MEMORANDUM OF SALE

Date: May 30, 2003
Leasehold Estate - 5,000 s.f. parcel
Situated on 438-454 Russell Street
Hadley, Massachusetts

              I ,_____________ ("Purchaser"), hereby acknowledge to have this day purchased at Leasehold Mortgagee's Sale at Public Auction of Aaron Posnik & Co. Inc., a licensed auctioneer (the "Auctioneer"), for the sum of _____________________________________ __________________________________________________________________________ ($__________) (the "Purchase Price"), the premises being the leasehold estate situated on a 5,000 square foot parcel of land, upon which a modular structure with dining car and dining car equipment are situated, said leasehold estate being a portion of the property commonly known as 438-454 Russell Street, Hadley, Hampshire County, Massachusetts (the "Premises"), held by Sit Down Amherst, LLC, a Massachusetts limited liability company with a mailing address at 458-11 Russell Street, Hadley, Massachusetts. The leasehold interest of Sit Down Amherst, LLC is further described in the printed notice of Mortgagee's Sale of Real Estate hereto attached as Exhibit A. I agree to comply with the terms of sale as stated by the Auctioneer and hereto annexed as Exhibit B, having paid into the hands of the Auctioneer the sum of Fifty Thousand and 00/100 ($50,000.00) Dollars (the "Initial Deposit") and am agreeable to the terms of sale. I hereby agree to forfeit said sum to the use of CTS Capital Corp. (the "Leasehold Mortgagee") should I fail to comply with the residue of the terms.

              Fifty Thousand and 00/100 ($50,000.00) Dollars in cash or certified check or bank check has been paid into the hands of the Auctioneer at the time and place of sale to bind the sale, which shall be forfeited to the use of Leasehold Mortgagee in case the Purchaser shall fail to comply with the residue of the terms of sale, but a forfeiture of said sum shall not release the Purchaser from his liability under this contract. I further acknowledge that the Initial Deposit shall be increased to an amount equal to ten percent (10%) of the Purchase Price within seven (7) days of the date hereof (the "Interim Deposit"). The balance of the Purchase Price is to be paid in cash or certified check or bank check in accordance with the terms of sale.

I have read the above and agree to be bound by it and other terms of sale as well as the additional terms which are set forth on the attachment to this Memorandum of Sale.

  _____________________________________ Purchaser
Print Name: ___________________________
Address: _____________________________               _____________________________
The above sale is hereby acknowledged.  
  AARON POSNIK & CO., INC.
____________________________________
By David Mendel, Auctioneer
Mass. License #:_______________________

EXHIBIT B

ADDITIONAL TERMS

1. The successful bidder shall be required to execute a Memorandum of Sale upon acceptance of the bid.

2. This successful bidder shall increase the Initial Deposit from Fifty Thousand and 00/100 ($50,000.00) Dollars to an amount equal to the Interim Deposit, said amount being ten percent (10%) of the Purchase Price, within seven (7) days of the date hereof, which shall be no later than June 6, 2003.

3. The successful bidder shall deliver to the Leasehold Mortgagee the balance of the Purchase Price within forty five (45) days of this date, which shall be no later than July 14, 2003.

4. The successful bidder shall deposit the Initial Deposit and the Interim Deposit, as applicable, with the Auctioneer which deposits shall be forfeited if, after the Premises is sold to him, the successful bidder shall refuse to execute a Memorandum of Sale, or if, after signing, the successful bidder does not perform his part of the agreement. In case of forfeiture, the Initial Deposit and Interim Deposit, as applicable, shall become the property of the Leasehold Mortgagee (and shall not be applied to the mortgage debt) and such forfeiture by the successful bidder shall not release him from this agreement.

5. In the event that the successful bidder shall default in purchasing the Premises according to the terms of this Memorandum of Sale, Leasehold Mortgagee reserves the right, at its election, to sell the Premises by assignment of Lease ("Foreclosure Assignment") to the second or subsequent highest bidders provided that (i) said second or subsequent highest bidders shall deposit with the Auctioneer the amount of the Initial Deposit and shall execute a Memorandum of Sale within five (5) business days after written notice to the second highest bidder of the default of the previous highest bidder (which notice shall be sent by hand delivery or by certified mail, return receipt requested), and (ii) the leasehold interest shall be assigned to the second highest bidder twenty (20) days after such written notice, should the second highest bidder default, then any subsequent highest bidder may be offered the Premises with the same notice provisions as herein contained. If Leasehold Mortgagee elects to sell the Premises to said second or subsequent higher bidder, said party shall make the Interim Deposit in accordance with Section 2 herein.

