee, or to any agent, employee or representative of Trustee, by whatever means lVlEf..l0 deems appropriate, and 1-lEMO is authorized to receive and issue a receipt for blank money orders on behalf of Trustee. . TERMINATION: Upon termination, cancellation, or breach of the Trust Agreement by Trustee, Trustee hereby agrees to one day's written demand notice by MEMO to forthwith return by next day US mail or common mail carrier all Trust instruments in its possession, including but not limited to money order imprinting machines, all blank money order forms, the face amonnt and applicable money order fees due ~vlEj\fO to date, and all other outstanding balances due MEMO, along with any other materials supplied to Trustee by MEMO in accordance with the Trust Agreement (hereinafter "Trust Property"). In the event that Trustee fails to return such items upon one day's written demand, Trustee hereby authorizes MEMO or its representatives or appointed designees to appear at Trustee's place of business and peaceably obtain custody of all such Trust Property listed herein. The costs of any repossession by MEMO shall be borne exclusively by the Trustee. TRUST FUNDS REMITTANCE: Any Trustee utilizing electronic money order dispensing equipment will be forwarded a weekly money order Sales Summary Report, prior to the close of the sales reporting day. The weekly money order Sales Summary Report will reflect money order sales for the applicable reporting period. SALES PERIOD: BEGINNING DAY ENDING DAY REPORTING DAY ACH/WIRE Monday Wednesday Thursday Friday Thursday Sunday Monday Tuesday Trustee will be provided all pertinent reporting information on the weekly money order Sales Summary Report. As per predetermined schedules, MEMO will initiate an electronic transfer of funds due 'MEMO, including the face value of money orders sold, plus applicable fees due 'MEMO, from Trustee's bank acconnt to 'MEMO's bank atconnt. If Trustee's method of remittance is via wire, Trustee will initiate a wire transfer of applicable money order sales proceeds plus applicable money order fees from amount Trustee's money order Trust Account to the designated 'MEMO bank deposit acconnt prior to 2:00 PM on the designated remittance day. All funds due MEMO must be included with remittance when due. All outstanding statement balances due at this time must be included with remittance, including debits due 'MEMO and/or credits due Trustee. If Trustee changes banks and/or bank acconnts as identified in the Trustee's EFT agreement, Trustee shall immediately inform 'MEMO of such change by telephone and prompdy confirm in writing. This arrangement shall not be revoked nnless all funds due 'MEMO are paid in full. If Trustee did not sell any money orders during the Sales Period, Trustee must still remit payment for outstanding balances as notified by MEMO. All voided money orders must be voided through the electronic money order dispenser during the sale date only to avoid charges to Trustee's acconnt. If a voided money order is not voided in the money order dispenser, Trustee shall write, "NOT USED FOR PURPOSE INTENDED" on the backside of the original money order and deposit the money order into Trustee's bank account. If Trustee should write "void" on the face of the original money order, Trustee shall forward the original voided money order to the 'MEMO office and 'MEMO will issue a refund to Trustee in the form of a replacement money order. Trustee shall ensure that the electronic money order dispenser is available for 'MEMO to electronically transmit polling data on a daily basis. If the electronic money order dispenser does not poll consistently, Trustee must provide MEMO with the money order sales date manually as requested. Trustee ensures that the electric money order sales dispenser is always turned on and always promptly connected to a clear telephone line during electronic polling transmission times. WEEKLY ACCOUNTING AND REMITTANCE: On Monday and Thursday of each week, MEMO will calculate a weekly money order sales total from daily data obtained from Trustee via electronic polling transmission of the money order dispenser. MEMO will forward the weekly Money Order Sales Summary Report to Trustee as stated above. Trustee shall reconcile the weekly Money Order Sales Summary Report with its records and inform MEMO of any differences. Trustee must retain the acconnting (store) copies at its location for a period of three months from the reporting period. Trustee shall forward the acconnting (store) copies to the MEMO office upon request. If the acconnting (store) copies are not requested during the three month retention period, Trustee shall discard the acconnting (store) copies at its own discretion. TRUSTEE 'MERCHANTS EXPRESS MONEY ORDER CO. MEMO MONEY ORDER COMPANY. MERCHANTS EXPRESS USA, INC. MERCHANTS EXPRESS MONEY ORDER COMPANY OF NY Corporate/Store Name Luckv Food Mart Signature .~S\ H 1\ \J H f~L \ .