Stephen M. Goldberg, Solicitor
Tydings & Rosenberg, LLP
100 E. Pratt Street, 26th Floor
Baltimore, Maryland 21202

SUBSTITUTE TRUSTEES' &
SECURED CREDITOR'S AUCTION

- RIDGELY, MARYLAND -

FULL SERVICE RESTAURANT
Including
Renovated Two-Story Building
Furniture, Fixtures & Equipment

Photos of auction property
FRONT VIEW     ENTIRE BLOCK     STREET SCENE     LOCATION MAP

Sale On Premises
Vicky's Restaurant & Pizza
7-9 CENTRAL AVENUE
Caroline County 21660

FRIDAY, DECEMBER 7, 2007
AT 11:00 A.M.

For directions from your location, visit:
http://www.mapquest.com/directions/main.adp

       Under and by virtue of the power of sale contained in a certain Deed of Trust and Fixture Filing from Spartia, Inc., Grantor to Zions First National Bank, Trustee, dated June 15, 2006, and recorded among the Land Records of Caroline County, Maryland, in Liber 0694, Folio 362, the holder of the indebtedness secured thereby having appointed Stephen M. Goldberg and Alan M. Grochal to act as Substitute Trustees, in place and stead of the aforementioned Trustee, by instrument duly executed, acknowledged and recorded among the Land Records aforesaid, and pursuant to a Commercial Security Agreement from Spartia, Inc., Grantor to Zions First National Bank, Lender/Secured Party, dated June 15, 2006 and recorded among the Financing Records of the Maryland State Department of Assessments and Taxation in Liber U00461, Folio 234, default having occurred under the terms thereof and at the request of the party secured thereby, the undersigned Substitute Trustees and Secured Creditor will sell at Public Auction, on the premises, the following:

Real Estate

       All that fee simple lot of ground and the improvements thereon, situate and lying in Caroline County, State of Maryland and being more fully described in the above-referenced Deed of Trust; lot size 60' x 180', more or less (collectively and including the improvements described below, the "Real Estate").

Tax Map

       The land is improved by a circa 1900 two story stucco and vinyl sided freestanding in-line building, situated on Ridgely's picturesque main commercial street. The building has six front picture windows, two front commercial entrances, rear drive-in access, loading and parking pad. The first floor is believed to comprise approximately 5,477 square feet of gross building area; approximately 2,040 square feet on the second floor. The interior and exterior have been remodeled into an attractive family restaurant.

Photos of auction property
FRONT VIEW     REAR VIEW

       The first floor contains the main dining room with approximately 100 seats (21 four-seat booths and 4 four-top tables), second dining room with approximately 56 seats (14 four-top tables), 2 customer rest rooms, large commercial kitchen, dishwashing and service area, employee rest room, storage rooms, walk-in refrigeration and office. First floor finishes are drywall, carpeting acoustical tile ceilings and ceramic tile kitchen floor. Second floor has a separate entrance and contains an apartment comprising living room, dining room, kitchen, 3 bedrooms and bath. Zoned heat and air conditioning.

Photos of auction property
MAIN DINING PHOTO #1    PHOTO #2    SECOND DINING ROOM
KITCHEN GRILL AREA    PREP AREA    BEVERAGE AREA

Furniture, Fixtures & Equipment

       All right, title, interest and estate of Spartia, Inc. in the personal property of Spartia, Inc., located in 7-9 Central Avenue (collectively and including the items described below, the "Furniture, Fixtures and Equipment" or "Personal Property"), which to the best of the Lender/Secured Party's knowledge, information and belief includes the following:

       DINING ROOM AND BANQUET ROOM: 4 tables and chairs with 20 chairs, 22 booths, 14 tables with 36 chairs, 2 portable buffets, misc. dishes. KITCHEN: 3-keg beer cooler, 2-door reach-in pizza prep station with flip up lids, 2-door reach-in, cash register credit card machine, glass chiller, pizza trays, conveyor belt pizza oven, no name, 2 Frymaster fryers, flat top grill, Vulcan 1 door stove, 4-burner, Imperial convection oven, 2-door reach-in pizza prep table, 2-door reach-in, Amana microwave, 2-door reach-in freezer, 2-door fridge, 3-door reach-in pizza prep, 3-door reach-in pizza prep table with flip up lids, misc. shelves with pizza prep supplies, misc. shelves with 1/2, 1/4 full pans, misc. pots and pans hanging above sink, 3-bay commercial sink, misc. dishes, silverware, prep table, Berkel slicer, wire shelves, pizza prep table, Somerset dough machine, Hobart floor mixer, walk-in fridge, walk-in freezer, 2-door each-in freezer, ice machine, misc. boxes, pots, pans, carry-out materials, cleaning supplies, napkins, electronic time clock, 2 office chairs, 2 portable safes, floor safe, desk, 2 tv/vcr set (security), cleaning supplies, etc.

