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					Blind Grading Number: 321
Adjunct Professor: William Ng EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made by and between Holton Inns, LLC and its affiliates, successors, assigns and agents (“Holton Inns” or “Company”) and Ms. Van Tropp (“you” and all similar references or “Employee”) in consideration of Employee’s at-will employment relationship with Holton Inns. 1. General Employment Terms. a. Employment Period. This Agreement shall become effective on _______________ (the “Effective Date”). The employment term (“Employment Period”) will be for the one-year period immediately following the Effective Date. The employment arrangement may be renewable annually based on the mutual consent of the parties. b. At-Will Employment. Employee’s employment with Company is at-will. That means that Employee or Company may terminate Employee’s employment at any time, for any reason, or for no reason at all. Either party may terminate this Agreement by giving 14 days notice in writing of the termination. c. Employment Schedule. Employee will work seven days a week from ________ A.M. to _________ P.M. and such additional hours as are required by the Company for the Employee to competently perform the duties of his or her position. 2. Employment Duties and Responsibilities. a. Managerial Duties. Employee will serve as Inn Manager, with general responsibility over the management of the property. In addition to other reasonable managerial duties, Employee will take reservations, greet guests, accept guest

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payments, keep financial records of the Inn on forms and in a manner provided by the Company and will see to the general upkeep and wellbeing of the premises and its guests. As manager of the property, Employee will devote his or her full time and efforts to the Company and will not engage in any other employment, occupation, professional practice or consulting activity. Nor will Employee engage in any other activities that conflict with his or her obligations to the Company. By signing this agreement, Employee expressly states that he or she is not bound by any agreement that would prohibit or restrict him or her from being employed by the Company or from performing any duties under this Agreement. b. Managing Personnel. As part of his or her managerial responsibilities, Employee will have the authority to hire, engage and employ persons hourly for maintenance items and cleaning of the Inn. Such persons may include her children or stepchildren. Expenses for these items will be reimbursable pursuant to the Company standard guidelines. Employee may not exceed the Company standard guidelines for these expenses without express written authorization of the Company or the Company may choose not to fully reimburse the employee. Outside of these hourly employment contracts, Employee may not contract for or make any other commitments for the Company without its express, written consent. c. Soliciting Business. Employee will devote best efforts to attracting business to the Inn. This includes making recommendations to the company on ways to improve the business in written Quarterly reports that follow the Company’s standards. Additionally, this includes making marketing efforts including maintaining a website in accordance with the Company’s standards, placing ads in local directories such as -2-

the yellow pages, and maintaining a toll free 800 number for taking reservations over the phone. Employee will provide the Company with a proposed budget for marketing and business development initiatives that will require sign off by the Company. Employee will not exceed its marketing budget under any circumstance without the express authorization of the Company or else any excess cost may not be reimbursed by the Company. d. Maintenance of Property. The Employee shall use his or her best efforts to maintain the property on behalf of the Company. This includes but is not limited to regularly scheduled lawn care and gardening services during the appropriate seasons, biannual inspection and maintenance of the heating and air conditioning units, and annual inspections of the gas and power lines. Additionally, the Employee shall have service level agreements (SLAs) with common contractors (e.g. plumbers, electricians, etc.) in accordance with the Company’s standards that will expedite the process of fixing any problems with the Inn, its units, or its surrounding property. e. Comfort of Guests. Employee shall devote best efforts towards the comfort of the Inn’s patrons. All units will include a phone, TV with cable television, shower with complimentary shampoo, conditioner and soap, lounge chair, desk with complimentary high-speed Internet access, and mini bar. Additionally, “best efforts” will include, but is not limited to, the daily cleaning of all units and the laundering of all used towels and sheets. An Inn employee shall work the front desk during normal business hours and will be accessible by phone from all units twenty four (24) hours a day, seven (7) days a week. 3. Compensation/Benefits. -3-

a. Base Salary. During the Employment Period, the Employee shall receive an annual rate of base salary (“Base Salary”) in an amount of $30,000, less required and authorized withholdings and deductions, payable in installments in accordance with the Company’s normal payroll practices. From time to time, the Company may adjust your salary and other compensation at its discretion. Employee’s Base Salary may be renegotiated if the employment arrangement is renewed following the Employment Period. b. Bonus. Employee will not receive any bonus. c. Welfare Plans. During the Employment Period, Employee shall be eligible to participate in each welfare benefit plan sponsored or maintained by the Company, including each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company. The Company may add, amend or discontinue any of its plans, programs, policies and procedures at any time for any or no reason with or without notice. d. Pension/Retirement Plans. Moreover, Employee will be eligible for each pension, retirement, deferred compensation, savings or employee stock purchase plan sponsored or maintained by the Company. The Company may add, amend or discontinue any of its plans and procedures at any time for any or no reason with or without notice. e. Disability Benefits. Employee will be eligible for each disability benefit sponsored or maintained by the Company. The Company may add, amend or discontinue its disability benefit plans and procedures at any time for any or no reason with or without notice. -4-

