Chartwell International, Inc.
EMPLOYMENT SEPARATION AGMT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh101.txt
<DESCRIPTION>EMPLOYMENT SEPARATION AGMT
<TEXT>
                                                                    EXHIBIT 10.1

                         EMPLOYMENT SEPARATION AGREEMENT

     E-Rail Logistics,  Inc. ("E-Rail"),  a wholly-owned subsidiary of Chartwell
International,   Inc.  ("Chartwell")  ("E-Rail"  and  "Chartwell,"  collectively
referred to herein as the "Company") and  Christopher  Davino (the  "Employee"),
agree as follows, as of the 1st day of December, 2005:

1.   Employment.  The  Employee's  employment  as  President of E-Rail and as an
employee  of the  Company  was  terminated,  effective  the end of the  workday,
December 1, 2005 ("Termination  Date"). The Employee is required to complete the
Company's exit interview on the  Termination  Date. The Company and the Employee
agree to sever  their  employment  relationship  and  terminate  the  Employment
Agreement by and between  E-Rail and the Employee  dated as of September 8, 2005
(the "Employment  Agreement")  pursuant to the terms and conditions set forth in
this Employment Separation Agreement ("Agreement").

2.   Position; Scope of Employment.  The Employee shall cease functioning in the
position of President for E-Rail and shall cease to be an employee for E-Rail in
any capacity, effective on the Termination Date.

3.   Stock and Legal Invoices.  As part consideration for the termination of the
Employment  Agreement,  the Company agrees that common stock of Chartwell issued
directly or  indirectly  to the Employee  pursuant to the  Agreement and Plan of
Merger  through which E-Rail was acquired by Chartwell  dated as of September 8,
2005, and conditioned  upon Employee  entering into, and not breaching the terms
and conditions of the Employment  Agreement  ("Merger Stock"),  shall be held by
the Employee free and clear of any right, title or interest that the Company may
possess.

4.   Release  of  Liability.  The  Employee  acknowledges  that he  enters  this
Agreement freely and voluntarily, and agrees as follows:

     4.1.  ADEA Waiver.  The  Employee  acknowledges  that he is  knowingly  and
voluntarily waiving and releasing any rights the Employee may have under the Age
Discrimination in Employment Act of 1967, as amended ("ADEA"). The Employee also
acknowledges that the consideration given for the waiver and release pursuant to
this  Agreement  is in addition to anything of value to which the  Employee  was
already entitled.

     4.2.  Mutual  General   Release.   The  Employee  hereby   irrevocably  and
unconditionally  releases  and  forever  discharges  the  Company and all of its
officers, agents, directors, supervisors,  employees,  representatives and their
successors and assigns and all persons acting by,  through,  under or in concert
with  any of them  from any and all  charges,  complaints,  grievances,  claims,
actions,  and  liabilities of any kind  (including  attorneys'  fees,  interest,
expenses  and  costs  actually  incurred)  of any  nature  whatsoever,  known or
unknown,  suspected or unsuspected (hereinafter referred to as "Claims"),  which
the  Employee  has or may  have in the  future,  arising  out of the  Employee's
employment  with the Company or the  Employment  Agreement.  All such Claims are
forever  barred by this Agreement and without regard to whether these Claims are
based on any alleged  breach of duty  arising in  contract or tort,  any alleged
employment  discrimination or other unlawful discriminatory act, or any claim or
cause of action  regardless  of the forum in which it may be brought,  including
without limitation,  claims under the National Labor Relations Act, Title VII of
the Civil Rights Act of 1964, as amended,  the Civil Rights Act of 1991, the Age
Discrimination  in  Employment  Act of 1964,  as  amended,  the  Americans  With
Disability  Act, the Federal  Family and Medical Leave Act of 1993,  the Vietnam
Era Veterans  Readjustment  Assistance  Act of 1974,  any allegation of wrongful
termination  and any claim arising under the laws of the states of New York, New
Jersey,   Nevada  or  West  Virginia.

                                       1
<PAGE>

The  Company  hereby  irrevocably  and  unconditionally   releases  and  forever
discharges  the  Employee  from  any and all  charges,  complaints,  grievances,
claims,  actions,  and  liabilities  of any  kind  (including  attorneys'  fees,
interest, expenses and costs actually incurred) of any nature whatsoever,  known
or unknown,  suspected or unsuspected,  which the Company has or may have in the
future,  arising  out of the  Employee's  employment  with  the  Company  or the
Employment Agreement.

5.   Payment  of  Salary.  Vacation  and  sick  leave  ceased  accruing  on  the
Termination Date. The Employee acknowledges and represents that with the payment
of November  2005  salary,  the Company  has paid all  salary,  wages,  bonuses,
accrued vacation, commissions and any and all other benefits due to Employee.

