<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE PRODUCERS ENTERTAINMENT GROUP LTD.
--------------------------------------
(Name of Issuer)
Common Stock $.001 par value
----------------------------
(Title of Class of Securities)
Not Available
--------------
(CUSIP NUMBER)
Ronald Lightstone
The Producers Entertainment Group, Ltd.
9150 Wilshire Boulevard
Beverly Hills, California 90212-3414
Tel No.: (310) 285-0400
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
November 16, 1995
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /.
Check the following box if a fee is being paid with the statement: /X/.
Page 1 of 14 Pages
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SCHEDULE 13D
CUSIP No. 742893-10-0 Page 2 of 14 Pages
----------------------- ------------------
- --------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Lightstone
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
SC
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
(7) SOLE VOTING POWER
1,500,000
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(8) SHARED VOTING POWER
-0-
----------------------------------------------------
(9) SOLE DISPOSITIVE POWER
1,500,000
----------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
- --------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES / X /
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
- -----------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 14 Pages
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Item 1. Security and Issuer
This Statement relates to the common stock, $.001 par value ("Common
Stock"), issued by The Producers Entertainment Group, Ltd., a Delaware
corporation (the "Company"), whose principal executive offices are located at
9150 Wilshire Boulevard, Suite 205, Beverly Hills, California 90212-3414.
Item 2. Identity and Background
(a) - (f) This statement is being filed by Ronald Lightstone
(the "Reporting Persons"). In June 1995, Mr. Lightstone was elected to the
Board of Directors of the Company and appointed Chairman of the Board.
The principal business address of the Reporting Person is c/o The
Producers Entertainment Group Ltd., 9150 Wilshire Boulevard, Suite 205, Beverly
Hills, California 90212-3414. Mr. Lightstone is a citizen of the United States.
The Reporting Persons has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibition or mandating activity subject to, Federal or State
securities laws of finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of November 16, 1995, the Reporting Person purchased from the
Company 1,500,000 shares of Common Stock for an aggregate purchase price of
$750,000, or $.50 per share, with funds borrowed from the Company. The terms of
such purchase are evidenced by a Stock Purchase Agreement between the Company
and the Reporting Person (the "Stock Purchase Agreement") and the terms of such
loan are evidenced by a Promissory Note issued to the Company by the Reporting
Person in the aggregate amount of $750,000 (the "Note"). The Note bears interest
at the rate of 7% per annum, compounded semiannually. Twenty five percent (25%)
of the amounts due under the Note is with recourse to the Reporting Person and
the remaining seventy five percent (75%) of the amounts due thereunder is
without recourse against the Reporting Person. Pursuant to the Stock Purchase
Agreement, the entire amount of principal and accrued interest under the Note is
secured by a pledge to the Company of the Common Stock purchased with the
proceeds of such borrowing. Twelve and one-half percent (12.5%) of the principal
amount of the Note, together with interest thereon, is due and payable on April
1, 1997; twelve and one-half percent (12.5%) of the original principal amount of
the Note, together with interest thereon, is due and payable on October 1, 1998;
and the balance of the principal of and interest on the Note is due and payable
on October 1, 2000.
Item 4. Purpose of Transaction
The Company agreed to sell the Common Stock acquired by the Reporting
Person in connection with his appointment as Chairman of the Board of the
Company and his election to the Board of Directors of the Company. The sale of
such Common Stock is intended to establish as close an identity as feasible
between the interests of the Company and those of the Reporting Person and also
to attract, retain, motivate and reward persons of superior ability, training
and experience. In light of such considerations, the shares of Common Stock
acquired by the Reporting Person are subject to forfeiture to the Company (with
a corresponding reduction in the Note) in the event the employment of Mr.
Lightstone is terminated (other than termination as a result of his death or
disability or termination by the Company without cause) prior to the applicable
vesting date of such shares. The Common Stock purchased by the Reporting Person
vests
Page 3 of 14 Pages
<PAGE> 4
as follows: 50% (aggregating 750,000 shares) on April 1, 1996, 25% (aggregating
375,000 shares) on June 30, 1996, and 25% (aggregating 375,000 shares) on June
30, 1997. Notwithstanding such vesting schedule, the Reporting Person shall be
entitled to vote all of such shares immediately upon the issuance thereof.
The Reporting Person will from time to time evaluate his investment
with respect to the shares of Common Stock acquired and may from time to time
purchase additional shares of Common Stock or, subject to restrictions imposed
by applicable law, transfer shares of Common Stock, depending on his continuing
assessment of pertinent factors, including, without limitation, the following:
the Company's business and prospects; other business and investment
opportunities available to the Reporting Person; the prices at which shares of
Common Stock are trading; prices at which shares of Common Stock may be
acquired; economic conditions; stock market and money market conditions; the
availability and nature of opportunities to dispose of their interest in the
Common Stock; and other plans and requirements of the Reporting Person.
