Exhibit 10.45




CONTRACT
OF SALE





This
AGREEMENT is made as of the 12th day of May 2008 by and between, Doswell
Virginia Properties, Inc. ("DVP"), a Delaware corporation with offices located
at c/o Austern & Austern, P.C., 2 Taconic Court, P.O. Box 558, Wading River,
New York 11792, All American Plazas, Inc. ("Plazas"), a Delaware corporation
with an address at 2210 Camp Swatara Road, Myerstown, Pennsylvania 17067 (DVP
and Plazas are hereinafter collectively referred to as the "Sellers") and
T.S.O., Inc., a Virginia corporation and or its assigns, with an address at
10222 Kings Dominion Boulevard, Doswell, Virginia 23047 (the
"Purchaser").





WITNESSETH:





WHEREAS,DVP is the owner of
certain property together with the buildings and improvements erected thereon
known as at 10222 Kings Dominion Boulevard, Doswell Virginia 23047 (the
"Property"); and




WHEREAS,Plazas leases the
Property from DVP for the purpose of operating thereon a truck stop plaza
business known as Doswell All American Truck Stop Plaza (the "Truck Plaza
Business"); and




WHEREAS,the Sellers desire to
sell to the Purchaser and the Purchaser desires to purchase from the Sellers the
Property and the assets of the Truck Plaza Business upon and subject to the
terms and conditions hereinafter set forth below.




NOW, THEREFORE,the parties
hereby agree as follows:





ARTICLE
1


SALE AND
PURCHASE





1.1Sale.Sellers agree to sell
and convey, and the Purchaser agrees to purchase the following:




(A)The Property, including
the land with the buildings and improvements erected thereon as more
particularly described in Schedule A annexed hereto and made a part hereof. This
sale includes all right, title and interest, if any, of DVP in and to any land
lying in the bed of any street, roar or avenue opened or proposed, in front of
or adjoining the Property, to the center line thereof, and all right, title and
interest of DVP in and to any award made or to be made in lieu thereof and in
and to any unpaid award for damage to the Property by reason of change of grade
of any street; and DVP will execute and deliver to Purchaser, on closing of
title, or thereafter, on demand, all proper instruments for the conveyance of
such title and the assignment and collection of any such award.









Title to
the Property is being sold and conveyed subject to:


(i) Zoning
regulations and ordinances of the city, county, town or village in which the
Property lies which are not violated by existing structures.




(ii) Consents
by DVP or any former owner of the Property for the erection of any structure or
structures on, under or above any street or streets on which the Property may
abut.




(iii) Encroachments
of stoops, areas, cellar steps, trim and cornices, if any, upon any street or
highway or any other property which the Property may abut.




(B)The following
assets:





(i) All
fixtures, machinery, equipment, tools, spare parts, furniture, office equipment,
computer hardware, supplies, materials and other items of tangible personal
property used by Plazas in the Truck Plaza Business as set forth in Schedule
1.1(B)(i) annexed hereto and made a part hereof;




(ii) all
intangible assets used by Plazas in connection with the Truck Plaza Business
including going concern value, goodwill, telephone and telecopy listings as set
forth in Schedule 1.1(B)(ii) annexed hereto and made a part hereof;
and




(iii) except as
otherwise provided, all transferable operating permits, or tank permits, and
other permits, licenses, filings and other governmental authorizations and
agreements, all assignable contracts, including vendor contracts, billboard
leases, service agreements and like contracts and agreements associated with the
operation of the Truck Plaza Business which are set forth in Schedule 1.1(B)
(iii) annexed hereto and made a part hereof. Purchaser acknowledges and warrants
that it is aware that the diesel and gasoline supply agreements relating to the
Truck Plaza Business are not transferable to Purchaser and that Purchaser shall
be solely responsible for arranging for new agreements for the delivery of all
fuel with its diesel and gasoline suppliers.





All of
the assets used in connection with the Truck Plaza Business to be transferred to
Purchaser hereunder are herein referred to collectively as the "Truck Plaza
Assets." All of the Truck Plaza Assets shall be transferred subject to normal
wear and tear and without warranties of any kind, whether expressed or implied,
other than warranties of title, and are sold "AS IS, WHERE IS", WITH ALL FAULTS
AND DEFECTS" and "WITH NO REPRESENTATION OR WARRANTY AS TO CONDITION,
MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE", WHETHER
EXPRESS, IMPLIED OR STATUTORY. As used in this Agreement, "Lien" shall mean any
conditional sale agreement, charges, defect of title, easement, encroachment,
encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation,
restriction, security interest, title retention, or other security arrangement,
or any adverse right or interest, charge, or claim of any nature whatsoever
of, on, or with respect to any property or property interest, other than liens
for taxes not yet due and payable.




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Notwithstanding
the foregoing, the transfer of the Truck Plaza Assets pursuant to this Agreement
shall not include the assumption of any Liability related to the Truck Plaza
Assets unless Purchaser expressly assumes that Liability pursuant to Section
1.3. For purposes of this Agreement, "Liability" shall mean any direct or
indirect, primary or secondary, liability, indebtedness, obligation, penalty,
cost, or expense, claim, deficiency, guaranty, or endorsement of or by any
person of any type, whether accrued, absolute or contingent, liquidated or
unliquidated, matured or unmatured, or otherwise.





1.2Excluded
Assets.Seller's income tax
records, corporate minute books and stock records of Sellers are not part of the
sale and purchase contemplated hereunder, are excluded from the Truck Plaza
Assets, and shall remain the property of Sellers after the Closing. This sale
shall not include the right to use the name or brand "All American". Sellers
prior to the Closing Date will remove any All American signage from the
Property.




1.3Assumption
of Liabilities.Subject to the terms and
conditions of this Agreement, at the Closing, Purchaser shall assume the
liabilities of Plazas (the "Assumed Liabilities") with respect to the Truck
Plaza Business arising after the Closing Date as set forth in Schedule 1.3
annexed hereto and made a part hereof. The Assumed Liabilities shall not include
any agreements, contracts or commitments that are not specifically identified
herein as Assumed Liabilities and except for the Assumed Liabilities of Plazas
set forth on Schedule 1.3 the Purchaser shall assume no Liabilities of the
Seller.




1.4Conditions
of Sale.The
Sellers' obligation to convey the Property and Truck Plaza Assets shall be
conditioned upon the approval of this Agreement by the Board of Directors of
Able Energy, Inc., the parent of Plazas.




ARTICLE2


PURCHASE
PRICE





2.1The
Purchase Price.The price for the
Property and Truck Plaza Business shall be Eight Million ($8,000,000) Dollars
(the "Purchase Price"), payable as follows:




(A)Eight Hundred Thousand
($800,000.00) Dollars (the "Initial Payment") upon the execution of this
Agreement by check, subject to collection; and




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(B)Seven Million Two Hundred
Thousand ($7,200,000.00) Dollars in cash, good Certified Check, Bank Draft or
Wire Transfer to the order of the Seller or their designee simultaneously with
the delivery of the Deed.





2.2Allocation
of Purchase Price.The Purchase Price shall
be allocated in accordance with Schedule 2.2. After the Closing, the parties
shall make consistent use of that allocation for all Tax purposes and in all
filings, declarations and reports in respect thereof; including the reports
required to be filed under Section 1060 of the Code (e.g., IRS Form 8594).The parties shall report the tax consequences of the transactions
contemplated by this Agreement in a manner consistent with the Purchase Price
Allocations, as determined pursuant to this Section and shall not take any
action or position that is inconsistent therewith.





ARTICLE 3
 CLOSING





3. 1Closing.Subject to the
satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof (or the
waiver thereof by the party entitled to waive that condition) the closing of the
sale and purchase of the Property and Truck Plaza Assets to Purchaser (the
"Closing") shall take place at the offices of Sellers' attorney, Austern &
Austern, P.C. located at 2 Taconic Court, P.O. Box 558,Wading River, New York 11792at 10:00 a.m. on September 12, 2008(the "Closing Date") or at such other place or time as the parties may
agree.




3.2Sellers'
Closing Obligations.At Closing, Sellers
shall deliver or caused to be delivered:





(A) A Deed to
the Property in the usual and customary form of a deed utilized in the
Commonwealth of Virginia, suitable for recording and shall be duly executed and
acknowledged so as to convey to the Purchaser the fee simple of the Property,
free of all encumbrances, except as stated herein, and shall contain the
covenant required by Subdivision 5of Section 13 of the Lien Law. The delivery of the Deed by Sellers and
acceptance thereof by the Purchaser, shall be deemed the full performance and
discharge of every obligation of DVP to be performed hereunder, except those
obligations of Sellers stated in this Agreement to survive the
Closing.




(B) A Bill of
Sale for the Truck Plaza Assets duly executed by Plazas.




(C) Certified
copies of resolutions indicating that this Agreement and the transactions
contemplated hereby have been approved by the Board of Directors of each of the
Sellers.