f. Expenses. During the Employment Period, the Company shall pay or reimburse Employee for all reasonable expenses incurred or paid by Employee in performance of Employee’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require in accordance with its generally applicable policies and procedures. g. Personal Days. Personal Days encompass both the Employee’s sick days and vacation days. Employee shall be entitled to take seven (7) Personal Days of paid leave during the Employment Period. Personal Days will accrue one day per month for the first seven months. The accrual rate of Employee’s Personal Days may be renegotiated if the employment arrangement is renewed following the Employment Period. Personal Days will not carry over to the following year. Employee may only take Personal Days when there are adequate personnel in place to cover his or her managerial duties. h. Indemnification. To the fullest extent permitted by law, the Company shall indemnify Employee with respect to any actions commenced against Employee in his capacity as an agent of the Company. The Company shall advance to Employee on a timely basis an amount equal to the reasonable fees and expenses incurred in defending such actions, after receipt of an itemized request for such advance. i. Personal Use of Dining and Living Areas. During the Employment Period Employee and her children/stepchildren may continue to live in the top floor of the Inn at no additional cost. Employee is not authorized to permit any other individuals to live on the premises without the express written permission of the Company. Employee and her children will have full use of the dining and living areas at times -5-

when it is not in use by patrons or guests, or when it would otherwise impose on their comfort. j. Personal Use of Kitchen. A chef will be brought in to manage the meal service and restaurant and will be provided a room on the premises pursuant to the chef’s Employment Agreement. Employee and her children/stepchildren will have access to the kitchen facilities outside of the hours required by the chef and his staff. These hours may vary and will be determined at the sole discretion of the Company. Employee will have no control over the chef, his staff or the food served to the patrons. Employee may use portions of the kitchen facilities (storage areas, refridgerators, etc.) at the discretion of the chef and the Company. 4. Non-Competition; Confidential Information. Employee acknowledges that the Company conducts business throughout the United States and that his duties to Company relate to some or all of these territories and to some or all business lines of the Company. a. Prohibition on Competition. During the Employment Period and during the twelve (12) month period following the end of the Employment Period, Employee shall not directly or indirectly: (i) perform or provide any services to any individual or business in Virginia which is engaged in a type of business similar to the type of business conducted by Company; and (ii) own, manage, operate, control, be employed by, participate in, provide services or financial assistance to, or be connected in any manner with, the ownership, management, operation or control of any business in Virginia that directly competes with the Company. Furthermore, during the Employment Period and during the sixty (60) months following the end of the Employee Period, Employee shall not start another business in Virginia which is -6-

engaged in a type of business similar to the type of business conducted by Company. b. Confidentiality. Except as may be required by the lawful order of a court or agency of competent jurisdiction, or applicable law, or except to the extent that Employee has express authorization from the Company, Employee agrees to keep secret and confidential indefinitely all non-public information concerning the Company which was acquired by or disclosed to Employee during the course of Employee’s employment with the Company. Such non-public information shall include: i. Confidential and proprietary information which the Company has compiled to identify, develop and service its clients and customers. ii. Information which the Company has compiled concerning the operations of the clients and customers of the Company, including key contacts within the clients’ and customers’ business, familiarity with special needs and customer characteristics, workers’ compensation information, profit margins, sales volumes, and other sensitive financial information. iii. Information which the Company has compiled concerning Employees and labor force at the Company including compilations of their names, addresses, job skills, employment histories and employment records to the extent such information constitutes a “trade secret” of the Company under applicable law and is not otherwise readily available to the general public. Upon termination of Employee’s employment, Employee shall promptly deliver to the Company all materials of a confidential nature relating to the business of the Company which are in Employee’s possession or control. c. Non-Solicitation of Employees. During the Employment Period and the one-year -7-