Except as set forth above, the Reporting Person does not have any
present plans or proposals which would result in or relate to any of the
following transactions: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Certificate of Incorporation of the Company, the Bylaws of the
Company or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person may be deemed to beneficially own a total
of 1,500,000 shares of Common Stock, representing 9.8% of the outstanding Common
Stock, all of which Common Stock was purchased by Mr. Lightstone on November 16,
1995. Except for the purchases of Common Stock described above, the Reporting
Person has not effected any transactions in shares of Common Stock during the
past sixty days.
(b) The Reporting Person has the sole power to vote and direct the
vote, and the sole power to dispose of and to direct the disposition of, the
shares of Common Stock beneficially owned by him.
Item 6. Contracts, Arrangements, Understanding or
Relationships with Respect to Securities of the Issuer
Except as provided in the Stock Purchase Agreement and the Note or as
otherwise described herein, the Reporting Person has no contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Company.
Page 4 of 14 Pages
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Item 7. Material to be Filed as Exhibits
1. Stock Purchase Agreement dated as of November 14, 1995 between the
Company and Ronald Lightstone.
2. Promissory Note of Ronald Lightstone dated November 14, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 4, 1995
/s/ Ronald Lightstone
--------------------------------------
RONALD LIGHTSTONE
Page 5 of 14 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Document Page No.
- ------- -------- --------
<S> <C> <C>
1. Stock Purchase Agreement dated as of November 14, 1995 between the
Company and Ronald Lightstone. 8
2. Promissory Note of Ronald Lightstone dated November 14, 1995. 13
</TABLE>
Page 6 of 14 Pages
<PAGE> 7
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement"), by and between THE
PRODUCERS ENTERTAINMENT GROUP LTD. (the "Company"), a Delaware corporation, and
RONALD LIGHTSTONE (the "Executive"), dated as of the 14th day of November, 1995.
W I T N E S S E T H
WHEREAS, the Company employs the Executive and desires to provide to
the Executive the opportunity to purchase shares of the Company's common stock,
par value $.001 per share (the "Common Stock"), in consideration of the past
services rendered by the Executive, and other good and valuable consideration as
provided herein; and
WHEREAS, the Executive desires to purchase certain shares of Common
Stock from the Company;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties agree as follows:
1. Sale And Purchase Of Common Stock. Subject to the terms and
conditions of this Agreement and the Note (as defined below), (i) the Company
hereby sells to the Executive one million, five hundred thousand (1,500,000)
shares of Common Stock (the "Shares") at a purchase price of $0.50 per Share,
for a total purchase price of $750,000.00 (the "Purchase Price"), (ii) and the
Executive hereby purchases such Shares from the Company for such Purchase Price.
The Executive shall pay the Purchase Price by issuing to the Company,
concurrently with the execution and delivery of this Agreement, a promissory
note substantially in the form attached as Exhibit A hereto (the "Note"), and
the Executive's sole liability to make payments to the Company under this
Agreement shall be his liability under the Note. The Shares are duly authorized,
validly issued, fully paid and nonassessable, but the Shares are subject to the
terms and conditions of this Agreement. The Company issues concurrently herewith
a duly executed certificate evidencing the Shares purchased hereunder, with the
legends provided for herein, in exchange for the delivery by the Executive of
the duly executed Note.
2. Pledge.
(a) As security for the fulfillment of his obligations under
the Note, the Executive hereby pledges, hypothecates, assigns, transfers, sets
over, delivers and grants to the Company a security interest in (i) the Shares,
(ii) all dividends, interest, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the Shares, (iii) subject to the provisions of Section 4
hereof, all rights and privileges of the Executive with respect to the Shares
and the other property referred to in clause (ii), and (iv) subject to the
provisions of Section 4 hereof, all proceeds of any of the foregoing and any
property of any character whatsoever into which any of the foregoing may be
converted (all items referred to in clauses (i) through (iv) above being
hereinafter collectively called the "Pledged Collateral").
<PAGE> 8
2
TO HAVE AND TO HOLD the Pledged Collateral, together with all rights,
title, interests, powers, privileges and preferences pertaining or incidental
thereto, unto the Company, its successors and assigns, forever; subject,
however, to the terms, covenants and conditions hereinafter set forth; and
provided that such Pledged Collateral or a proportional amount thereof (based on
the ratio of the payments of principal on the Note to the total Purchase Price)
shall be released by the Company and returned to the Executive, without
representation or recourse, as the Executive shall make the payments required to
be made under the Note.