(D) A
certificate indicating that the lease between DVP and Plazas for the Property
has been terminated and is of no further force and effect as of the Closing
Date.




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(E) Releases,
pay-off letters and UCC-3 termination statements from all persons holding
mortgages or liens on the Property or the Truck Plaza Assets.




(F) Duly
completed and executed certifications pursuant to Section 1.445-2 of the
Treasury regulations certifying that the Sellers are not foreign
persons.









(H)Such
other documents as the Purchaser may reasonably request.






3.3Purchaser's
Closing Obligations.At Closing, Purchaser
shall deliver or caused to be delivered:





(A) Payment
by wire transfer, certified or bank check for the balance of the Purchase Price
in the amount of $7,200,000 in accordance with Section 2.1 of this
Agreement.




(B) Payment
for all transfer taxes related to the sale of the Property and the Truck Plaza
Assets.




(C) Certified
copies of resolutions indicating that this Agreement and the transactions
contemplated hereby have been approved by the Board of Directors of the
Purchaser.




(D) Such
other documents as Sellers may reasonably request.





3.4Adjustments.The following
adjustments shall be made at Closing as of midnight on the day preceding the
Closing:





(A) Real
estate taxes, water charges and sewer rents on the basis of the fiscal or
calendar period for which assessed, except if there is a water meter on the
Property, apportionment at the Closing shall be based on the last available
reading, subject to adjustment subsequent to Closing when the next reading is
available. If the Closing shall occur before a new tax rate is fixed, the
apportionment of taxes shall be on the basis of the old tax rate for the
preceding period applied to the latest assessed valuation.




(B) The
amount of any unpaid taxes, assessments, water charges and sewer rents which the
Sellers are obligated to pay and discharge, may at the option of the Sellers be
allowed to the Purchaser out of the balance of the Purchase Price, provided
official bills therefor with interest and penalties figured to said date are
furnished by the Sellers at Closing.




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3.5Use of
Purchase Price to Pay Liens.If at the Closing Date
there may be liens or encumbrances on the Property or Truck Plaza Assets which
the Sellers are obligated to pay and discharge, the Sellers may use any portion
of the balance of the Purchase Price to satisfy the same, provided the Sellers
shall simultaneously either deliver to the Purchaser at the Closing instruments
in recordable form and sufficient to satisfy such liens and encumbrances of
record together with the cost of recording or filing said instruments; or,
provided that the Sellers have made arrangements with the title company employed
by the Purchaser in advance of the Closing, Sellers will deposit with said
company sufficient monies, acceptable to and required by it to insure obtaining
and the recording of such satisfactions and the issuance of title insurance to
the Purchaser either free of any such liens and encumbrances, or with insurance
against enforcement of same out of the insured Property or Assets. The
Purchaser, if request is made within a reasonable time prior to Closing, agrees
to provide at the Closing separate certified checks as requested, aggregating
the amount of the balance of the Purchase Price, to facilitate the satisfaction
of any such liens or encumbrances. The existence of any such taxes or other
liens and encumbrances shall not be deemed objections to title to the Property
or Truck Plaza Assets if the Sellers shall comply with the foregoing
requirements.




ARTICLE
4


REPRESENTATIONS AND
WARRANTIES BY SELLER





Sellers
hereby represent and warrant to Purchaser as follows:





4.1Organization
and Good Standing; Foreign Persons.Sellers are corporations
duly organized and validly existing under the laws of the State of Delaware.
Sellers have not received any notice from any governmental body alleging that
the Sellers were required to qualify to do business in any jurisdiction, nor has
Sellers' failure to qualify
to do business in any other jurisdiction caused Sellers any material adverse
consequences. Neither of the Sellers is a "foreign person" as that term is
defined in applicable state and federal codes except to the extent that as
Delaware corporations each of the Sellers is a foreign corporation.




4.2Subsidiaries.Neither of the Sellers
has any subsidiaries and do not own, directly or indirectly, any equity or debt
investment in any entity (other than ownership of 5% or less of any class of
securities registered under the Securities Exchange Act of 1934, as
amended).




4.3Due
Authorization, Binding Obligation.Sellers have all
requisite power and authority to enter into this Agreement and to perform their
obligations hereunder and thereunder, and Sellers have authorized the execution,
delivery and performance of this Agreement by all necessary corporate action.
This Agreement has been duly executed and delivered by the Sellers, and is, and
upon execution and delivery will be, the valid and legally binding obligation of
the Sellers enforceable in accordance with its terms.




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4.4Governmental
Approval.The execution, delivery
and performance of this Agreement by the Sellers and the consummation of the
transactions provided for herein are not subject to the jurisdiction of, or
require the approval, authorization or consent of any governmental
body.




4.5No
Approvals or Notices Required; No Conflict with OtherInstruments.The execution, delivery
and performance of this Agreement by the Sellers, and the consummation of the
transactions contemplated hereby will not conflict with, nor will it violate or
require any consent or approval, filing or notice pursuant to any other
agreement, guarantee, contract or instrument by which the Sellers are
bound.




4.6Title.Sellers have good, valid
and marketable title to, and ownership of; the Property and all of the Truck
Plaza Assets; at the Closing Sellers shall convey to Purchaser good and
marketable title, free and clear of all Liens and encumbrances, to the Property
and all of the Truck Plaza Assets; and all documents required to convey such
title shall be executed and recorded as necessary.




4.7Licenses
and Permits.Sellers have all
necessary licenses, permits, consents and approvals (collectively "Permits")
from all appropriate governmental bodies required for operation of the Truck
Plaza Business, and there has occurred no default under any such Permits that
has any continuing effect, and there is no current default under any such
Permits. To Sellers' knowledge they have not received any notification or
communication from any governmental body (i) asserting that Sellers are not in
compliance with any of the laws, regulations or orders which such governmental
body enforces, or (ii) revoking or threatening to revoke any Permits. For
purposes of this Agreement, the term "Knowledge" means with respect to (i) an
individual that the individual is actually aware of such fact or other matter
and (ii) with respect to an entity that an individual who is serving or who has
served as a manger, director or officer of such entity has Knowledge of such
fact or other matter. This sale includes only Permits that are transferable to
the Purchaser.




4.8Environmental
Matters.Except as set forth in
Schedule 4.8, the Property and the Truck Plaza Business have been, and are in
compliance in all material respects with all applicable United States federal,
state, county or local statutes, laws, regulations, rules, ordinances, codes,
licenses and permits of any governmental body relating to environmental matters
and all other applicable Environmental Laws. To the best of Sellers' Knowledge
they have not received any written notice, report or other information regarding
any actual or alleged violation of any Environmental Laws (whether accrued,
absolute, contingent, unliquidated or otherwise), including any investigatory,
remedial or corrective obligations, relating to the Property or Truck Plaza
Business arising under Environmental Laws. For purposes of this Agreement,
"Environmental Laws" shall mean all United States federal, state, local,
statutes, regulations, ordinances, all judicial and administrative orders and
determinations, and all common laws concerning public health and safety, and
pollution or protection of the environment,
including without limitation all those relating to the presence, use,
production, generation, handling, transportation, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control, or cleanup of any hazardous materials, substances or wastes,
chemical substances or mixtures, pesticides, pollutants, contaminants, toxic
chemicals, petroleum products or byproducts, asbestos, polychlorinated
biphenyls, noise or radiation, each as amended and in effect as of the date of
this Agreement.




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4.9Intellectual
Property.The Sellers have, or
have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights,
licenses and other intellectual property rights and similar rights necessary or
material for use in connection with its operation of the Truck Plaza Business
(collectively, the "Intellectual Property Rights"). The Sellers have not
received a notice (written or otherwise) that the Intellectual Property Rights
used by the Sellers violates or infringes upon the rights of any other person or
entity. To the Knowledge of the Sellers, all such Intellectual Property Rights
are enforceable and there is no existing infringement by another person or
entity of any of the Intellectual Property Rights. This sale does not include
the right to use the "All American" name or brand.




4.10Tax
Returns and Payments.Except as set forth in
Schedule 4.10, the Sellers have duly and timely filed all tax returns that are
or were required to be filed by or with respect to the Property or the Truck
Plaza Business, either separately or as a member of a group of corporations or
other entities pursuant to applicable legal requirements and have paid all taxes
due or claimed to be due by any governmental body. To the best of the Seller's
Knowledge, all tax returns of Sellers were correct and complete in all material
respects and were prepared in compliance with applicable laws and regulations.
All taxes shown to be due and payable on such tax returns, any assessments
imposed, and all other taxes due and payable by or on behalf of Sellers on or
before the Closing have been paid or will be paid prior to Closing by Sellers as
applicable. There are no Liens for taxes on the Truck Plaza Assets and Sellers
have no actual knowledge of any assessment on the Property payable in annual
installments or any part thereof which has become a Lien on the Property. There
are no pending proceedings or appeals to correct or reduce the assessed
valuation of the Property. To the best of Sellers' Knowledge, no claim has ever
been made by an authority in a jurisdiction where the Sellers do not file tax
returns that they are or may be subject to taxation by that jurisdiction. The
Sellers to the best of their Knowledge have withheld and paid all taxes required
to have been withheld and paid in connection with any amounts paid or owing to
any employee, independent contractor, creditor, equity owner or other person.
Neither of the Sellers has been advised, has no Knowledge, nor should it have
any Knowledge, (i) that any of the tax returns of the Sellers have been or are
being audited as of the date hereof, or (ii) of any deficiency in assessment or
proposed judgment to the taxes of the Sellers.




