X0202 4 2005-10-13 1 0001329184 Chartwell International, Inc. CHWN 0001338654 Rail Waste Holdings LLC 485 UNDERHILL BLVD. SUITE 201 SYOSSET NY 11791 0 0 0 1 Former 10% Owner Common Stock 2005-10-13 4 J 0 2560954 D 539046 D Includes distribution of 2,535,954 shares to the Reporting Person's Members and distribution of 25,000 shares pursuant to a settlement agreement and release. The securities were acuired under an agreement and plan of merger pursuant to which 300,000 shares are subject to a set-off provision which shall be reconciled and distributed in September 2006. The Issuer filed said agreement on Form 8-K on September 13, 2005. /s/ Andrew H. Kaufman 2005-10-13