period following the end of the Employment Period, Employee shall not directly or indirectly, for his own benefit or that of any other person, offer any employment in a similar field or business to any of the Company’s employees, agents or representatives. Employee shall not suggest or in any way encourage any of the Company’s employees, agents or representatives to terminate their employment or business association with the Company. d. Company Property. Except as expressly provided, following the end of the Employment Period, Employee shall promptly return to the Company all property of the Company 5. Severability. In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected. 6. Arbitration and Equitable Remedies. a. Arbitration. All controversies and claims arising under or in connection with this Agreement or relating to the interpretation, breach or enforcement thereof shall be resolved by expedited, binding arbitration to be held in the Commonwealth of Virginia in accordance with the applicable rules of the American Arbitration Association governing employment disputes. Each party shall pay the cost of their own legal fees and expenses incurred in connection with the arbitration proceeding regardless of the outcome of arbitration. b. Equitable Remedies. Employee acknowledges that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in this Agreement. Accordingly, Employee agrees that if he or -8-

she breaches this Agreement, the Company will, in addition to any other right or remedy available, have the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to enforce specific performance of any provision of this Agreement. Employee expressly consents to the issuance of such injunction and the ordering of specific performance. 7. Termination. Employee’s employment is terminable at-will. That means that Employee or Company may terminate Employee’s employment at any time, for any reason or no reason at all. In the event that Company terminates Employee’s employment, Employee will be entitled to earned and unpaid salary, less required and authorized withholdings and deductions. In the event that Employee terminates employment, Employee will be entitled to earned and unpaid salary, less required and authorized withholdings and deductions, through the last day of employment. Regardless of the basis of Employee’s termination, Employee agrees to provide all assistance requested by Company in transitioning duties and responsibilities to other Company personnel, both during Employee’s employment and after his or her termination or resignation. Furthermore, Employee agrees to help the Company from time to time as necessary concerning matters that may have arisen during the course of Employee’s employment with Company. Such cooperation is an express condition of this Agreement. 8. Waiver. Waiver by any party of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties. Any waiver must be in writing and signed by Employee or an authorized officer of the Company. -9-

9. Assignment. Neither this agreement nor any of the rights or obligations hereunder shall be assigned or delegated to any party hereto without the prior written consent of the other party.

10. Entire Agreement. This Agreement, together with the Employee Handbook, constitutes the entire agreement between the parties with respect to the matters referred to herein. No prior agreement relating to the terms of Employee’s employment by Company, oral or otherwise, shall be binding between the parties. 11. Amendment. This Agreement may be amended, modified or supplemented by the mutual consent of the parties in writing. No oral amendment, modification or supplement shall be effective. 12. Survivorship. All provisions in this Agreement related to Non-competition, Confidential Information, Indemnification, and Arbitration shall survive Employee’s termination of employment. Other provisions of this Agreement shall survive any termination of Employee’s employment to the extent necessary to preserve the intended rights and obligations of the parties. 13. Governing Law. This Agreement shall be construed and regulated in all respects under the laws of the Commonwealth of Virginia without regard for conflicts of laws principles. Employee and the Company expressly consent to the personal jurisdiction and venue of the state and federal courts located in the Commonwealth of Virginia for any lawsuit filed there concerning Employee’s employment or the termination of Employee’s employment or any other matter arising from or relating to this Agreement. 14. Counterparts. For convenience of the parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original for all purposes. -10-

The parties state that they have read, understood and agree to be bound by this Agreement and that they have had the opportunity to seek the advice of legal counsel before signing it and have either sought such counsel or have voluntarily decided not to do so.

Holton Inns, LLC By: ____________________________

Employee By: ____________________________

Title: ____________________________ Date: ____________________________

Printed Name: ______________________ Date: ____________________________

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June 30, 2005 BY FEDERAL EXPRESS Lima Holton Holton Inns, LLC 1111 West Paces, Unit 100 Arlington, VA 22201 Phone: (703) 993-0011 PRIVILEGED ATTORNEY/ CLIENT COMMUNICATION

Re: Draft Employment Agreement for Lima Holton/Holton Inns Dear Mrs. Holton, I enjoyed meeting with you to discuss the terms you would like incorporated into the Employment Agreement between Holton Inns and Ms. Van Tropp. I have prepared a draft Employment Agreement and have included all of the terms we previously discussed. This Employment Agreement was drafted based on a number of samples readily available on the intranet. You may browse these samples at the following URLs:        http://contracts.onecle.com/avalonbay/blair.emp.2003.01.10.shtml http://smallbusiness.findlaw.com/business-formscontracts/contracts/agreements/csx/snow.emp.1999.06.15.html http://www.ilrg.com/forms/employ-confid/us/va http://www.alllaw.com/forms/employment/employment_agreement/ http://print.smallbusiness.findlaw.com/business-forms-contracts/form1-27(1).html http://print.smallbusiness.findlaw.com/business-forms-contracts/form1-29.html http://www.gentiva.com/investor/pdfs/gentiva2002_10k_exhibits.pdf