4.11Employee
Benefits.Except as set forth in
Schedule 4.11, the Sellers are not parties to any "employee benefit plan" as
defined by the Employee Retirement Income Security Act of 1974, as amended
("ERISA").




(a) Sellers
have not at any time maintained, contributed to or had an obligation to
contribute to any plan that is subject to Title IV of ERISA.




(b) Sellers
have not at any time contributed to or had an obligation to contribute to any
Multiemployer Plan under Section 4201 of ERISA.





4.12Condition
of Assets.The Truck Plaza Assets
are being sold in their "as is" condition and Sellers make no guarantee
concerning the condition of any of the Truck Plaza Assets being sold. Sellers
have no Knowledge that any incinerator, boiler or other burning equipment on the
Property is being operated in violation of applicable law.




4.13Certain
Proceedings.There is no pending
proceeding that has been commenced against Sellers that challenges, or may have
the effect of preventing, delaying, making illegal, or otherwise interfering
with transactions contemplated by this Agreement. To Sellers' Knowledge, no such
proceeding has been threatened.




4.14No
Misstatements or Omissions.Neither this Agreement
or any representation or warranty by Sellers contained in this Agreement
contains any untrue statement of a material fact, or omits to state a material
fact necessary to make the statements or facts contained therein or herein not
misleading.




8




4.15Reliance.The foregoing
representations and warranties are made by Sellers with the knowledge and
expectation that Purchaser is relying thereon, and such representations and
warranties shall continue to and survive the Closing as provided herein in
Section 4.17 of this Agreement.




4.16Consents.After the Closing,
Sellers will cooperate with Purchaser, as is necessary to transfer any Permits
to Purchaser and execute any further documents necessary to allow Purchaser to
operate the Truck Plaza Business. Neither Sellers nor any of their officers,
employees, or agents shall take any action that would (a) result in a Lien on
the Property of the Truck Plaza Assets; (b) reasonably be expected to diminish
the value of the Property or Truck PlazaAssets after the Closing; or (c) that would reasonably be expected to
interfere with the business of Purchaser to be engaged in after the Closing
utilizing the Property and Truck Plaza Assets.




4.17Survival
of Representations and Warranties.No representations,
warranties or covenants herein as they pertain to the Property shall survive
delivery of the Deed to the Property to the Purchaser, and no action based
thereon shall be commenced subsequent to Closing and delivery of the Deed.
However, the representations of Sellers set forth herein as they pertain to the
Truck Plaza Assets shall survive the closing of this Agreement and continue in
full force and effect for a period of six (6) months from the date of
closing.




ARTICLE
5


REPRESENTATIONS AND
WARRANTIES BY PURCHASER





Purchaser
hereby represents and warrants to Sellers as follows:




5.1Organization
and Good Standing.Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of Virginia.




5.2Authorization;
Binding Obligation.Purchaser has all
requisite power and authority to enter into this Agreement and to perform its
obligations hereunder and thereunder. Purchaser has authorized the execution,
delivery and performance of this Agreement by all necessary corporate action,
and this Agreement has been duly executed and delivered by Purchaser and is the
valid and legally binding obligation of Purchaser, enforceable in accordance
with its terms.




5.3Noncontravention;
Governmental Approvals.(A) Neither the
execution, delivery or performance of this Agreement, nor the consummation of
the transactions contemplated hereby or thereby will, with or without the giving
of notice or the lapse of time or both, (i) violate any provision of the
certificate of incorporation or bylaws of the Purchaser or (ii) violate any law
or order or other restriction of any governmental entity to which the Purchaser
may be subject. (B) The execution and delivery of this Agreement by the
Purchaser does not, and the performance of this Agreement by the Purchaser and
the consummation of the transactions contemplated hereby and thereby will not,
require any consent, approval, authorization or permit of, or filing with or
notification to, any governmental body.




9




5.4Certain
Proceedings.There is no pending
proceeding that has been commenced against Purchaser and that challenges, or may
have the effect of preventing, delaying, making illegal, or otherwise
interfering with transactions contemplated by this Agreement. To Purchaser's
Knowledge, no such proceeding has been threatened.




5.5Acceptance
of Condition of Property and Truck Plaza Assets.Purchaser has inspected
the Property and, is fully familiar with the physical condition and state of
repair thereof and shall accept the Property, buildings and improvements thereon
and Truck Plaza Assets "as is" and in their present condition, subject to
reasonable use, wear and tear and natural deterioration between now and the
Closing Date, without any reduction in the Purchase Price for any change in such
condition by reason thereof subsequent to the date of this Agreement. Nor shall
the results of any inspections performed by Purchaser obligate the Sellers to
make any repair or improvement of any kind or nature.




5.6Reliance.Purchaser has made such
examination of the Truck Plaza Business, the operation, income and expenses
thereof and all other matters affecting or relating
to this transaction as Purchaser deemed necessary. In entering into this
Agreement, Purchaser has not been induced by and has not relied upon any
representations, warranties, or statements, whether express or implied, made by
Sellers or any agent, employee or other representative of Sellers or by any
broker or any other person representing or purporting to represent Sellers,
which are not expressly set forth in this Agreement, whether or not any such
representations, warranties or statements were made in writing or
orally.




5.7Payment
Funds.Purchaser represents and
warrants that the funds comprising the Purchase Price to be delivered to Sellers
in accordance with this Agreement are not derived from any illegal
activity.




5.8Environmental
Claims.Purchaser shall
indemnify and hold harmless Sellers for any post-closing environmental claims.
This clause shall survive the Closing Date for a period of two (2)
years.




5.9Confidentiality.Purchaser agrees to keep
every communication, document, information revealed by the Sellers during the
course of negotiations, due diligence, etc., confidential.




5.10Accuracy
of Representations.The representations and
warranties of Purchaser contained in this Agreement, contain no untrue statement
of a material fact and do not omit or mistake a material fact necessary in order
to make the statements contained therein misleading in light of the
circumstances in which they are made.




5.11Survival
of Representations.All of the
representations and warranties of the Purchaser contained in this Agreement
shall survive the closing of this Agreement and continue in full force and
effect for a period of six (6) months from the date of closing except for the
representations set forth in section 5.8 which shall surive the Closing Date as
provided therein.





ARTICLE 6


COVENANTS





6.1Due
Diligence.Purchaser shall be
entitled to a "Due Diligence Period" commencing on the date hereof and ending at
5:00 P.M. Eastern Standard Time on the 15th day following the date
hereof.




6.2Access to
Information.The Sellers agree that,
during the Due Diligence Period, the Purchaser shall be entitled, through its
officers, employees and representatives (including, without limitation, its
legal advisors and accountants), to make such investigation of the Truck Plaza
Assets and Sellers' ownership thereof and the Truck Plaza Business as it
reasonably requests and to afford Purchaser and its representatives reasonable
access, after appropriate notice to the Sellers' personnel, properties,
contracts, books and records and other documents, data financial and operating
information as Purchaser may reasonably request. Any such investigation and examination
shall be conducted during regular business hours and under reasonable
circumstances, and the Sellers shall cooperate fully therein. No investigation
by the Purchaser prior to or after the date of this Agreement shall diminish or
obviate any of the representations, warranties, covenants or agreements of the
Sellers contained in this Agreement.




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6.3Title
Report.After execution of this
Agreement, Purchaser, at its sole cost and expense, shall promptly order an
examination of title and shall cause a copy of the title report for the Property
to be forwarded to Sellers' attorney upon receipt. If Purchaser shall have any
objections to the state of the title such objections shall be made inwriting to counsel for Sellers within five (5) business days from receipt
of the title report. Sellers shall be entitled to a reasonable adjournment or
adjournments of closing for up to sixty (60) days for the purpose of removing
any defects in or objections to title noted in such title report and any other
defects or objections which may be disclosed on or prior to the closing date. If
a search of title discloses judgments, bankruptcies or other returns against
other entities having the same or similar to that of Sellers, Sellers will on
request deliver to the Purchaser an affidavit showing that such judgments,
bankruptcies or other returns are not against the Sellers.




