UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS

) ) ) ) ) ) ) ) ) ) ) ) ) )

SMART DESTINATIONS, INC. Plaintiff,

v.
LEISURE PASS NORTH AMERICA LLC, LEISURE PASS GROUP LTD, ACADEMY BUS LLC, and ACADEMY BUS COMPANY, INC.,

Civil Action No. - - - - - - -

JURY TRIAL DEMANDED

Defendants.

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COMPLAINT FOR PATENT INFRINGEMENT

1. Plaintiff, Smart Destinations, Inc. ("Smart Destinations") is a Delaware corporation having a principal place of business at 85 Merrimac Street, Suite 300, Boston, MA 02114. 2. On information and belief, Defendant Leisure Pass North America LLC ("Leisure Pass North America") is an entity organized under the laws of New York and having a principal place of business at 250 West 49th Street, 6th Floor, New York, NY 10019. 3. On information and belief, Defendant Leisure Pass Group LTD ("Leisure Pass Group") is an entity organized under the laws of the United Kingdom, having a principal place of business at 58-60 Bemers Street, London 8001 WIT 3BB, United Kingdom. 4. On information and belief, Defendant Academy Bus LLC ("Academy Bus") is an entity organized under the laws ofNew Jersey having a principal place of business at 111 Paterson Avenue, Hoboken, NJ 07030.

5. On information and belief, Defendant Academy Bus Company, Inc. (Academy Bus Company") is a New York corporation having a principal place of business at 29 Hudson Street, Yonkers, NY 10701. 6. This action arises under the patent laws of the United States, 35 U.S.C. 1 et seq. 7. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. 1331 and 1338(a). 8. On information and belief, this Court has personal jurisdiction over Leisure Pass North America, Leisure Pass Group, Academy Bus and Academy Bus Company by virtue of their continuous and systematic contacts with Massachusetts in the normal course of their business and because they have committed acts within the state of Massachusetts that give rise to Smart Destinations' claims. Background 9. Smart Destinations is the owner of United States Patent No. 7,765,128 ("the' 128 Patent") entitled "Programmable Ticketing System," and has a right to sue on the '128 Patent. A copy of the '128 Patent is attached as Exhibit A. 10. On information and belief, Leisure Pass North America makes, uses, sells, offers for sale, and/or imports products and services, including smartcard based attraction passes marketed as the New York Pass and the Philadelphia Pass. 11. On information and belief, Leisure Pass Group makes, uses, sells, offers for sale, and/or imports products and services, including smartcard based attraction passes marketed as the New York Pass and the Philadelphia Pass.

12. On information and belief, Academy Bus makes, uses, sells, offers for sale, and/or imports products and services, including smartcard based attraction passes marketed as the New York Pass and the Philadelphia Pass. 13. On information and belief, Academy Bus Company makes, uses, sells, offers for sale, and/or imports products and services, including smartcard based attraction passes marketed as the New York Pass and the Philadelphia Pass.

First Cause of Action (Leisure Pass North America's Infringement of the '128 Patent)
14. Smart Destinations incorporates by reference each of the foregoing paragraphs, as if fully stated herein. 15. On information and belief, Defendant Leisure Pass North America infringes and/or is liable for the infringement of the '128 Patent under 35 U.S.C. 271 (literally and/or by equivalents), including at least by making, using, selling, offering to sell and/or importing products covered by one or more claims thereof - or by performing any method claimed therein - within the United States, and/or contributing to or inducing such infringement. 16. On information and belief, Defendant Leisure Pass North America has known of the '128 Patent since at least November 2010. 17. On information and belief, Defendant Leisure Pass North America's infringement of the '128 Patent has been willful, has caused and will continue to cause Smart Destinations to suffer substantial damages, and has caused and will continue to cause Smart Destinations to suffer irreparable harm for which there is no adequate remedy at law.