6.   Business  Expenses.  Within five (5) business days of the Termination Date,
Employee  will  submit  his final  documented  expense  reimbursement  statement
reflecting  all business  expenses  incurred from  September 8, 2005 through the
Termination  Date for which he seeks  reimbursement.  The Company will reimburse
the Employee  pursuant to its regular business  practice.  The Employee has been
reimbursed  for  all  business  expenses,   in  accordance  with  the  Company's
reimbursement policy.

7.   Confidential Information.  The Employee acknowledges that during the course
of his duties  with the  Company,  he handled  confidential  information  of the
Company and its affiliates.  The Employee agrees he will retain in the strictest
confidence  all  confidential  matters  which  relate  to  the  Company  or  its
affiliates,  including,  without  limitation,  pricing  lists,  business  plans,
financial  projections  and reports,  business  strategies,  internal  operating
procedures and other  confidential  business  information from which the Company
derives an economic or  competitive  advantage  or from which the Company  might
derive  such  advantage  in its  business,  whether or not  labeled  "secret" or
"confidential,"  and not to disclose directly or indirectly or use by him in any
way, at any time, except as permitted by law.

8.   Trade Secrets. The Employee shall not disclose to any others or take or use
for the  Employee's  own purposes or purposes of any others at any time,  any of
the  Company's  trade  secrets,   including  without  limitation,   confidential
information;  customer lists;  information  concerning current or any future and
proposed work,  services or products;  the fact that any such work,  services or
products are planned,  under  consideration,  or in  production,  as well as any
description  thereof.  The Employee  agrees that these  restrictions  shall also
apply  to (i)  trade  secrets  belonging  to  third  parties  in  the  Company's
possession and (ii) trade secrets conceived, originated, discovered or developed
by the Employee during the term of his employment.

9.   Inventions;   Ownership  Rights.   The  Employee  agrees  that  all  ideas,
techniques,  inventions, systems, formulas, discoveries,  technical information,
programs,   prototypes  and  similar  developments  ("Developments")  developed,
created,  discovered,  made, written or obtained by him in the course of or as a
result, directly or indirectly, of performance of his duties to the Company, and
all related industrial  property,  copyrights,  patent rights, trade secrets and
other  forms of  protection  thereof,  shall be and remain the  property  of the
Company. The Employee agrees to execute or cause to be executed such assignments
and  applications,  registrations  and other  documents  and to take such  other
action as may be  requested  by the Company to enable the Company to protect its
rights to any such Developments.

10.  No  Disparagement . The parties agree to treat each other  respectfully and
professionally  and  not  disparage  the  other  party,  and the  other  party's
officers, directors, employees, shareholders and agents, in any manner likely to
be  harmful  to  them  or  their  business,   business  reputation  or  personal
reputation;  provided  that  both the  Employee  and the  Company  will  respond
accurately and fully to any question,  inquiry or request for  information  when
required by the legal process.

                                       2
<PAGE>

11.  Non-Interference;  No  Solicitation.  The Employee  agrees not to interfere
with any of the Company's contractual obligations with others. Furthermore,  the
Employee  agrees during a period of two years after the date of this  Agreement,
not to, without the Company's  express written consent,  on his or her behalf or
on behalf of  another:  (i)  contact  or solicit  the  business  of any  client,
customer,  creditor or  licensee  of the  Company,  (ii) hire  employees  of the
Company,  other than  clerical  employees,  (iii)  solicit  the  business of any
client, customer or licensee of the Company. The Employee acknowledges that this
section  11 is a  reasonable  and  necessary  measure  deigned  to  protect  the
proprietary information of the Company.

12.  Return Company Property.  The Employee  represents and warrants that he has
returned to the Company all the Company's or its affiliates'  memoranda,  notes,
records,  reports, manuals,  drawings,  designs, computer files in any media and
other documents  (including extracts and copies thereof) relating to the Company
or its affiliates, and all other property of the Company.

13.  Actions  Contrary to Law;  Conflict.  Nothing  contained in this  Agreement
shall be  construed  to require the  commission  of any act contrary to law, and
whenever  there is any conflict  between any provision of this Agreement and any
statute,  law, ordinance,  or regulation,  contrary to which the parties have no
legal right to contract,  then the latter shall prevail;  but in such event, the
provisions of this  Agreement so affected shall be curtailed and limited only to
the extent  necessary to bring it within legal  requirements.  If any provisions
herein conflict with the terms and conditions in the Employment  Agreement,  the
terms and conditions stated in this Agreement shall control.