6.4Environmental;
Engineering Reports.Purchaser shall have the
right to have the Property inspected during reasonable hours, after reasonable
notice to the Sellers, and to obtain the following inspection reports with
respect to the Property, at Purchaser's sole cost and expense. Purchaser shall
not disturb or interfere with the Truck Plaza Business and any scheduling shall
take that business and schedules relating thereto into consideration.
Purchaser's environmental specialists shall be permitted to perform subsurface
testing of soils and groundwater. However, in the event Purchaser and its
representatives intend to perform any testing that may damage or disturb any
portion of the Property, Purchaser shall request Sellers' written consent
therefor in a writing which shall describe exactly what testing will be
performed, where such testing will be performed and what damage is expected to
take place. Purchaser shall be solely responsible at its sole cost and expense
to restore the Property to the same or better condition than that which existed
prior to such testing taking place. In addition to the foregoing, in the event
Purchaser causes any damage to any other property or to public property,
Purchaser shall indemnify and hold Sellers harmless for the costs of restoration
thereof as well as for any legal fees, costs and expenses that may accrue to
Sellers.




(A)An Environmental Report
from a licensed environmental inspection laboratory or licensed engineer with
respect to the presence or absence of hazardous or toxic substances or
conditions at the Property including, without limitation, asbestos,
polychlorinated biphenyls, petroleum products and those hazardous substances
defined in the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. Section 9601 et seq., and all amendments thereto, including
without limitation, the Superfund Amendments and Reauthorization Act, 42 U.S.C.
Section 9601 et seq., the Hazardous Substances Transportation Act, 49 U.S.C.
Section 1802 et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901 et seq., as amended by the Hazardous and Solid Wastes Amendments of
1984, the Toxic Substances Control Act, 15
U.S.C. Section 2601 et seq., the National Environmental Policy Act 42 U.S.C.
Section 4321 et seq., Water Pollution Control Act, 33 U.S.C. Section 1251, et
seq., the safe Drinking Water Act, 42 U.S.C. Section 300f et seq., the Clean
Water Act, 33 U.S.C. Section 1321 et seq., and any and all State and Local
Environmental Laws of whatever kind or nature that may effect the Property and
the use thereof and any and all other rules, regulations or laws that may become
effective prior to the Closing Date hereunder.




(B) An
Engineering report from a licensed engineer with respect to the structural and
physical condition of the Property.




11


(C) Purchaser
shall cause the Environmental Report and Engineering Report to be delivered to
Sellers' counsel prior to the expiration of the Due Diligence Period. However,
if there is anything in either report that would cause Purchaser to consider its
right to elect to cancel the contract, then and in that event, Purchaser shall
be required to. notify Sellers within five (5) days of becoming aware of the
issue whether or not Purchaser has received its written report concerning same.
In that event, Sellers shall be entitled to a reasonable adjournment or
adjournments of Closing for up to sixty (60) days for the purpose of curing any
such defects disclosed in such reports.




(D) In the
event Purchaser shall (a) fail to have the Property inspected prior to the
expiration of the Due Diligence Period, (b) fail to object to the state of the
title of the Property in writing to counsel for Sellers within five (5) business
days from receipt of the title report, (c) fail to deliver a copy of the
Environmental or Engineering Reports to Seller prior to the expiration of the
Due Diligence Period, (d) fail to give the Sellers written notice within five
(5) business days from becoming aware of an environmental or engineering issue
which might tend to cause Purchaser to terminate the within Agreement, whether
or not a written Report has been received by Purchaser, or (e) fail to give
Sellers written notice terminating the Agreement prior to the expiration of the
Due Diligence Period, Purchaser shall be deemed to have waived the right to
cancel this Agreement based on the foregoing objections.





6.5Operation of the Business of
the Seller.





(A) Between
the date of this Agreement and the Closing Date, Purchaser will conduct the
Truck Plaza Business in the ordinary course of business on a triple net basis in
accordance with the terms of the Management Agreement to be executed by the
parties simultaneously upon the execution of this Agreement and the terms of
this Section. In the event of a conflict between this Section and the Management
Agreement the terms of this section shall prevail.




(B) Without
limiting the generality of the provisions of (a) above, the Purchaser
shall:




(i)  maintain
(A) customary business hours; (B) customary pricing and promotional programs;
(C) maintain necessary stock and inventory; and (D) shall not conduct any
liquidation or close-out sale;




(ii)  maintain
the fixed assets essential to Plazas' operations in good operating repair and
condition, subject to normal wear and tear, and make repairs and replacements in
accordance with prior practices;




(iii)  report to
Plaza concerning operational matters of a material nature and otherwise report
periodically to Plazas concerning any material changes to status of the
business, operations, and finances of the Truck Plaza Business;




(iv)  continue
to pay and satisfy liabilities in the ordinary course of business;




(v)  continue
to maintain in full force and effect or renew or replace all policies of
insurance now in effect which cover the Property and the Truck Plaza Assets or
the Truck Plaza Business and give all notices and present all material claims
under all policies of insurance in due and timely fashion;




12




(vi)  not enter
into any material leases or contracts for the purchase or sale of products,
utilities, or services, except (A) those made in the ordinary course of business
or (B) those which may be canceled without liability upon not more than thirty
(30) days' notice; or (C) with approval of Plazas;




(vii)  use best
efforts to preserve the business organization and Property and Truck Plaza
Assets to be transferred hereunder intact, including present operations and
relationships with lessors, licensors, customers and employees; use reasonable
efforts to preserve for Plazas the goodwill of Plazas' employees, suppliers,
customers, and other persons with whom the Sellers have business
relations;




(viii)  not enter
into any contract, agreement, or understanding with any labor union or other
association representing any employee; not enter into, amend, or terminate,
fully or partially, any benefit plan; and not withdraw any funds from any
benefit plan or trust or other funding arrangement maintained pursuant
thereto;




(ix)  except
for annual merit increases awarded to non-officer employees in the ordinary
course of business consistent with past business practices not authorize or
grant any wage or salary increase, otherwise directly or indirectly increase
post-Closing compensation to or for any employee, or agree in any manner to any
such post-Closing increase;




(x)  not
create or incur any indebtedness for borrowed money or assume directly or
indirectly any debt, obligation, or liability (whether absolute or contingent,
whether directly or as surety or guarantor, and whether or not currently due or
payable) which will exist after the Closing Date, except in the ordinary course
of business consistent with past business practices and policies and as required
for the operation of the Truck Plaza Business;




(xi)  not make
any material change in the accounting methods, practices, policies, principles,
or procedures of the Sellers, except as necessary to perform this Agreement,
without consulting with Sellers;




(xii)  not enter
into any lease, sublease, or contract, regarding the acquisition, leasing, or
occupancy of the Property, equipment, machines or other items relating to the
Truck Plaza Business except in the ordinary course of business or upon approval
of the Sellers;




(xiii)  not sell,
convey, lease, abandon, or otherwise dispose of, or grant, suffer, or permit any
lien or encumbrance upon any of the Truck Plaza Assets, except on arm's length
terms or in the ordinary course of business; and




(xiv)  not enter
into or modify in any manner any material contract to which Sellers are a party
except in the ordinary course of business, other than as contemplated in clause
(vi) above.




13




(C) Notwithstanding
the foregoing, nothing in this Agreement shall be construed to limit the rights
of the Purchaser to take actions or engage in transactions which are consistent
with the obligations under this Agreement.





6.6Notification.Between the date of this
Agreement and the Closing Date, Sellers will promptly notify Purchasers in
writing if Sellers become aware of any fact or condition that causes or
constitutes a breach of any of Sellers' representations and warranties as of the
date of this Agreement, or if Sellers become aware of the occurrence after the
date of this Agreement of any fact or condition that would (except as expressly
contemplated by this Agreement) cause or constitute a breach of any such
representation or warranty had such representation or warranty been made as of
the time of occurrence or discovery of such fact or condition. During the same
period, Sellers will promptly notify Purchaser of the occurrence of any breach
of any covenant of Sellers in this Article 6 or of the occurrence of any event
that is likely to make the satisfaction of the conditions in Section 7.1
impossible or unlikely.




6.7Risk of Loss;
Casualty.





(A) Until the
Closing Date, the risk of loss with respect to the Property and the Truck Plaza
Assets shall remain with the Seller.




(B) If, at or
prior to the Closing Date, there is any casualty, loss, damage or destruction to
the Property and any of the Truck Plaza Assets which has an aggregate value less
than $75,000, then this Agreement shall continue infull force and effect, and Sellers shall have the option either (i) to
restore the Property and/or Truck Plaza
Assets to substantially the same condition as existed immediately prior to such
casualty, which restoration shall be prosecuted with due diligence and without
regard to the amount of insurance proceeds, if any, paid or payable on account
thereof, or (ii) decline to restore the Property and/or Truck Plaza Assets, in
which event the parties shall proceed to Closing as and when provided hereunder,
except that Seller shall (a) assign to Purchaser at Closing all of its rights to
and interest in all proceeds of casualty insurance and business interruption and
other applicable insurance relating to the period from and after the date of
Closing payable on account of such casualty, and (b) pay to Purchaser at Closing
an amount equal to the full amount of the deductible applicable under such
insurance policies. If Seller elects to restore the Property and/or Truck Plaza
Assets, the Closing Date shall be extended to that date which is five (5) days
after such restoration is substantially completed, but in no event later than 90
days after the Closing Date (the "Outside Closing Date"), and in such event,
Purchaser shall proceed with Closing hereunder in accordance with the terms
hereof upon the earlier to occur of five (5) days after substantial completion
of such restoration or the Outside Closing Date (in which case Purchaser's
obligation to complete such restoration shall survive Closing and continue as a
post-closing obligation).