Manner of Sale

       First Offering - the Real Estate will be offered and the bid reserved, required deposit $20,000. Second Offering - the Furniture, Fixtures and Equipment will be offered as an entirety and the bid reserved; required deposit $5,000. There will be no detail (lot-by-lot) sale of the personal property. Third Offering - the Real Estate and Personal Property (collectively, the "Property") will be offered together as an entirety, required deposit $25,000. The sale will be made in the manner producing the greater amount.

Terms of Sale

       The Real Estate will be sold in "AS IS" condition, without express or implied warranty as to the nature and description of the improvements as contained herein. The Real Estate will be sold subject to all rights of redemption (including any of the United States Small Business Administration), all housing, building and zoning code violations, all critical area and wetland violations, and all environmental conditions and violations, and subject to all easements, agreements, restrictions or covenants of record affecting same, if any.

       No warranty will be given relating to title, possession, quiet enjoyment, or the like in connection with the sale of the Personal Property. The sale of Personal Property will be made "AS IS" and without recourse or warranty of merchantability for fitness for a particular purpose, express or implied. Lender/Secured Party reserves the right to add or delete items of personal property to or from the sale.

       Deposits, as stated under Manner of Sale, payable by certified check or cashier's check, will be required of the purchaser at time and place of sale. The holder of the indebtedness, if a bidder at the sale, shall not be required to post a deposit.

       Real Estate or Entirety Purchaser - The deposit shall be increased to 10% of the purchase price by 12 noon on Monday December 10, 2007 at Auctioneer's office. Balance to be paid in cash at settlement, which shall take place within 10 business days following final ratification of the sale of the Real Estate by the Circuit Court for Caroline County at the offices of the Substitute Trustees. If payment of the balance does not take place within the specified time, the deposit shall be forfeited, the Real Estate may be resold at the risk and expense of the purchaser, and the Substitute Trustees and Lender/Secured Party may exercise any other rights and remedies available under applicable law. Interest to be charged on the unpaid purchase money of the Real Estate from the date of sale to date of settlement at the rate stated in the Promissory Note, executed in connection with the Deed of Trust and Fixture Filing. If settlement is delayed for any reason, there shall be no abatement of interest. All adjustments as of date of sale. Taxes and all other public charges and assessments payment on an annual basis, including sanitary and/or metropolitan district charges, if any, to be adjusted for the current sale to date of sale and assumed thereafter by the purchaser. Recordation costs, transfer taxes, personal property taxes, and all other costs incident to settlement, including a $300 document review fee by Substitute Trustee's attorney relating to the Real Estate, to be paid by purchaser. If the Substitute Trustees are unable to convey good and marketable title to the Real Estate, the purchaser's sole remedy in law or equity shall be limited to a refund of a pro rata portion of the deposit and Purchaser shall promptly thereafter consummate purchase of the Personal Property by paying the bid amount reserved if the Personal Property sold separately. Upon refund of the portion of the deposit relating to the Real Estate, the sale of the Real Estate shall be null and void and of no effect, and purchaser shall have no further claim against the Substitute Trustees, the holder of the indebtedness or Auctioneers. Maryland Retail Sales Tax on Personal Property, if applicable, shall be paid by the purchaser at settlement.

       Personal Property (if sold separately) - Payment in full by 12 noon on Monday December 10, 2007 with removal within 5 business days. Recordation costs, transfer taxes, personal property taxes, and all other costs incident to settlement to be paid by purchaser. All adjustments as of date of sale. If payment of the balance does not take place within the specified time, the deposit shall be forfeited and the Lender/Secured Party may exercise any other rights and remedies available under applicable law. Maryland Retail Sales Tax, if applicable, shall be paid by the purchaser at settlement.

       Time shall be of the essence for purchaser.

No Buyer's Premium

Stephen M. Goldberg, Alan M. Grochal,
Substitute Trustees

Zions First National Bank, Secured Creditor