In addition to the terms discussed in our meeting, this draft contains additional sections that are standard in most Employment Agreements in Virginia. Moreover, as I was drafting the Employment Agreement I had a few questions that I would like you to answer. I will incorporate your answers into the next draft of this document. The questions include: 1. Section 1.a states the employment arrangement is “renewable annually” based on mutual consent. Would you like to keep this or simply create a new agreement after a year? 2. Section 1.b states either party may terminate the agreement by giving 14 days notice in writing. Shall I take this language out and make termination available at any time, with or without notice? -1-

3. Section 1.c regarding Ms. Van Tropp’s work schedule does not mention anything about additional compensation for overtime. The Fair Labor Standards Act (FLSA) requires that overtime pay be granted to employees for more than 40 hours of work per week. The Act does not mention anything about the number of days in the work week so requiring Ms. Van Tropp to work seven (7) days a week should not be a problem. Please let me know how you would like to handle overtime pay in this agreement. 4. Section 2.c states some of the things Ms. Van Tropp must do in order to use “best efforts” to solicit business. This includes but is not limited to maintaining an 800 number, keeping a website, and putting ads in local yellow pages and directories. Are there any other requirements you would like to explicitly state in this section? 5. Section 2.d discusses some of the requirements for Ms. Van Tropp to use “best efforts” in maintaining the property. This discusses lawn care, gardening services, inspection of heating and cooling units, etc. Are there any other requirements you would like to explicitly state in this section? 6. Section 2.e discusses the requirements for Ms. Van Tropp to use “best efforts” in maintaining the comfort and satisfaction of the Inn’s guests and patrons. This includes laundering services, keeping personnel at the front desk, as well as requiring the units have cable TV and internet access. Please review this section and let me know if you have any additions. 7. Section 3.c states that the employee will have access to all welfare (medical, dental, health, etc.) benefits of a typical Holton Inns employee. While this section is standard in typical employment agreements, I can remove it if Ms. Van Tropp will not have access tot these services. 8. Section 3.d. Similarly, this section states that Ms. Van Tropp will have access to pension and retirement plans that Holton Inns offers. Please let me know if I should keep this section. 9. Section 3.f discusses the expense reimbursement policy. We did not discuss this in detail so there are few limitations or requirements specifying appropriate expenses and inappropriate expenses. Do you have any additional requirements you would like to add to this section? 10. Section 3.g combines vacation days and sick days into the single grouping of “personal days.” I have drafted the agreement to grant her seven days of vacation rather than the one week discussed because usually one week would equate to five (5) business days. I have also drafted the language so that there is no carry over to the following year. Please let me know if you would like this to change. 11. Section 3.h. Indemnification gives Ms. Van Tropp access to Holton Inns legal services should she be involved in litigation that involves her capacity as an agent of Holton Inns. If -2-

you would like, I can add language to this section that gives Holton Inns much more control over the legal process (use of preferred lawyers, etc.) if Ms. Van Tropp decides to leverage Holton Inns legal services. As it is currently drafted, she would be able to handle the litigation herself and simply give Holton Inns the bill. 12. Section 4.b adds a confidentiality agreement that we had not talked about. It ensures that Ms. Van Tropp will keep non-public information about Holton Inns private including financial information and employment information. Please let me know if you would like this to expand in any way. 13. Section 6 discusses arbitration and equitable remedies. We did not discuss this but it is common in employment agreements for the parties to agree to settle disputes through arbitration to prevent going through lengthy, expensive legal battles. I have drafted this agreement such that disputes would be handled through the American Arbitration Association (http://www.adr.org/). They have over 8,000 arbitrators worldwide and have arbitrated over 2 million cases. Currently, the language is drafted such that each party would pay its own legal fees in association with the arbitration, regardless of the outcome of the arbitration. Please let me know if you would like to handle disputes in a different way. 14. Section 13 simply states that the governing law for any potential conflicts is the Commonwealth of Virginia. Please let me know if Holton Inns would prefer a different set of governing law. I truly appreciate your assistance in this process. By helping me collect this information, you are enabling us to better represent your interests and ensure your interests are accurately protected in this new business initiative. Please call me if you have any questions. If I do not receive any corrections or additions to the Employment Agreement by July 8th, I will call you to confirm that you do not have any changes. Very truly yours, 321

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