(C) If, at or
prior to the Closing Date, there is any casualty, loss, damage or destruction to
the Property and/or any of the Truck Plaza Assets which have an aggregate value
in excess of $ 75,000, Purchaser shall have the option, exercisable by written
notice given to Seller within ten (10) business days after Purchaser receives
Seller's written notice of such casualty and the estimated cost of restoration
(as provided in Section 6.7(F), below) to (i) terminate this Agreement, in which
event the Initial Payment shall be returned to Purchaser and the parties shall
be relieved of further liability hereunder, or (ii) proceed with the Closing
subject to such casualty, in which event this Agreement shall not be terminated
and the parties shall proceed to Closing as provided hereunder, except that
Sellers shall (a) assign to Purchaser at Closing all of its rights to and
interest in all proceeds of casualty insurance and business interruption and
other applicable insurance payable on account of such casualty, and (b) pay to
Purchaser at Closing an amount equal to the full amount of the deductible
applicable under such insurance policies.




14




(D) If Seller
elects to go to Closing as provided in Section 6.7(B) above or Purchaser elects
to go to Closing as provide in Section 6.7(C), above, the insurance claim
(except for business interruption or other applicable insurance relating to the
period prior to the date of Closing) shall be assigned to Purchaser, and there
shall be no other abatement of the Purchase Price. Sellers shall cooperate
reasonably with Purchaser before and after Closing to file and process an
insurance claim for all insured loss arising out of such casualty. Sellers shall
not settle or adjust any such insurance claim without Purchaser's prior written
consent.




(E) If
Purchaser elects to terminate under Section 6.7(C), above, the Initial Payment
shall be returned to Purchaser and Sellers and Purchaser shall have no further
liability to each other.




(F)Promptly after any
casualty described in this Section 6.7, Sellers shall provide Purchaser with
written notice of such casualty, which notice will include a description of the
nature, extent and estimated amount of damage or loss to the Property and/or
Truck Plaza Assets in connection with such casualty. If, within twenty (20)
business days after Purchaser's receipt of such written notice, Section 6.7 (C)
is applicable and Purchaser has not delivered to Sellers a written notice of
Purchaser's election to terminate this Agreement, Purchaser shall be deemed to
have elected to proceed to Closing pursuant to Section 6.7(C).





ARTICLE7


CONDITIONS TO
CLOSING








7.1Conditions
Precedent to Obligations of Purchaser.The obligation of the
Purchaser to consummate the transactions contemplated by this Agreement is
subject to the fulfillment, on or prior to the Closing Date, of each of the
following conditions (any or all of which may be waived by the Purchaser in
whole or in part to the extent permitted by applicable law):




(A) Delivery
of a deed (the "Deed") from DVP of title to the Property in the form more
particularly described in Section 3.2 of this Agreement.




(B) All
representations and warranties of the Sellers contained herein shall be true and
correct as of the date hereof.




(C) All
representations and warranties of the Sellers contained herein qualified as to
materiality shall be true and correct, and all representations and warranties of
the Sellers contained herein not qualified as to materiality shall be true and
correct in all material respects, at and as of the Closing Date with the same
effect as though those representations and warranties had been made again at and
as of that date.




(D) Sellers
shall have performed and complied in all material respects with all obligations
and covenants required by this Agreement to be performed or complied with by
them on or prior to the Closing Date.




(E) This
Agreement and documents to be executed in connection therewith by Sellers shall
have been approved by the Board of Directors of the Sellers.




(F) All
mortgages and liens on the Property and Truck Plaza Assets have been satisfied
and released.




15


(G) Sellers
shall have delivered each of the items described in Section 3.2 of this
Agreement.




(H) No legal
proceedings shall have been instituted or threatened or claim or demand made
against the Sellers seeking to restrain or prohibit or to obtain substantial
damages with respect to the consummation of the transactions contemplated
hereby, and there shall not be in effect any order by a court of competent
jurisdiction restraining, enjoining or otherwise prohibiting the consummation of
the transactions contemplated hereby.




(I) There
must not have been made or threatened by any person any claim (which is not or
cannot be settled or dismissed prior to Closing) asserting that such person (i)
is the owner of, or has the right to acquire or obtain ownership interest in the
Property, or any of the Truck Plaza Assets, or (ii) is entitled to all or any
portion of the Purchase Price payable for the Property or the Truck Plaza
Assets.





7.2Conditions
Precedent to Obligations of the Sellers.The obligations of the
Sellers to consummate the transactions contemplated by this Agreement are
subject to the fulfillment, prior to or on the Closing Date, of each of the
following conditions (any or all of which may be waived by the Sellers in whole
or in part to the extent permitted by applicable law):




(A) All
representations and warranties of the Purchaser contained herein shall be true
and correct as of the date hereof.




(B) All
representations and warranties of the Purchaser contained herein qualified as to
materiality shall be true and correct, and all representations and warranties of
the Purchaser contained herein not qualified as to materiality shall be true and
correct in all material respects, at and as of the Closing Date with the same
effect as though those representations and warranties had been made again at and
as of that date.




(C) Purchaser
shall have performed and complied in all material respects with all obligations
and covenants required by this Agreement to be performed or complied with by
Purchaser on or prior to the Closing Date.




(D) The
Purchaser shall have delivered the Purchase Price to the Sellers in accordance
with Section 2.1 of this Agreement, including payment for the
Inventory.




(E) This
Agreement and documents to be executed in connection therewith shall have been
approved by the Board of Directors of Purchaser.




16




(F) Purchaser
shall have delivered each of the items described in Section 3.3.




(G) No legal
proceedings shall have been instituted or threatened or claim or demand made
against the Purchaser seeking to restrain or prohibit or to
obtain substantial damages with respect to the consummation of the transactions
contemplated hereby, and there shall not be in effect any order by a court of
competent jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby.




(H)There must not have been
made or threatened by any person any claim (which is not or cannot be settled or
dismissed prior to Closing) asserting that such person (i) is the owner of, or
has the right to acquire or obtain ownership interest in the Property, or any of
the Truck Plaza Assets, or (ii) is entitled to all or any portion of the
Purchase Price payable for the Property or the Truck Plaza Assets.





ARTICLE
8


TERMINATION




8.1Termination
Events.This
Agreement may by notice be terminated;




(A) (i) by
Purchaser if any of the conditions in Article 7.1, including Sellers inability
to deliver good and marketable title to the Property and/or Truck Plaza Assets,
free and clear of any liens and encumbrances, has not been satisfied as of the
Closing Date or if satisfaction of such a condition is or becomes impossible
(other than through the failure of Purchaser to comply with its obligations
under this Agreement) and Purchaser has not waived such condition on or before
the Closing Date; or (ii) by Sellers, if any of the conditions in Article 7.2
has not been satisfied as of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the failure of Sellers to
comply with their obligations under this Agreement) and Sellers have not waived
such condition on or before the Closing Date;




(B) by either
Purchaser or Sellers if a material breach of any representation, warranty or
obligation contained in this Agreement has been committed by the other party and
such breach has not been waived or, to the extent the breach is of the nature
which can be cured, not cured within twenty (20) days of written notice of such
breach by the other parties. Notwithstanding anything to the contrary herein,
the Sellers' shall not be deemed to have breached this Agreement if the breach
(for example, a breach of representation or warranty) is caused as a result of
the actions of the Purchaser, as Manager, under the management agreement to be
executed simultaneously herewith (the "Management Agreement"); or




(C) by mutual
consent of Purchaser and Seller.




(D) by
Purchaser on or before the fifty-ninth (59th) day after the date on which this
Agreement is executed by the parties (the "Date of Execution") in the event that
Purchaser is unable to obtain sufficient funds or a commitment for a loan in the
amount of $7,200,000 to purchase the Property and Truck Plaza Assets. or to
obtain substantial damages with respect to the consummation of the transactions
contemplated hereby, and there shall not be in effect any order by a court of
competent jurisdiction restraining, enjoining or otherwise prohibiting the
consummation of the transactions contemplated hereby.