14.  Miscellaneous.

     14.1.  Notices.  All notices to be given by either party to the other shall
be  in  writing  and  may  be  transmitted  by  personal   delivery,   facsimile
transmission,  overnight  courier  or mail,  registered  or  certified,  postage
prepaid with return receipt requested; provided, however, that notices of change
of address or facsimile  number shall be effective  only upon actual  receipt by
the other party. Notices shall be delivered at the following  addresses,  unless
changed as provided for herein:

         To the Employee:           Christopher Davino
                                    409 Osprey Point Lane
                                    Brielle, NJ  08730


         To the Company:            Chartwell International, Inc.
                                    1124 Smith Road, Suite 304
                                    Charleston, WV 25238
                                    Attn: President

     14.2.  Entire  Agreement.  This Agreement  supersedes  any all  agreements,
either oral or written,  between the parties  hereto with respect to its subject
matter.  Each  party  to this  Agreement  acknowledges  that no  representation,
inducements, promises, or agreements, orally or otherwise, have been made by any
party or anyone  acting on behalf of any party,  which are not embodied  herein,
and that no  other  agreement,  statement,  or  promise  not  contained  in this
Agreement shall be valid or binding.  Any modification of this Agreement will be
effective only if it is in writing and signed by both parties.

     14.3.  Governing Law. This Agreement  shall be governed by and construed in
accordance with the laws of the State of West Virginia.

                                       3
<PAGE>


     14.4.  Jurisdiction  and Venue. The parties hereby consent to the exclusive
jurisdiction  of the  state  and  federal  courts  sitting  in the State of West
Virginia in the venue of Kanawha County in any action on a claim arising out of,
under or in connection with this Agreement or the  transactions  contemplated by
this Agreement, provided such claim is not required to be arbitrated pursuant to
Section 14.5. The parties further agree that personal jurisdiction over them may
be effected by notice as provided in Section  14.1,  and that when so made shall
be as if served upon them personally within the State of West Virginia.

     14.5  Arbitration.  Any  controversy,  dispute or claim  arising  out of or
relating to this  Agreement,  performance  hereunder  or breach  thereof,  which
cannot be amicably settled, shall be settled by arbitration conducted in Kanawha
County,  West  Virginia  or such  other  mutually  agreed  upon  location.  Said
arbitration  shall be conducted in accordance  with the  Commercial  Arbitration
Rules of the  American  Arbitration  Association  at a time and place within the
above-referenced  location as selected by the arbitrator(s) as further described
in the Employment Agreement.

     14.6.  Attorneys'  Fees. In the event of any  litigation,  arbitration,  or
other proceeding arising out of this Agreement,  or the parties'  performance as
outlined  herein,  the prevailing  party shall be entitled to an award of costs,
including an award of reasonable attorneys' fees. Any judgment,  order, or award
entered in any such  proceeding  shall designate a specific sum as such an award
of attorneys' fees and costs incurred. This attorneys' fee provision is intended
to be severable from the other  provisions of this Agreement,  shall survive any
judgment or order entered in any  proceeding and shall not be deemed merged into
any such  judgment  or  order,  so that  such  further  fees and costs as may be
incurred in the enforcement of an award or judgment or in defending it on appeal
shall  likewise  be  recoverable  by  further  order of a court or panel or in a
separate action as may be appropriate.

     14.7.  Amendment,  Waiver.  No  amendment or variation of the terms of this
Agreement  shall be valid  unless made in writing and signed by the Employee and
the Company.  A waiver of any term or condition of this  Agreement  shall not be
construed as a general waiver by the Company.  Failure of either the Employee or
the Company to enforce any provision or provisions of this  Agreement  shall not
waive  any  enforcement  of any  continuing  breach  of the  same  provision  or
provisions or any breach of any provision or provisions of this Agreement.

     14.8. Ambiguities. This Agreement shall not be subject to the rule that any
ambiguities  in the  contract are to be  interpreted  against the drafter of the
Agreement.

     14.9. Counterparts. This Agreement may be executed simultaneously in one or
more  counterparts,  each of which  shall be deemed  original,  but all of which
shall  constitute  one and the same  instrument  or by way of  facsimile  in its
entirety. An executed facsimile signature shall be deemed an original.

     14.10.  Representation.  The parties to this  Agreement,  and each of them,
acknowledge,  agree, and represent that it: (a) has directly participated in the
negotiation and  preparation of this  Agreement;  (b) has read the Agreement and
has had the  opportunity to discuss it with counsel of its own choosing;  (c) it
is fully  aware of the  contents  and legal  affect of this  Agreement;  (d) has
authority  to enter into and sign the  Agreement;  and (e) enters into and signs
the same by its own free will.

                                       4
<PAGE>


     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first hereinabove written.

                                          THE EMPLOYEE

                                          Christopher Davino


                                          ---------------------------------

Date:
     -----------------------

                                          THE COMPANY

                                          Chartwell International, Inc.


Date:                                    By:
     -----------------------                -------------------------------
                                            Name: Imre Eszenyi
                                            Title: Acting President



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