PROMISSORY NOTE
$2,052,000 August 6, 1999
Van Nuys, California
FOR VALUE RECEIVED AND TO BE RECEIVED, Alpine Entertainment, Inc., a California
corporation (the "Maker") hereby promises to pay to the order of Alpine
Pictures, Inc., a California corporation ("Payee"), at 6919 Valjean Avenue, Van
Nuys, California 91406, or at such other address as Payee shall notify Maker in
writing, the principal sum Two Million, Fifty Two thousand dollars
($2,052,000.00) with no interest, payable principal in full on December 31,
2001. The actual to be repaid by Maker to Payee will equal the actual amount of
advances by Payee to Maker's subsidiary pursuant to paragraph three of this
note.
1. RIGHT OF CONVERSION. Payee and/or its successors may convert this
note, in part or in whole, to the common stock of Alpine Entertainment, Inc., at
a price of $.27 per share, or Seven million, Six hundred thousand (7,600,000)
shares for the entire Two Million, Fifty Two thousand dollars ($2,052,000.00).
2. DIVISIBILTY OF NOTE. Payee may use or assign note, in part or in
full, to declare a dividend to Payee's shareholders, and/or to satisfy Payee's
creditors. This will result in additional administrative costs to the Maker.
These costs shall be borne in full by the Maker.
3. FUNDING BY PAYEE. Payee has already advanced funds to Maker's
Subsidiary, Alpine Pictures International, Inc. (APII). Payee and Maker agree
that total debt from Maker's Subsidiary, APII to Payee is One Million, Two
hundred thousand dollars ($1,200,000.00) as of August 6,1999. Payee agrees to
continue funding Maker's Subsidiary, APII, at the rate of Eighty Five thousand,
Two hundred dollars ($85,200.00) per week beginning on August 13, 1999, and
ending on October 15, 1999, until the full $2,052,000 is received by Maker.
4. DEFAULT. Any of the following shall constitute a default by Maker
hereunder:
o The failure of the Maker to make any payment of principal
required hereunder within 10 days of the due date for such
payment; or
o The failure of Maker to fully perform any other material
covenants and agreements under this Note and continuance of
such failure for a period of 30 days after written notice of
the default by Payee to the Maker.
5. LIMITED RECOURSE OF NOTE. In the event that the Maker defaults on
this Note, Payee shall look solely to the Maker and its assets for repayment and
none of the shareholders, officers, directors or affiliates of the Maker shall
have any personal liability for payment hereunder.
6. COSTS OF COLLECTIONS. Payee shall be entitled to collect from Maker
all attorney's fees and costs incurred by Payee, as well as other costs and
expenses incurred by Payee, incuring any default or attempting collection of
any payment due on this Note, including, but not limited to all post judgment
costs.
7. PAYMENT. This Note shall be payable in lawful money of the United
States.
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8. PLACE OF PAYMENT. All payments on this Note are to be made or given
to Payee at the address provided to Maker or to such other place as Payee may
from time to time direct written notice to Maker.
9. WAIVER. Maker, for itself and its successors, transfers and assigns,
waives presentments, dishonor, protest, notice of protest, demand for payment
and dishonor in nonpayment of this Note, bringing of suit or diligence of taking
any action to collect any sums owing hereunder or in proceeding against any of
the rights and properties securing payment hereunder.
10. SEVERABILITY. If any provision of this Note or the application
thereof to any persons or entities or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Note shall not be deemed
affected thereby and every provision of this Note shall be valid and enforceable
to the fullest extent permitted by law.
11. NO PARTNER. Payee shall not become or be deemed to be a partner or
joint venturer with Maker by reason of any provision of this Note. Nothing
herein shall constitute Maker and Payee as partners or joint venturers or
require Payee to participate in or be responsible or liable for any costs,
liabilities, expenses or losses of Maker.
12. NO WAIVER. The failure to exercise any rights herein shall not
constitute a waiver of the right to exercise the same or any other right at any
subsequent time in respect of the same event or any other event.
13. GOVERNING LAW. This Note shall be governed by and construed solely
in accordance with the laws of the State of California.
IN WITNESS WHEREOF, Maker has executed this Note as of the date first
hereinabove written.
MAKER
ALPINE PICTURES INTERNATIONAL, INC.
A California corporation
By: /S/ Rene A. Torres
-------------------------------
Rene A. Torres, President
PARENT COMPANY OF MAKER
ALPINE ENTERTAINMENT, INC.
A California corporation
By: /S/ Ryan Carroll
-------------------------------
Ryan Carroll, CEO
PAYEE
ALPINE PICTURES, INC.