17


A party
seeking to exercise the rights provided in Subsection 8.1 shall so notify the
other party within five (5) days after obtaining knowledge of the facts, events
or circumstances giving rise to the right to terminate, but no later than the
Closing Date, except with regard to Section 8.1(D) said notice must be received
by the Sellers on or


before
the fifty-ninth (59th) day
from the Date of Execution.





8.2Effect of Termination;
Liquidated Damages.




(A) In the
event of termination of this Agreement under any of the circumstances set forth
in Section 8.1(A), including that Sellers are unable to convey title to the
Property and the Truck Plaza Assets to Purchaser at the Closing in accordance
with the terms of this Agreement, the sole liability of Sellers will be to
refund the Initial Payment to Purchaser and upon such refund and payment being
made this Agreement shall be deemed null and void and no party shall have any
claim against the other, provided, however, Sellers shall retain from such
Initial Payment an amount up to the sum of one hundred thousand ($100,000)
dollars to pay for any claims made against Purchaser for damages caused by
Purchaser as a result of its management of the Property and Truck Plaza Business
pursuant to the Management Agreement. The aforesaid sum of one hundred thousand
($100,000) retained from the Initial Payment less any amounts paid therefrom for
damages caused by Purchaser or to pay for the shall be returned to the
Purchaser




(B) If this
Agreement is terminated for any other reason other than pursuant to Section
8.1(A):




(i)  less than
sixty (60) days from the Date of Execution, this Agreement shall be deemed null
and void, the Sellers and Purchaser shall have no claim against the other except
that Purchaser shall pay to Sellers liquidated and exclusive damages in the sum
of forty thousand ($40,000) dollars if the Agreement is terminated within thirty
(30) days from the Date of Execution and eighty thousand ($80,000) dollars if
the Agreement is terminated more than thirty (30) but less than sixty (60) days
from the Date of Execution and Sellers shall refund the Initial Payment to the
Purchaser less an amount up to the sum of one hundred thousand ($100,000)
dollars to pay for any claims made against Purchaser for damages caused by
Purchaser as a result of its management of the Property and Truck Plaza Business
pursuant to the Management Agreement.




(ii)  more than
sixty (60) days from the Date of Execution, Sellers shall be entitled to retain
the Initial Payment as liquidated damages in full satisfaction of any claims
they have or may have against Purchaser under this Agreement. However, it is
agreed that in the event of such termination, Purchaser shall be liable to
Sellers in an additional sum up to one hundred thousand ($100,000) dollars to
pay for any claims made against Purchaser for damages caused by Purchaser as a
result of its management of the Property and Truck Plaza Business pursuant to
the Management Agreement and thereafter, no party shall have any further claim
against the other.




(iii) in
the event that Purchaser is liable to Sellers for any damages caused by
Purchaser as a result of its management of the Property and Truck Plaza Business
pursuant to the Management Agreement as provided for hereinabove, Sellers shall
have the right to offset against such damages owed to them by Purchaser any
amount owed by Sellers to the Purchaser for the repurchase of the inventory as
provided for in the Management Agreement upon the termination of that
Agreement.




18




(C)Within thirty (30) days
from the date of the termination of this Agreement pursuant to Section 8.1,
Sellers shall return to Purchaser the $100,000 held back by Sellers from the
Initial Payment pursuant to Sections 8.2(A) and (B) less (i) any amounts due or
paid for damages, claims, suits or threats caused by or relating to Purchaser's
management of the Property and Truck Plaza Business (ii) any amounts due to
Sellers pursuant to Section 9.2 of this Agreement and (iii) the amount of any
payables arising during the term of the Management Agreement which remain
outstanding as of such date. Upon the request of Sellers, Purchaser shall
provide Sellers with a list of such outstanding payables together with all
documentation relating thereto.




(D) Upon any
termination hereunder, each party shall redeliver all documents, work papers and
other material of any other party relating to the transaction contemplated
hereby, whether so obtained before of after the execution hereof, to the party
furnishing the same.





ARTICLE 9


INDEMNIFICATION





9.1Sellers
Indemnity.Sellers hereby jointly
and severally agree to indemnify and hold the Purchaser and its affiliates,
agents, successors and assigns (collectively, the "Purchaser's Indemnified
Parties") harmless from and against:




(A) any and
all actions, suits, proceedings, demands, assessments, judgments, losses,
liabilities, obligations, damages, costs, debts, claims, actions, tax
liabilities, penalties, costs and expenses, including without limitation,
attorneys fees and other professional fees and disbursement (collectively
hereinafter "Losses") based upon, attributable to or resulting from the failure
of any representation or warranty made by Sellers pursuant to this Agreement, to
be true and correct in all respects as of the date made;




(B) any and
all Losses based upon, attributable to or resulting from the breach of any
covenant or other agreement on the part of the Sellers under this
Agreement;




(C) any and
all Losses based in whole or in part upon, attributable to or resulting directly
or indirectly from Sellers' past ownership of the Property and the Truck Plaza
Assets, or from the acts of Sellers or any of their affiliates, excluding the
day to day operations of the Truck Plaza Business, prior to
Closing.




(D)any and all expenses
incident to the foregoing.





9.2Purchaser
Indemnity.Purchaser hereby agrees
to indemnify and hold the Sellers and their affiliates, agents, successors and
assigns (collectively, the "Sellers' Indemnified Parties") harmless from and
against:




(A) any and
all Losses based upon, attributable to or resulting from the failure of any
representation or warranty of the Purchaser set forth herein, or any
representation or warranty made by Purchaser pursuant to this Agreement, to be
true and correct as of the date made;




19




(B) any and
all Losses based upon, attributable to or resulting from the breach of any
covenant or other agreement on the part of the Purchaser under this
Agreement;




(C) any and
all Losses based in whole or part upon, attributable to or resulting solely from
the negligent acts or willful misconduct of Purchaser with respect to the
management of the Truck Plaza Business during the period from the dae of this
Agreement to the Closing Date;




(D) any and
all Losses based in whole or part upon, attributable to or resulting solely from
the negligent acts or willful misconduct of Purchaser following
Closing;




(E) any and
all expenses incident to the foregoing.





9.3Indemnification
Procedures.




(A)In the event that any
legal proceedings shall be instituted or that any claim or demand ("Claim")
shall be asserted by any person in respect of which payment may be sought under
Section 9.1 or 9.2 hereof, the indemnified party shall reasonably and promptly
cause written notice of the assertion of any Claim of which it has knowledge
which is covered by this indemnity to be forwarded to the indemnifying party.
The indemnifying party shall have the right, at its sole option and expense, to
be represented by counsel of its choice, which must be reasonably satisfactory
to the indemnified party, and to defend against, negotiate, settle or otherwise
deal with any Claim which relates to any Losses indemnified against hereunder.
If the indemnifying party elects to defend against, negotiate, settle or
otherwise deal with any Claim which relates to any Losses indemnified against
hereunder, it shall within five (5) days (or sooner, if the nature of the Claim
so requires) notify the indemnified party of its intent to do so. If the
indemnifying party elects not to defend against, negotiate, settle or otherwise
deal with any Claim which relates to any Losses indemnified against hereunder,
fails to notify the indemnified party of its election as herein provided, or
contests its obligation to indemnify the indemnified party for such Losses under
this Agreement, the indemnified party may defend against, negotiate, settle or
otherwise deal with such Claim. If the indemnified
party defends any Claim, then the indemnifying party shall reimburse the
indemnified party for the expenses of defending such Claim upon submission of
periodic bills. If the indemnifying party shall assume the defense of any Claim,
the indemnified party may participate, at his or its own expense, in the defense
of such Claim; provided, however, that such indemnified party shall be entitled
to participate in any such defense with separate counsel at the expense of the
indemnifying party if, (i) so requested by the indemnifying party to participate
or (ii) in the reasonable opinion of counsel to the indemnified party, a
conflict or potential conflict exists between the indemnified party and the
indemnifying party that would make such separate representation advisable; and
provided, further, that the indemnifying party shall not be required to pay for
more than one such counsel for all indemnified parties in connection with any
Claim. The parties hereto agree to cooperate fully with each other in connection
with the defense, negotiation or settlement of any such Claim.




(B) After any
final judgment or award shall have been rendered by a court, arbitration board
or administrative agency of competent jurisdiction and the expiration of the
time in which to appeal therefrom, or a settlement shall have been consummated,
or the indemnified party and the indemnifying party shall have arrived at a
mutually binding agreement with respect to a Claim hereunder, the indemnified
party shall forward to the indemnifying party notice of any sums due and owing
by the indemnifying party pursuant to this Agreement with respect to such matter
and the indemnifying party shall be required to pay all of the sums so due and
owing to the indemnified party by wire transfer of immediately available funds
within 10 business days after the date of such notice.




20




(C) The
failure of the indemnified party to give reasonably prompt notice of any Claim
shall not release, waive or otherwise affect the indemnifying party's
obligations with respect thereto except to the extent that the indemnifying
party can demonstrate actual loss and prejudice as a result of such
failure.