6. The Leasehold Mortgagee reserves the right, at the Leasehold Mortgagee's sole discretion, to adjourn, postpone or cancel the sale at any time during the auction up to the moment the Auctioneer accepts the highest bid, for any reason whatsoever, including if there is no minimum bid acceptable to the Leasehold Mortgagee.

7. No adjustment shall be made for real estate taxes, assessments, or other municipal charges, liens or claims in the nature of liens, as the successful bidder shall take the Premises subject to all taxes, charges, assessments and liens up to the date of delivery of the Foreclosure Assignment.

8. The interest to the Premises shall be that which was assigned by that certain Assignment of Lease dated January 19, 2000 from Sit Down Amherst, LLC to the Leasehold Mortgagee and the successful bidder shall take an assignment to the Premises by Foreclosure Assignment under power.

9. The successful bidder shall assume the obligation of payment of all excise and/or tax transfer stamps and recording fees required to record the Foreclosure Assignment.

10. Bids shall only be accepted in increments of Five Hundred Dollars ($500) or more or in such increments as may be acceptable to the Leasehold Mortgagee and Auctioneer.

11. The Premises shall be assigned subject to any leaseholds, occupancy agreements, tenants in occupancy or parties in possession.

12. No representation is made by the Leasehold Mortgagee as to what the monthly rental income or percentage rent would be from any tenancies affecting the Premises. Leasehold Mortgagee makes no representation with respect to any security deposits which any prior or existing landlords may have collected from any tenants, including, but not limited to security deposits from Sit Down Amherst, LLC. Leasehold Mortgagee is not in possession of same and said Premises is being assigned subject to any claims made by any tenants regarding any security deposits delivered by tenants to any prior or existing landlords.

13. Said Premises shall be assigned without representation or warranty as to their condition, construction, or fitness for habitation, whether they conform to applicable state or local zoning, building, environmental and sanitary codes or other governmental regulations; or the status of building permits, or ability to secure certificates of occupancy.

14. No representation or warranty is made by the Leasehold Mortgagee whether the Premises has been inspected for dangerous levels of lead paint, urea formaldehyde or any other environmental conditions extant at the property, if any, or whether the Premises comply with M.G.L.A. Chapter 148 relative to the installation of smoke detectors. The successful bidder shall assume all obligations and costs required to comply with the aforesaid requirements.

15. The Premises is to be assigned subject to all easements, restrictions, municipal or other public taxes, assessments, liens, or claims in the nature of liens, outstanding tax titles, building, zoning and other land use laws and all permits and approvals issued pursuant thereto, including, without limitation, orders of condition, and existing encumbrances of record, if any, created prior to the Leasehold Mortgage and Security Agreement dated January 19, 2000, from Sit Down Amherst, LLC to Leasehold Mortgagee, including, without limitation (Book/Page references below refer to documents on record with the Hampshire County Registry of Deeds):

    1. Declaration of Easements dated April 24, 1967 recorded in Book 1506, Page 1; as affected by amended Agreement dated September 27, 1967, recorded in Book 1518, Page 729, and by amended Agreement dated November 27, 1967, recorded in Book 1531, Page 556.

    2. Easement and right of way to lay, install and rely, maintain replace water pipes granted to Richard C Berk by deed dated July 29, 1981, recorded in Book 2238, Page 317.

    3. Easement Agreement to connect sanitary sewer line, storm water line and water supply line in favor of F.L. Roberts and Company, Incorporated, dated November 14, 1985, recorded in Book 2894, Page 31.

    4. Rights of upper and lower riparian owners in and to the use of the water of a stream and the natural flow thereof.

    5. Terms and provisions of a lease by and between Hadley Realty Associates Limited Partnership, as Lessor and Sit Down Amherst, LLC, notice of which is dated January 19, 2000 and recorded on January 24, 2000 in Book 5872, Page 152, as affected by a Subordination, Non-Disturbance and Attornment Agreement dated October 27, 1999 and recorded on February 4, 2000 in Book 5879, Page 204.

