Exhibit 10.26
THREE PARTY MEMORANDUM
This Agreement is entered into as of June 30 1995, by and between
Microtel Franchise and Development Corporations ("Microtel"), Stonehurst
Capital Inc. ("Stonehurst") and Essex Investment Group, Inc. ("Essex")
RECITALS
Microtel and S&E Hospitality Partnership entered into and Exclusive
Development Agreement, dated September 30, 1991, (the"Development Agreement")
which provided for the construction and development by S&E Hospitality
Partnership of seventy-five (75) Microtel properties using the System of
Microtel, within an exclusive territory defined in the Agreement in accordance
with a development scheduled attached thereto. One property was developed
thereunder in Allentown, Pa. Subsequently, as of March 10, 1994, these parties
excuted a Termination Agreement which provided, among other things, for the
preservation of certain financing rights and the permitted allocation of those
rights to the partners.
Stonehurst and Essex were the parties of S&E Hospitality Partnership.
Pursuant to a separate agreement for the dissolution of S&E Hospitality
Partnership, the 19 unused prepaid franchises were allocated four (4) to
Stonehurst and fifteen (15) to Essex, and Essex agreed to pay Stonehurst
$25,000 as its franchises were utilized. Essex has used one of its allocated
franchises in Chattanooga, TN.
In connection with certain other transactions being undertaken between
the several parties, and for the consideration stated herein, the parties have
agreed to modify their relationships stated herein as follows:
1. Microtel agrees to and hereby does purchase from Essex, and
Essex agrees to and hereby does sell and transfer to Microtel, the rights of
Essex in and to its remaining fourteen (14) prepaid franchises, as established
under the Development Agreement and allocated to Essex pursuant to the
Termination Agreement and the separate agreement between Essex and Stonehurst,
for the purchase price of $200,000. The consideration has been paid upon the
execution hereof, and receipt is hereby acknowledged.
2. Essex agrees and hereby does tender and pay to Stonehurst the
sum of $150,000, which Stonehurst accepts as payment in full of the obligation,
in the amount of $250,000, running from Essex to Stonehurst pursuant to the
separate agreement between Essex and Stonehurst. Stonehurst shall endorse as
paid-in-full and return to Essex the Promissory Note or other documents
representing this obligation.
3. The Termination Agreement and the separate agreement between
Essex and Stonehurst shall otherwise remain in full force and effect unamended.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
MICROTLE FRANCHISE AND
DEVELOPMENT CORPORATION
By: /s/ E. Xxxxxxx Xxxxxx
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STONEHURST CAPITAL, INC.
By:
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ESSEX INVESTMENT GROUP,
INC.
By: /s/ Xxxx Xxxxxx
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3. The Termination Agreement and the separate
agreement between Essex and Stonehurst shall otherwise remain in
full force and effect unamended.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement.
MICROTEL FRANCHISE AND
DEVELOPMENT CORPORATION
By: /s/ E. Xxxxxxx Xxxxxx
--------------------------
STONEHURST CAPITAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
ESSEX INVESTMENT GROUP,
INC.
By:
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