ARTICLE 10


POST-CLOSING
COVENANTS





10.1Cooperation.The parties will
cooperate with and provide such further assurances to each other as are
reasonably necessary or requested to perfect (of record or otherwise) and
effectively vest the Purchaser's title to the Property and Truck Plaza Assets,
aid in the prosecution, defense, or other action regarding litigation of any
rights arising from or affecting title to the Assets, and assist in making a
smooth transition
inownership of the Truck Plaza Assets to the Purchaser and the operation
and management of the Truck Plaza Business at each party's own
expense.




10.2Confidential
Information.Following the execution
of this Agreement and for a period of two (2) years after the Closing
Date:




(A)Sellers will maintain in
confidence and will not disclose any confidential or proprietary information or
trade secrets of Purchaser including, without
limiting the foregoing, the identify of any of the Purchaser's customers or
suppliers, and the prices at which Purchaser has sold or purchased products or
services, any Purchaser financial or business information or tax information and
any and all other business information about the Purchaser or its business
operations, nor will Sellers use confidential or proprietary information or
trade secrets for its own purposes to the detriment of Purchaser.




(B) Purchaser
will maintain in confidence and will not disclose any confidential or
proprietary information or trade secrets of Sellers including, without limiting
the foregoing, the identify of any of Sellers' customers or suppliers, and the
prices at which Sellers have sold or purchased products or services, any of
Sellers' financial or business information or tax information and any and all
other business information about the Sellers or their business operations, nor
will Purchaser use confidential or proprietary information or trade secrets for
its own purposes to the detriment of Seller.




(C) The
parties acknowledge that money damages would be an inadequate remedy for a
breach of this Section 10.2 and that, in addition to money damages, an aggrieved
party should be entitled to injunctive relief





10.3Non-Competition.In consideration of Purchaser's agreement to enter into this Agreement,
and as a condition thereto, the Seller covenants and agrees as
follows:




(A) For a
period of one (1) year from and after the Closing Date, Sellers nor any of its
affiliates, successors or assigns shall directly, or indirectly, participate in
or own and/or operate a truck stop plaza or gasoline station within a ten (10)
mile radius of the Property. For purposes of this provision, the term
"participate in" shall include, but not be limited to, having any direct or
indirect interest in any entity, whether as owner, stockholder, partner, joint
venturer, member, creditor or otherwise, other than ownership of not more than
5% of the outstanding stock or securities of any class that is publicly traded,
or acting as a director, officer, manager, employee, agent, consultant or
independent contractor of any entity. If the final judgment of a court of
competent jurisdiction declares that any term or provision of this Section is
invalid or unenforceable, the parties hereto agree that the court making the
determination of invalidity or unenforceability shall have the power to reduce
the scope, duration or area of the term or provision with a term or provision
that is valid and enforceable and that comes closest to expressing the intention
of the invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified after the expiration of the time within which the
judgment may be appealed.




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(B) During
the one (1) year period from and after the Closing Date, neither the Sellers nor
any of their affiliates, successors or assigns shall induce or attempt to induce
any employee of the Purchaser to leave the employ of the Purchaser.




(C)The Sellers acknowledges
that any breach or threatened breach of any of the provisions of this Section
will cause irreparable injury to the Purchaser, for which an adequate monetary
remedy does not exist. Accordingly, in the event of any such breach or
threatened breach, the Purchaser shall be entitled, in addition to the exercise
of other remedies, to seek and (subject to court approval) obtain injunctive
relief, without necessity of posting a bond, restraining the Sellers and their
affiliates or subsidiaries from committing such breach or threatened
breach.





10.4Further
Assurances.At any time or from time
to time after the Closing, at the Purchaser's request and without further
consideration, the Sellers shall execute and deliver to the Purchaser such other
instruments of sale, transfer, conveyance, assignment and confirmation, provide
such materials and information and take such other actions as the Purchaser may
reasonably deem necessary or desirable in order more effectively to transfer,
convey and assign to the Purchaser, and to confirm the Purchaser's title to, the
Property and all of the Truck Plaza Assets, and, to the full extent permitted by
law, to put the Purchaser in actual possession and operating control of the
Truck Plaza Assets and to assist the Purchaser in exercising all rights with
respect thereto, and otherwise to cause the Sellers to fulfill their obligations
under this Agreement. The Purchaser shall cooperate with the Sellers and sign
any documents necessary in order to complete this sale.




10.5Maintenance
of Records.Following the Closing,
(a) Purchaser agrees that for a period of ninety (90) days thereafter Sellers
shall have access during normal business hours to the accounting systems of
Purchaser solely for the purpose of monitoring their accounts receivable and
accounts payable; and (b) each party hereto will afford the other parties, their
counsel and their accountants, during normal business hours, reasonable access
to the books, records and other data relating to the Sellers' business in its
possession with respect to periods prior to the Closing and the right to make
copies and extracts therefrom, to the extent that such access may be reasonably
required by the requesting party in connection with (i) the determination or
enforcement of rights and obligations under this Agreement, (ii) compliance with
the requirements of any governmental or regulatory authority, (iii) the
determination or enforcement of the rights and obligations of any indemnified
party or (iv) in connection with any actual or threatened action. For a period
extending four years after the Closing Date, no party hereto shall destroy or
otherwise dispose of any such books, records and other data unless such party
shall first offer in writing to surrender such books, records and other data to
the other parties hereto and such other parties shall not agree in writing to
take possession thereof during the ten-day period after such offer is made.
Notwithstanding anything to the contrary contained in this Section 10.6, if the
parties hereto are in an adversarial relationship in litigation or arbitration,
the furnishing of information, documents or records in accordance with this
Section 10.6 shall be subject to applicable rules relating to
discovery.




10.6Mail and
Other Communications.Following the Closing,
Purchaser shall promptly remit to the Sellers any checks, cash, payments, mail
or other communications relating to the Truck Plaza Business or the Sellers'
retained liabilities that are
addressed to and belong to the Sellers and are received are received by the
Buyer after the Closing.




10.7Insurance
Adjustments.Notwithstanding anything
to the contrary herein, there shall be no adjustments at Closing relating to
insurance premiums since Purchaser shall be responsible for obtaining its own
insurance policies that will be in force subsequent to the Closing.




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ARTICLE
11


ESCROW
PROVISIONS





11.1Appointment.The Sellers and the
Purchaser hereby irrevocably designate and appoint Jonathan Austern, Esq. as
their escrow agent ('Escrow Agent") for the purposes set forth herein, and the
Escrow Agent by its execution and delivery of this Agreement hereby accepts such
appointment under the terms and conditions set forth herein.




11.2Delivery
of the Initial Payment to Escrow Agent.Upon the execution of
this Agreement, the Purchaser shall deliver to the Escrow Agent the Initial
Payment. At such time, the Escrow Agent shall hold the Initial Payment as agent
for the Sellers, subject to the terms and conditions of this Agreement. The
Escrow Agent shall deposit the Initial Payment in his IOLA Escrow Account which
is a non-interest bearing account. The tax identification numbers of the parties
shall be furnished to the Escrow Agent upon request.




11.3Intention
to Create Escrow Over the Initial Payment.The Purchaser and the
Company intend that the Initial Payment shall be held in escrow by the Escrow
Agent and released from escrow by the Escrow Agent only in accordance with the
terms and conditions of this Agreement.




11.4Release
of Escrow.At the Closing, the
Initial Payment shall be paid by Escrow Agent to Sellers. If for any reason the
Closing does not occur and either Sellers or Purchaser makes a written demand
upon Escrow Agent for payment of such amount pursuant to Sections 6.7, 8.1 and
8.2 of this Agreement, Escrow Agent shall give written notice to the other party
of such demand. If Escrow Agent does not receive written objection from the
other party to the proposed payment within ten (10) business days after the
giving of such notice, Escrow Agent is hereby authorized to make such payment.
If Escrow Agent does receive such written objection within such ten (10)
business day period or if for any other reason Escrow Agent in good faith shall
elect not to make such payment, Escrow Agent shall continue to hold such amount
until otherwise directed by written instructions from the parties to this
Agreement or a final judgment of a court of competent jurisdiction. However,
Escrow Agent shall have the right at any time to deposit the Initial Payment
with the clerk of any court of competent jurisdiction within the county where
the Property is located. Escrow Agent shall give written notice of such deposit
to Sellers and Purchaser. Upon such deposit, Escrow Agent shall be relieved and
discharged of all further obligations and responsibilities hereunder that are
addressed to and belong to the Sellers and are received are received by the
Buyer after the Closing.




11.5Duties and Responsibilities
of Escrow Agent.