(b) The Executive hereby delivers, and agrees promptly to
deliver, to the Company any and all Pledged Collateral, and any and all
certificates or other instruments or documents representing any of the Pledged
Collateral, which shall be in or come into the Executive's possession during the
term of this Agreement.
(c) If the Executive shall not make any payment required to be
made on the Note at the time such payment is due, the Company may sell, assign,
transfer, endorse and deliver all, from time to time, any part of the Pledged
Collateral to any third party or to the Company at a price per Share equal to
$0.50 or, if less than $0.50 per share, at the fair market value of a Share as
determined in good faith by the Company. The proceeds of the sale of all or any
part of the Pledged Collateral shall be applied by the Company first to accrued
interest then to the then-outstanding principal amount of the Note. Any
remaining amount from such sale shall be paid over to the Executive.
3. Executive's Representations; Sources of Funds.
(a) The Executive represents to the Company that he is
purchasing the Shares being purchased hereunder for his own account and not as
nominee or agent for any other person and not with a view to, or for offer or
sale in connection with, any distribution thereof (within the meaning of the
Securities Act of 1933 (the "Securities Act")) which would be in violation of
the securities laws of the United States of America or any state thereof,
without prejudice, however, to his rights at all times to sell or otherwise
dispose of all or any part of said Shares under an effective registration
statement under the Securities Act, or under an exemption from such registration
available under the Securities Act and subject, nevertheless, to the disposition
of his property being at all times within his control (subject to the
restrictions of this Agreement).
(b) The Executive further represents that he is knowledgeable,
sophisticated and experienced in business and financial matters; that he fully
understands the limitations on transfer described herein; that he is able to
bear the economic risks of his investment in the Shares and is presently able to
afford the complete loss of such investment; and that he has been afforded
access to information about the Company, the Company's financial condition,
results of operations, business, property, management and prospects sufficient
to enable him to evaluate his investment in the Shares.
(c) The Executive further represents that he is an "accredited
investor" as such term is defined in Rule 501(a) of Regulation D under the
Securities Act.
<PAGE> 9
3
(d) The Executive will not Transfer the Shares in violation of
any federal or state securities law. For purposes of this Agreement, "Transfer"
shall mean any transfer, sale, assignment, pledge or other disposition. If the
Executive desires to sell or otherwise dispose of all or any part of the Shares
(other than a Transfer to the Company or a Transfer pursuant to an effective
registration statement under the Securities Act and pursuant to registration or
qualification under any applicable state securities laws), if requested by the
Company, he will deliver to the Company an opinion of counsel, reasonably
satisfactory in form and substance to the Company, that an exemption from
registration is available. The stock certificate for the Shares shall bear an
appropriate legend reflecting such restriction.
4. Restrictions Applicable to the Shares.
(a) Unless vested earlier upon the happening of certain
events, as provided in section 4(c) hereof, the Executive's right to retain the
Shares free of any rights of the Company with respect to the Shares (other than
the Company's rights to such portion of the Shares that is pledged as security
for the Note) shall vest in accordance with the following schedule if the
Executive is employed by the Company as of such date:
<TABLE>
<CAPTION>
Cumulative Percentage of Shares Date of Vesting
------------------------------- ---------------
<S> <C> <C>
50% April 1, 1996
75% October 1, 1996
100% October 1, 1997
</TABLE>
Until the Shares have vested, the Executive may not Transfer the Shares and the
stock certificate representing the Shares shall bear an appropriate legend to
that effect.
(b) All cash dividends payable with respect to the Shares will
be paid directly to the Executive at the same time that dividends are paid with
respect to all other shares of Common Stock. The Executive will have the right
to vote the Shares.
(c) The Shares will be subject to the following provisions
upon a Change in Control of the Company, upon the death or disability of the
Executive or upon any other termination of the Executive's employment with the
Company which may occur before the Shares have vested in accordance with Section
4(a).
(i) Change in Control. Upon a Change in Control during
the Executive's employment by the Company, all of
the Shares which have not vested in accordance with
Section 4(a) shall immediately vest in, and shall
not be subject to forfeiture by, the Executive. For
purposes of this Agreement, a Change in Control
shall have the meaning provided in the Employment
Agreement between the Executive and the Company
(the "Employment Agreement").
<PAGE> 10
4
(ii) Death or Disability. If the Executive's employment
by the Company is terminated by reason of his death
or Disability, all of the Shares which have not
previously vested in accordance with Section 4(a)
or Section 4(c)(i) shall immediately vest in, and
shall not be subject to forfeiture by, the
Executive. For purposes of this Agreement,
"Disability" shall have the meaning provided in the
Employment Agreement.