\' Signature Atdo-f'~ Title MarkAting Coordinator Title Owner Date 4/6/2006 Date I i '-f / 1// / C L,./ ELECTRONIC: August 26, 2004 - MERCHANTS EXPRESS MONEY ORDER COMPANY - MEMO MONEY ORDER COMPANY MERCHANTS EXPRESS USA, INC. _ MEMO MONEY ORDER COMPANY OF NY, INC. PERSONAL INDEMNITY AND GUARANTY Inrending '0 '" \,gilly bonnd "'reby, ,.d m oRkt to mdue' MERQ-IANTS EXPRESS MONEY ORDER COMPANY, dlbl a! MEMO, MEMO MONEY ORDER roMP ANY, d/b/ aI MEMO MERaIANTS EXPRESS USA, INC d!b/ a MEMO, Pennsylvania COtPOta"o"" Ot MEMO MONEY ORDER COMPANY OF NEW YORK, INe, , N,w Yotk Cotpotacioo, ot wy ,ub<idiaty dlbl a! MEMO ("MEMO") to sign that certain Personal Money Order Trust Agreement, Rider and amendments or changes thereto as may be in effect from time to time (collectively the" Agreement") with: CDrporate/Business Name Street Address 500 S. Edgewood Avenue City Jacksonville State FL Zip CDde 32205 and m w",Uktatioo of "' '0 doing, "" Undmign<d, jomrly ,.d ,,,,,tally, w.olure1y ,od unconditiOtnilly, P'""o.ny guatanre, ,.d become surety for Trustee's full performance of the Agreement, including without limitation the prompt and punctual payment of all amounts becoming due from Trustee to MEMO thereunder, and shall indemnify and hold MEMO harmless against any and all damage, loss expense (including attorney's fees) and! or liability sustained by it by reason of or related to Trustee's failure to perform the Agreement. 1'h< Agt",oen' may '" modif~d by MEMO and T """" without not;", to tbo un<k"igned ,.d withou' .!I<Cting tbi> G""""Y' MEMO may ,010"" tlm Guanmty 'l:,u", tb, un<k,,;g.<d m "" Court of Commoo pk", of Qunb<tbn<I County, P,,,,,,}lvania (to whitb ."",diction of ,00 Court tbo Umk"ign<d t<,,,,,,...), " ",n " m any o,"'t wurt ,.d ,tat< havmg juriWittioo, wbethet ot not any "tion " ever taken by MEMO against Trustee. The Undersigned hereby waive all notices whatsoever with respect to this Guaranty except for notice of demand for payment from the Und,";g.<d. 1'h< Umk"ignw "'reby w""m to "" uking of, Ot "" f,;jure to """, from tUn< to tUn< without noti" to tbo Undersigned, any action of any nature whatsoever with respect to the Agreement, including but not limited to any renewals, extensions, modifications, postponements, compromises, indulgences, waivers, surrenders exchanges, releases, and failure to pursue or preserve rights ,gom,t ,ny 1""00, and tb, Und,,,igned ,hall re",,", fully li,bl, b,reon notwitbotanding any of tbo foregoing. Exe,pt" provnkd ru,rein, the Undersigned hereby waive all defenses whatsoever to the Undersigned's liability hereunder except the defenses of (1) payment, and (2) lack of notice as required in the Agreement. Upon M,ult hereundot, "" Un<k"ig",d ru,reby,utbonz" and ,topo"," i=vocably t'" Promono'''J' ot any Cktk Ot any ""'mer of any tOurt of n=td of p,...}lvania Ot ,k<Wlrere to '1'1"" 1M ,.d to wol,,, judgm<m ogaino;t tbo Undmign<d fot ill ""om'" doe b,reun<\<t, 1'1", ~I t"''' of ,uit, kgo! inrere" to dare, ,.d ,1UrtY P'""n' (30%) added fot ""'''''1''' f""" rek"ing ""''', woiving "ay of execution, and authorizing the immediate issue of a writ of execution, all in accordance with the Pennsylvania Rules of Civil Procedure. For such purpose, this Guaranty or a copy hereof verified by affidavit by the Undersigned or on behalf of the Undersigned by said prothonotary, derk or attorney, shall be sufficient warrant. The authority and power to appear for and to confess or enter judgment 'g,u", tbo Und<"ign<<! ,hall not'" ,xhau.ral by tb, initi~ """'''' """"f; "" ,"'" may'" """,,,,d, from tUn< to tUn<, " olren " MEMO shall deem necessary and desirable, and this Guaranty shall be a sufficient warrant therefor. The Undersigned acknowledge that by authorizing MEMO to confess judgment hereunder, the Undersigned have waived the right to notice in a prior judicial proceeding to determine their rights and liabilities. This Guaranty is given in connection with and evidences the obligation of the Undersigned to make payment in connection with a commercial transaction. This Guaranty is irrevocable and shall be binding and operative until such time as MEMO shall have been paid all sums owed to it under the Agreement and that may arise pursuant to this Guaranty. This Guaranty shall be governed by and construed in accordance with the laws of the CDmmonwealth of Pennsylvania, disregarding any rules relating to the choice or conflict of laws. Lucky Food Mart WARNING _ BY SIGNING TillS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU 00 NoT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOVI' YOUR PRIOR KNOWLEDGE, AND THE POWER OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY Q.AIMS YOU MAY HAVE AGAINST THE CREDITOR, WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON illS PART TO CDMPLYWITHAGREEMENT,ORANYoTHERCAUSE. 1\' / I~~ 1 \ H..f t (,! \, \ ;\' >. \ \ \ !) ii' Guarantor's Signature Guarantor's Sign~e l~pouse) " ._".. I _) \ 11'- t. \ Print Guarantor's Name \.:\.. . C~ ~, "'-, Print Spouse's Name '''-'' '-i '-~.' " :. ) ,.1- ..1- too: "',,~' "j ,-" " ..~, \ '..' t.. \ ,. i C'. ::'~,'-i (, Home Address Home Address - ) /: I Gty I:':':"~;" , I t \ I'.' r:r State 'J"', ' I . Gty State Zip CDde Zip CDde I I / : I I 1<' , , , Date Date '<If not married, please indicate by affixing "N/ N' on line for second Guarantor's signature. November 7, 2002 t ;:d ~ (') I"..,) 0 c,::) c c::::l "Tt ~ ~ CI' --() ""t'rn 0 ~:n rr!n~' M . ..,,' .,. . --l ,- & tT..~... ........' ;8~ ~;M'-.-- - .,;r'....... L g ~~:~,: m <.:::> \ ........ Cr.O) ::;:Jf, ~ :::~. -~ -U --- '1 elf :x 0-- V ~t..:) '"",(") l c: w (-3m ~ ~ ~ .. ~ \.0 ~ " f?' "<) ~ f'.. 1:-