(A) The
parties acknowledge that Escrow Agent is acting solely as a stakeholder at their
request and for their convenience, that Escrow Agent shall not be deemed to be
the agent of either of the parties, and that Escrow Agent shall not be liable to
any of the parties for any act or omission on his part unless taken or suffered
in bad faith, in willful disregard of this Agreement or involving gross
negligence. Sellers and Purchaser shall jointly and severally indemnify and hold
Escrow Agent harmless from and against all costs, claims and expenses, including
legal fees, costs and expenses, incurred in connection with the performance of
Escrow Agent's duties hereunder, except with respect to actions or omissions
taken or suffered by Escrow Agent in bad faith, in willful disregard of this
contract or involving gross negligence on the part of Escrow Agent.




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(B) If Escrow
Agent is Sellers' attorney, Escrow Agent or any member of his/her firm shall be
permitted to act as counsel for Sellers in any dispute as to the disbursement of
the Initial Payment or any other dispute between the parties whether or not
Escrow Agent is in possession of the Initial Payment and continues to act as
Escrow Agent.




(C) Escrow
Agent may act or refrain from acting in respect of any matter referred to in
this Article in full reliance upon and with advice of counsel which may be
selected by him (including any member of his firm) and shall be fully protected
in so acting or refraining from action upon the advice of such
counsel.




(D) All legal
fees, costs and expenses incurred by Escrow Agent shall be paid equally by the
Sellers and Purchaser. Sellers and Purchaser shall pay to the Escrow Agent
immediately upon receipt of an invoice either from Escrow Agent or his counsel.
Any legal fees, costs and expenses not so paid shall be deemed liquidated
damages and enforceable by Escrow Agent in full against either Sellers or
Purchaser in the State of New York or in the home state of either party or such
other state or place where either party maintains its assets, if not in New
York.




(E) This
Agreement sets forth exclusively the duties of the Escrow Agent with respect to
any and all matters pertinent thereto and no implied duties or obligations shall
be read into this Agreement.




(F) The
Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5)
business days prior written notice of resignation to the Sellers and Purchaser.
Prior to the effective date of resignation as specified in such notice, the
Sellers and Purchaser will issue to the Escrow Agent a joint instruction
authorizing delivery of the Initial Payment to a substitute Escrow Agent
selected by the Sellers and the Purchaser. If no successor Escrow Agent is named
by the Sellers and the Purchaser, the Escrow Agent may apply to a court of
competent jurisdiction within the county in which the Property is located for
appointment of a successor Escrow Agent, and
deposit the Initial Payment with the clerk of any such court, and/or otherwise
commence an interpleader or similar action for a determination of where to
deposit the same.




(G)The provisions of this
Article 11 shall survive the resignation of the Escrow Agent or the termination
of this Agreement.




ARTICLE
12


GENERAL
PROVISIONS




12.1Notices.All notices, requests,
demands or other communications hereunder shall be in writing and shall be
deemed to have been given upon delivery personally or upon mailing by registered
mail, postage prepaid or by delivery by reputable overnight courier service, to
each party at the address set forth hereinabove, or at such other address as
each party may designate in writing to the other. In addition, a copy of any
such notice sent to Sellers shall also be sent to Jonathan Austern, Esq.,
Austern & Austern, 2 Taconic Court, P.O. Box 558, Wading River, New York
11792 and a copy of any such notice sent to Purchaser shall also be sent to
Carroll Drake, Esq. 1036 St. Nicholas Drive, Suite 201, Waldorf, MD
20603.




12.2Entire
Agreement; Amendment.This Agreement contains
the entire understanding of the parties with respect to the subject matter
hereof, supersedes any prior agreement between the parties, and may not be
changed or terminated orally. No change, termination or attempted waiver of any
of the provisions hereof shall be binding unless in writing and signed by the
party against whom the same is sought to be enforced.




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12.3Compliance
with Laws; Severability.Both parties expressly
agree that it is not the intention of either party to violate statutory or
common law and that if any sentence, paragraph, clause or combination of same is
in violation of any law, such sentences, paragraphs, clauses or combination of
same shall be inoperative and the remainder of this Agreement shall remain
binding upon the parties hereto unless the remaining portions hereof are
inadequate to define the rights and obligations of the parties or to carry out
their original intent as set forth in this Agreement, in which event such party
shall have the right, upon making such determination, to terminate this
Agreement.




12.4Parties-In-Interest.This agreement shall be
binding upon and inure to the benefit of the parties hereto, their respective
heirs, administrators, executors, successors and assigns.




12.5No
Third-Party Beneficiaries.This Agreement is
intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.




12.6Assignment.This Agreement may not
be assigned or transferred by Purchaser without Sellers' prior written consent
not to be unreasonably withheld, and may not be transferred or assigned by
operation of law unless expressly mandated by state law.




12.7Brokers.Sellers and Purchaser
mutually represent, each to the other, that they have not dealt with any broker
in connection with the within transaction. Neither Sellers nor Purchaser knows
of any broker claiming entitlement to a commission in connection with the within
transaction. Sellers and Purchaser each indemnifies and shall hold harmless the
other from any claims made by any other broker claiming to be entitled to a
commission as well as for all legal fees, costs and expenses arising out of any
claims made by any broker not listed herein due to an omission by either party
to this Agreement. This Section 12.7 and the representations made herein shall
survive delivery of the Closing Date.




12.8Schedules,
Riders.If
the provisions of any schedule or rider to this Agreement, if any, are
inconsistent with the provisions of this Agreement, the provisions of such
schedule or rider shall prevail.




12.9Costs of
Sale and Purchase.All costs and expenses
associated with the sale of the within property, unless responsibility is
specifically designated herein as set forth below, shall be assigned to Sellers
or Purchaser in accordance with what is usual and customary in the Commonwealth
of Virginia, and




(A) Cost of a
survey shall be borne solely by Purchaser;




(B) Cost of
all investigations, etc. by purchaser in connection with its Due Diligence shall
be at Purchaser's sole cost and expense;




(C) Real
Estate Transfer taxes, if any, shall be paid by Purchaser.




12.10Enforcement
Costs.If
any civil action, arbitration or other legal proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or misrepresentation in connection with any provision of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' fees, sales and use taxes, court costs and all expenses
even if not taxable as court costs (including, without limitation, all such
fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy
and post judgment proceedings), incurred in that civil action, arbitration or
legal proceeding, in addition to any other relief to which such party or parties
may be entitled. Attorneys' fees shall include, without limitation, paralegal
fees, investigative fees, administrative costs, sales and use taxes and all
other charges billed by the attorney to the prevailing party.




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12.11Bulk
Sales Law.The parties hereto waive
compliance with the bulk sales laws of any jurisdiction in which any of the
Truck Plaza Assets are located.




12.12Binding.This Agreement shall not
be binding unless and until it is executed by Sellers.




12.13Interpretation.Headings, captions,
section or section numbers appearing in this Agreement are for ease of reference
and convenience only, and shall in no way be deemed to define, modify, affect,
limit or describe the scope, intent or content of this Agreement or of
provisions to which they relate.




12.14Singular
or Plural Words.Whenever used, the
singular pronoun will include the plural, the plural will include the singular,
and the uses of any gender will include all genders as required or necessary for
proper grammatical reading or as the sense or context requires.




12.15Drafting
Presumptions.Any ambiguity in this
Agreement shall not be construed in accordance with any presumption against the
party initially drafting this Agreement. If any provision of this Agreement may
be construed in two or more ways, such provision shall have the meaning, which
renders it valid and enforceable.




12.16Governing
Law.All
matters concerning the validity and interpretation of and performance under this
Agreement shall be governed by the laws of the Commonwealth of
Virginia.




12.17Execution
of Documents.At any time and from
time to time hereafter, the parties hereto will execute and deliver such further
instruments, documents and certificates and other written assurances as shall
reasonably be required in order to consummate the transactions contemplated
hereunder.




12.18Counterparts.This Agreement may be
executed in counterparts all of which shall be deemed to be duplicate
originals.




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IN
WITNESS WHEREOF, the parties
heretohave caused this Agreementto be duly executed by their respective authorized
signatoriesas of the date
first indicatedabove.




T.S.O.,
      Inc.By:
      __________________________Name:Title:Doswell Virginia
      Properties, Inc.By: /s/ Frank
      NocitoFrank
      Nocito,PresidentAll American
      Plazas, Inc.By:/s/ Richard A.
      MitstiferRichard A.
      MitstiferPresidentEscrow
      Agent Acknowledging Acceptanceof
      Appointment as Escrow Agent EffectiveUponReceipt of Initial Payment:/s/ Jonathan
      AusternJonathan
      Austern







27




IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.


T.S.O.,
      Inc.By:
      __________________________Name:Title:Doswell Virginia
      Properties, Inc.By: /s/ Frank
      NocitoFrank
      Nocito,PresidentAll American
      Plazas, Inc.By:/s/ Richard A.
      MitstiferRichard A.
      MitstiferPresidentEscrow
      Agent Acknowledging Acceptanceof
      Appointment as Escrow Agent EffectiveUponReceipt of Initial Payment:/s/ Jonathan
      AusternJonathan
      Austern
   28