SITE INFORMATION AND CORRESPONDENCE_FILE 2

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in the amount of$995,639 and a second Mortgage to Washington Mutual in the amount of$187,890.(Annexure—D) d. Dalwinder S. Dhoot shall continue to hold undivided light, title and interest in the residence at 5870 Bruce Drive, Pleasanton, CA 9458 (APN 204-180-007) at$3,000,000 with a first mortgage to Washington Mutual in the amount of$1,493,041 and a second mortgage to Washington Mutual in the amount of$396,207. (Annexure—C) 6. In consideration of the differences in capital accounts and value of the partnership interests and shares of the corporations and of all properties to be exchanged, Dalwinder S. Dhoot shall pay Kashmir Dhoot the sum of$367,294.63 in order to equalize the value of the assets exchanged. (Annexure—E) 7. Each partner shall be responsible for his own lines of credit. Kashmir Dhoot must retire his Credit line CD as soon as possible,but in the interim,not to exceed a period of six(6)months, he must obtain his own credit line for the conduct of his business at Joe's Travel Plaza 11. 8. Kashmir Dhoot and Dalwinder S. Dhoot, their heirs and successor in interests, their respective administrators, executors and assigns, shall each reserve the"first right of refusal"to purchase the businesses described in paragraph 2 a. and b. above in the event that either business is subsequently offered to a third party for sale,lease or exchange, or in the event that either former partner becomes - insolvent or files for protection under the bankruptcy statutes or in the event that either party predeceases the other. 9. The parties' spouses are party to this Agreement and will ratify this Agreement by their consent in writing to the disposition and exchange of assets as set forth herein,in lieu of all other interests, community or otherwise, that either of them may have in D.B. PARTNERSHIP,THE DHOOT BROS. PARTNERSHIP, DHOOT BROS. PARTNERSHIP INC. and DH OT BROS. ASSOCIATES INC. 10. Each of the parties acknowledge that they may consult with an independent tax professional to determine the federal and state tax ramifications from this Agreement and the proposed exchange of partnership and corporate assets as set forth herein. 11. The parties hereby attest that their attorney gave no professional tax advise in preparing this Agreement and has issued no opinion concerning tax consequences of dissolution and exchange of assets as set forth herein, other than to indicate that there maybe substantial tax consequences from the transfer and exchange of either or both of the partnership interests or corporate shares that constitute the, terms of this Agreement. The parties and their successors in interest, and their respective administrators, executors and assigns, individually and collectively, Initials L--a--)-, —7p Page 3 of 5