exv10w2



 





Exhibit 10.2




AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT




     THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of October 5,
2007, by and between Chartwell International, Inc., a Nevada corporation (the “Seller”), and G&A
Holdings, LLC, a New Jersey limited liability company (the “Buyer”), under that certain Stock
Purchase Agreement by and between Buyer and Seller dated as of October 3, 2007 (the “Agreement”).
Capitalized terms not specifically described herein shall have the meaning ascribed to them in the
Agreement.



RECITALS




     WHEREAS, Seller and Buyer desire to amend the Agreement to add a condition to closing and
revise certain post-closing covenants in the Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained
herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:



TERMS AND CONDITIONS




1. Non-Competition. Section 5.1 of the Agreement is hereby amended and restated in its entirety
to read as follows:



“5.1 Non-Competition. Seller agrees not to own or operate a construction
and demolition debris transfer station in Hudson, Bergen, Passaic, Morris
or Essex counties for a period of twenty four (24) months after the
Closing Date.”



2. Repairs. Section 1.3.2.9 shall be added to the Agreement as an additional closing
condition as follows:



“1.3.2.9 Repairs. Buyer will make repairs to portions of the floor and
pavement in one of the Structures in accordance with Buyer’s quote
provided to Seller dated October 5, 2007. Seller agrees to pay for such
repairs by cash or as a set-off against the remaining Escrow Amount set
forth in Section 1.2.3. Buyer anticipates pouring concrete no later than
October 9, 2007. Both parties agree to allow four (4) days for the
concrete to set prior to the Closing Date; provided, however, if this
repair is not fully completed by October 14, 2007, both parties hereby
effectively waive this condition to Closing and agree to complete the
purchase and sale of the Shares as contemplated under Section 1.2.4.
Buyer agrees to provide Seller a Certificate of Insurance prior to
commencement of repairs. In the event that Buyer does not begin repairs
as set forth herein, Seller shall have the right to undertake the repairs
on its own, and upon completion of such repairs, and



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satisfaction of all other conditions set forth in this Agreement, the
Closing shall occur.



3. Effectiveness; Continuity of Terms. This Amendment shall be effective when executed by the
Seller and Buyer. All other terms and provisions of the Agreement shall remain in full force and
effect.



4. Governing Law. This Amendment shall be governed, construed and enforced in accordance with the
laws of the State of New Jersey, without regard to the principles of conflicts of laws.



5. Counterparts. This Amendment may be signed in counterparts, each of which when taken together
shall constitute one fully executed document.



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SIGNATURES




IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



SELLER:




	 	 	 	 	 
	CHARTWELL INTERNATIONAL, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Paul Biberkraut, Chief Financial Officer	 	 






BUYER:




	 	 	 	 	 
	G&A HOLDINGS, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Arthur Fletcher, Jr., President	 	 







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