Second Cause of Action (Leisure Pass Group's Infringement of the '128 Patent)
18. Smart Destinations incorporates by reference each of the foregoing paragraphs, as if fully

stated herein. 19. On information and belief, Defendant Leisure Pass Group infringes and/or is liable for the infringement of the '128 Patent under 35 U.S.C. 271 (literally and/or by equivalents), including at least by making, using, selling, offering to sell and/or importing products covered by one or more claims thereof - or by performing any method claimed therein - within the United States, and/or contributing to or inducing such infringement. 20. On information and belief, Defendant Leisure Pass Group has known of the '128 Patent since at least November 2010. 21. On information and belief, Defendant Leisure Pass Group's infringement of the '128 Patent has been willful, has caused and will continue to cause Smart Destinations to suffer substantial damages, and has caused and will continue to cause Smart Destinations to suffer irreparable harm for which there is no adequate remedy at law.

Third Cause of Action (Academy Bus' Infringement of the '128 Patent)

22. Smart Destinations incorporates by reference each of the foregoing paragraphs, as if fully stated herein. 23. On information and belief, Defendant Academy Bus infringes and/or is liable for the infringement of the '128 Patent under 35 U.S.C. 271 (literally and/or by equivalents), including at least by making, using, selling, offering to sell and/or importing products covered by one or more claims thereof - or by performing any method claimed therein - within the United States, and/or contributing to or inducing such infringement. 24. On information and belief, Defendant Academy Bus has known of the '128 Patent since at least November 2010.

25. On information and belief, Defendant Academy Bus' infringement of the' 128 Patent has been willful, has caused and will continue to cause Smart Destinations to suffer substantial damages, and has caused and will continue to cause Smart Destinations to suffer irreparable harm for which there is no adequate remedy at law.

Fourth Cause of Action (Academy Bus Company's Infringement of the '128 Patent)
26. Smart Destinations incorporates by reference each of the foregoing paragraphs, as if fully stated herein. 27. On information and belief, Defendant Academy Bus Company infringes and/or is liable for the infringement of the '128 Patent under 35 U.S.C. 271 (literally and/or by equivalents), including at least by making, using, selling, offering to sell and/or importing products covered by one or more claims thereof- or by performing any method claimed therein - within the United States, and/or contributing to or inducing such infringement. 28. On information and belief, Defendant Academy Bus Company has known of the '128 Patent since at least November 2010. 29. On information and belief, Defendant Academy Bus Company's infringement of the '128 Patent has been willful, has caused and will continue to cause Smart Destinations to suffer substantial damages, and has caused and will continue to cause Smart Destinations to suffer irreparable harm for which there is no adequate remedy at law.

Prayer for Relief

WHEREFORE, Smart Destinations respectfully requests the following relief: 1. enjoin Leisure Pass North America and its affiliates, subsidiaries, officers, directors, employees, agents, representatives, licensees, successors, assigns, and all those acting for any of

them or on their behalf, or acting in concert with them, from further infringement of the' 128 Patent; 2. enjoin Leisure Pass Group and its affiliates, subsidiaries, officers, directors, employees, agents, representatives, licensees, successors, assigns, and all those acting for any of them or on their behalf, or acting in concert with them, from further infringement of the '128 Patent; 3. enjoin Academy Bus and its affiliates, subsidiaries, officers, directors, employees, agents, representatives, licensees, successors, assigns, and all those acting for any of them or on their behalf, or acting in concert with them, from further infringement of the' 128 Patent; 4. enjoin Academy Bus Company and its affiliates, subsidiaries, officers, directors, employees, agents, representatives, licensees, successors, assigns, and all those acting for any of them or on their behalf, or acting in concert with them, from further infringement of the '128 Patent; 5. award Smart Destinations compensatory damages, costs, prejudgment interest and postjudgment interest for the infringement of the '128 Patent alleged herein; 6. award Smart Destinations treble damages for willful patent infringement; 7. declare this to be an exceptional case under 35 U.S.C. 285 and award Smart Destinations its reasonable attorneys' fees; and 8. award such other and further relief as the Court may deem just and proper.
Demand for JUry Trial

Smart Destinations hereby demands a trial by jury of all issues so triable in this action.

Respectfully Submitted, Smart Destinations, Inc. By its Attorneys,

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Dated: July 28,2011

563,414)

mlowrie@foley.com Lucas 1. Silva (BBO No. 673,935) lsilva@foley.com Foley & Lardner, LLP 111 Huntington Avenue Boston, MA 02199 Phone: 617-342-4000 Fax: 617-342-4001