A California corporation
By: /S/ Roland Carroll
-------------------------------
Roland Carroll, President
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<PAGE>
PROMISSORY NOTE
$1,890,000 May 5, 2000
Van Nuys, California
FOR VALUE RECEIVED AND TO BE RECEIVED, Alpine Entertainment, Inc., a California
corporation (the "Maker") hereby promises to pay to the order of Alpine
Pictures, Inc., a California corporation ("Payee"), at 6919 Valjean Avenue, Van
Nuys, California 91406, or at such other address as Payee shall notify Maker in
writing, the principal sum One million, Eight hundred Ninety thousand dollars
($1,890,000.00) with no interest, payable principal in full on December 31,
2001. The actual to be repaid by Maker to Payee will equal the actual amount of
advances by Payee to Maker and Maker's subsidiary pursuant to paragraph three of
this note. This note is in addition to Maker's note to payer dated August
6,1999.
1. RIGHT OF CONVERSION. Payee and/or its successors may convert this
note, in part or in whole, to the common stock of Alpine Entertainment, Inc., at
a price of $.27 per share, or Seven million (7,000,000) shares for the entire
One million, Eight hundred Ninety thousand dollars ($1,890,000.00).
2. DIVISIBILTY OF NOTE. Payee may use or assign note, in part or in
full, to declare a dividend to Payee's shareholders, and/or to satisfy Payee's
creditors. This will result in additional administrative costs to the Maker.
These costs shall be borne in full by the Maker.
3. FUNDING BY PAYEE. Payee has already advanced funds to Makers
Subsidiary, Alpine Pictures International, Inc. (APII). Payee and Maker agree
that total debt from Makers Subsidiary, APII, to Payee is One hundred fifty
thousand dollars ($150,000.00) as of May 1, 2000. Payee agrees to provide Maker
and Maker's subsidiaries Seven hundred, Seventy Eight thousand dollars
($778,000.00) in pre-paid postproduction services. Payee agrees to continue
funding Maker at the rate of Thirty Seven thousand dollars ($37,000.00) per week
beginning on May 26, 2000, and ending on November 17, 2000, until the full
$1,890,000 is received by Maker.
4. REVERSE STOCK SPLIT. Maker is planning a 3 for 10 reverse stock
split which will decrease the number of shares that the note may be converted
into by 70%. After reverse split Payer and/or Payer's assignees may convert
note into Two million, One hundred thousand shares of post split stock. The
effective post split price per share will be $.90. This split will also effect
Maker's previous note, dated August 6, 1999.
5. DEFAULT. Any of the following shall constitute a default by Maker
hereunder:
o The failure of the Maker to make any payment of principal
required hereunder within 10 days of the due date for such
payment; or
o The failure of Maker to fully perform any other material
covenants and agreements under this Note and continuance of
such failure for a period of 30 days after written notice of
the default by Payee to the Maker.
6. LIMITED RECOURSE OF NOTE. In the event that the Maker defaults on
this Note, Payee shall look solely to the Maker and its assets for repayment and
none of the shareholders; officers, directors or affiliates of the Maker shall
have any personal liability for payment hereunder.
7. COSTS OF COLLECTIONS. Payee shall be entitled to collect from Maker
all attorney's fees and costs incurred by Payee, as well as other costs and
expenses incurred by Payee, incuring any default or attempting collection of
any payment due on this Note, including, but not limited to all post judgment
costs.
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8. PAYMENT. This Note shall be payable in lawful money of the United
States.
9. PLACE OF PAYMENT. All payments on this Note are to be made or given
to Payee at the address provided to Maker or to such other place as Payee may
from time to time direct by written notice to Maker.
10. WAIVER. Maker, for itself and its successors, transfers and
assigns, waives presentment, dishonor, protest, notice of protest, demand for
payment and dishonor in nonpayment of this Note, bringing of suit or diligence
of taking any action to collect any sums owing hereunder or in proceeding
against any of the rights and properties securing payment hereunder.
11. SEVERABILITY. If any provision of this Note or the application
thereof to any persons or entities or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Note shall not be deemed
affected thereby and every provision of this Note shall be valid and enforceable
to the fullest extent permitted by law.
12. NO PARTNER. Payee shall not become or be deemed to be a partner or
joint venturer with Maker by reason of any provision of this Note. Nothing
herein shall constitute Maker and Payee as partners or joint venturers or
require Payee to participate in or be responsible or liable for any costs,
liabilities, expenses or losses of Maker.
13. NO WAIVER. The failure to exercise any rights herein shall not
constitute a waiver of the right to exercise the same or any other right at any
subsequent time in respect of the same event or any other event.
14. GOVERNING LAW. This Note shall be governed by and construed solely
in accordance with the laws of the State of California.
IN WITNESS WHEREOF, Maker has executed this Note as of the date first
hereinabove written.
MAKER
ALPINE PICTURES INTERNATIONAL, INC.
A California corporation
By: /S/ Rene A. Torres
-------------------------------
Rene A. Torres, President
PARENT COMPANY OF MAKER
ALPINE ENTERTAINMENT, INC.
A California corporation
By: /S/ Ryan Carroll
-------------------------------
Ryan Carroll, CEO
PAYEE
ALPINE PICTURES, INC.
A California corporation
By: /S/ Roland Carroll
-------------------------------
Roland Carroll, President
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