    6. Mortgage Assignment of Rents and Security Agreement from Hadley Realty Associates Limited Partnership to Citicorp Real Estate, Inc. dated August 21, 1998 and recorded on August 24, 1998 in Book 5464, Page 81, as affected by Assignment of Mortgage and other Loan Documents dated August 5, 1999 and recorded in Book 5879, Page 190 and as affected by a Subordination, Non-Disturbance and Attornment Agreement dated October 27, 1999 and recorded on February 4, 2000 in Book 5879, Page 204.

    7. Assignment of Leases and Rents from Hadley Realty Associates Limited Partnership to Citicorp Real Estate, Inc. dated as of August 21, 1998 and recorded on August 24, 1998 in Book 5464, Page 115 as affected by Assignment of Mortgage and other Loan Documents dated August 5, 1999 and recorded in Book 5879, Page 190 and as affected by a Subordination, Non-Disturbance and Attornment Agreement dated October 27, 1999 and recorded on February 4, 2000 in Book 5879, Page 204.

    8. UCC-1 Financing Statement naming Hadley Realty Associates Limited Partnership, as Debtor and Citicorp Real Estate, Inc. as Secured Party recorded on August 24, 1998 in Book 5464, Page 126 as affected by Assignment of Mortgage and other Loan Documents dated August 5, 1999 and recorded in Book 5879, Page 190 and as affected by a Subordination, Non-Disturbance and Attornment Agreement dated October 27, 1999 and recorded on February 4, 2000 in Book 5879, Page 204.

    9. Lease between Marvin M. Patron and Simon Konover and A. Abner Rosen, d/b/a Hadley Associates (Lessor) and The Stop & Shop Companies, Inc. (Lessee), Notice of which is dated July 22, 1982, recorded in Book 2313, Page 305; as affected by First Amendment of Lease, Notice of which is dated March 1, 1983, recorded in Book 2337, Page 253; and by Second Amendment of Lease, Notice of which is dated March 2, 1983, recorded in Book 2337, Page 256; as further affected by Amendment and Restatement of Lease, Notice of which is dated July 11, 1991, recorded in Book 3876, Page 130; as further affected by Subordination and Non-Disturbance Agreement by and between and Citicorp Real Estate, Inc. dated August 20, 1998 and recorded on August 26, 1998 in Book 5466, Page 332.

    10. Lease between Marvin M. Patron and Simon Konover and A. Abner Rosen, d/b/a Hadley Associates (Lessor) and W.E. Aubuchon Co., Inc. (Lessee) dated October 17, 1983, as evidenced by Memorandum of Unrecorded Lease recorded in Book 2441, Page 223; as affected by Subordination, Non-Disturbance and Attornment Agreement by and between Lessee and Citicorp Real Estate, Inc. recorded on August 24, 1997 in Book 5464, Page 131.

    11. Lease between Hadley Realty Associates Limited Partnership (Lessor) and The TJX Companies, Inc. (Lessee), Memorandum of which is dated December 1, 1994, recorded in Book 4613, Page 250; as affected by Subordination and Attornment Agreement by and Between Lessee and Citicorp Real Estate, Inc. dated August 21, 1998 and recorded on August 26, 1998 in Book 5466, Page 326.

    12. Assumption by Edens Campus Plaza (E&A) LLC dated November 15, 2002 and recorded in Book 6893, Page 321.

 

RELEASE

For and in consideration of the opportunity to view and inspect the premises in anticipation of making a bid to purchase the LEASEHOLD ESTATE situated on a 5,000 square foot parcel of land, upon which a modular structure with dining care and dining car equipment are situated, said Leasehold Estate being a portion of the property commonly known as 438-454 Russell Street, Hadley, Hampshire County, Massachusetts (the "Premises") at auction, and for other good and valuable consideration, the undersigned, being a qualified bidder, hereby agrees to remise, release and forever discharge CTS Capital Corp. of Lebanon, NJ, Gadsby Hannah LLP, Esquires of Boston, MA and Aaron Posnik & Co., of Springfield, MA, and/or all of their officers, directors, employees, attorneys, agents, servants and contractors, from any and all present or future claims, demands, causes of actions, and liabilities whatsoever for any damage, loss, or injury to person or property which I may sustain by reason of entering, surveying, and inspecting the Premises described above. I further represent that the execution of this Release is my free will and act, and hereby acknowledge receipt of a copy of this document.

Dated: _________________

 
  ________________________________
(Signature)
Name: __________________________
(Print Name)
Address:_________________________
             _________________________
Witness:

__________________________ 		 
Name: ____________________  
   


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