Chartwell International, Inc. ▼

                          AGREEMENT AND PLAN OF MERGER

                                  by and among

                         Chartwell International, Inc.,

                            E-Rail Acquisition Corp.,

                                       and

                             E-Rail Logistics, Inc.

                          dated as of September 8, 2005

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                          CHARTWELL INTERNATIONAL, INC.

                              EMPLOYMENT AGREEMENT
                                       For

                                 PAUL BIBERKRAUT


     This Employment Agreement (this "Agreement"),  is dated and effective as of
December 5, 2005 (the "Effective Date"), by and between Chartwell International,
Inc. (the "Company" or "Chartwell"),  a Nevada corporation, and Paul Biberkraut,
an individual with an address at 11 Barlovento Court, Newport Beach,  California
92663-2358 (the " . . .

                             E-RAIL LOGISTICS, INC.

                              EMPLOYMENT AGREEMENT
                                       for

                                ANDREW H. KAUFMAN


         This Employment Agreement (this "Agreement"), dated as of September 8,
2005 (the "Effective Date"), by and between E-RAIL LOGISTICS, INC. (the
"Company"), a wholly-owned subsidiary of Chartwell International, Inc., a Nevada
corporation ("Chartwell"), and ANDREW H. KAUFMAN, an individual with an address
at 485 Underhill Blvd. Suite 201,  . . .

                             E-RAIL LOGISTICS, INC.

                              EMPLOYMENT AGREEMENT
                                       for

                               CHRISTOPHER DAVINO


         This Employment Agreement (this "Agreement"), dated as of September 8,
2005 (the "Effective Date"), by and between E-RAIL LOGISTICS, INC. (the
"Company"), a wholly-owned subsidiary of Chartwell International, Inc., a Nevada
corporation ("Chartwell"), and CHRISTOPHER DAVINO, an individual with an address
at 485 Underhill Blvd. Suite 201,  . . .

 E-RAIL LOGISTICS, INC.

                              EMPLOYMENT AGREEMENT
                                       for

                                 RICHARD KESSLER


         This Employment Agreement (this "Agreement"), dated as of September 8,
2005 (the "Effective Date"), by and between E-RAIL LOGISTICS, INC. (the
"Company"), a wholly-owned subsidiary of Chartwell International, Inc., a Nevada
corporation ("Chartwell"), and RICHARD KESSLER, an individual with an address at
485 Underhill Blvd. Suite 201, Syosset, New York 11791 (the  . . .

                           PURCHASE AND SALE AGREEMENT
                           ---------------------------


     THIS PURCHASE AND SALE AGREEMENT (  `AGREEMENT')  EXECUTED THIS 11th DAY OF
JULY 2005,  IS BY AND BETWEEN  CHARTWELL  INTERNATIONAL,  INC.  (CHARTWELL)  , A
NEVADA  CORPORATION  WITH OFFICES AT 1124 SMITH STREET,  SUITE 304,  CHARLESTON,
WEST  VIRGINIA  25301 ( `BUYER')  AND RAILWAY & INDUSTRIAL  SERVICES,  INC) WITH
OFFICES AT 2201 NORTH CENTER STREET JOLIET, ILLINOIS 604353 ( `SELLER').

     WHEREAS,  BUYER DESIRES TO PURCHASE  NINETY-FIVE (95) RETROFITTED   . . .

                        SETTLEMENT AGREEMENT AND RELEASE


     This  Settlement  Agreement  and  Release  (the  "Settlement   Agreement"),
effective as of November 16, 2005 (the "Effective Date"), is entered into by and
among MINERVA  ENTERPRISES,  INC.  ("Minerva"),  FRANCIS X. STUFANO ("Stufano"),
RAIL WASTE HOLDINGS, LLC ("RWH"), OHIO WASTE LLC ("Ohio Waste"), R.W. RECYCLING,
LLC, ("RWR"),  CHARTWELL INTERNATIONAL,  INC. ("Chartwell"),  and CHRISTOPHER J.
DAVINO ("Davino"), (collectively, the  . . .