(iii) Termination by the Company without Cause or by the
Executive for Good Reason or upon Retirement. If
the Company terminates the Executive's employment
without Cause or if the Executive terminates his
employment for Good Reason or upon Retirement, all
of the Shares which have not vested in accordance
with Section 4(a) or Section 4(c)(i) shall
immediately vest in, and shall not be subject to
forfeiture by, the Executive. For purposes of this
Agreement, "Cause" and "Good Reason" shall have the
meanings provided in the Employment Agreement and
"Retirement" shall mean retirement in accordance
with any retirement plan or policy of the Company.
(iv) Other Termination of Employment. If the Executive's
employment terminates before a Change in Control
shall have occurred for any reason other than
death, Disability, termination by the Company other
than for Cause or termination by the Executive for
Good Reason or upon Retirement, then the Executive
shall forfeit to the Company the Shares which have
not previously vested in accordance with Section
4(a), and the Executive's obligation under the Note
with respect to the payment of the Purchase Price
(at $0.50 per share plus interest accrued thereon
in accordance with the terms of the Note) for the
number of Shares so forfeited shall be forgiven by
the Company and the Executive shall have no further
liability under the Note with respect to the amount
so forgiven.
5. Successors.
This Agreement is personal to the Executive and, without the prior
written consent of the Company, shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representative. This Agreement shall inure to the benefit of the Company and its
successors.
<PAGE> 11
5
6. Miscellaneous.
(a) Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of New York, applied without reference to
principles of conflict of laws.
(b) Amendments. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.
(c) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
or mailed to the other party by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Executive:
Ronald Lightstone
400 Parkwood Drive
Los Angeles, CA 90077-3530
If to the Company:
The Producers Entertainment Group Ltd.
9150 Wilshire Boulevard, Suite 205
Los Angeles, CA 90212
or to such other address as either party shall have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be
effective only when actually received by the addressee.
(d) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
(e) Waiver. Waiver by any party hereto of any breach or
default by any other party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived.
(f) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein other than the Employment Agreement, and no other agreement, verbal or
otherwise, shall be binding as between the parties unless it is in writing and
signed by the party against whom enforcement is sought. All prior and
contemporaneous agreements and understandings between the parties with respect
to the subject matter of this Agreement other than the Employment Agreement are
superseded by this Agreement.
<PAGE> 12
6
(g) Survival. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
(h) Captions and References. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect.
References in this Agreement to a section number are references to sections of
the Agreement unless otherwise specified.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused this Agreement to be duly executed in its name on its behalf
all as of the day and year first above written.
THE PRODUCERS ENTERTAINMENT GROUP LTD.
By:
----------------------------------------
Its:
--------------------------------------
EXECUTIVE
-------------------------------------------
<PAGE> 13
EXHIBIT A
PROMISSORY NOTE
$750,000.00 Los Angeles, California
November 14, 1995
FOR VALUE RECEIVED, the undersigned, RONALD LIGHTSTONE (the
"Promissor"), hereby promises to pay to the order of THE PRODUCERS ENTERTAINMENT
GROUP LTD., a Delaware corporation or its successors (the "Holder"), the
principal sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) or such
lesser amount as may then be the unpaid principal balance hereof (the "Principal
Amount"), together with interest thereon, payable by certified or official bank
check or wire transfer of immediately available funds to an account designated
by the Holder in accordance with the following schedule: twelve and one-half
percent (12-1/2%) of the Principal Amount plus all accrued but unpaid interest
thereon will be payable on April 1, 1997, twelve and one-half percent (12- 1/2%)
of the Principal Amount (as calculated without regard to any prior payments
thereof) plus all accrued but unpaid interest thereon will be payable on October
1, 1998, and the balance of the Principal Amount plus all accrued but unpaid
interest thereon will be payable on October 1, 2000.
The Promissor promises to pay interest on the Principal Amount of this
promissory note (this "Note") from the date hereof until such Principal Amount
is paid in full at the fixed rate of 7% per annum compounded semiannually, such
interest payable in accordance with the foregoing schedule; provided, however,
that any Principal Amount hereof not paid when due and, to the fullest extent
permitted by applicable law, any overdue interest shall bear interest at a rate
per annum equal to 10% (after, as well as before, any judgment), payable on
demand. Interest shall be calculated on the basis of a 360-day year for the
actual number of days elapsed.
This Note is issued in connection with the transaction contemplated by
the Stock Purchase Agreement, dated as of the date hereof, between the Promissor
and the Holder.
This Note shall be binding upon the Promissor and his successors and
shall inure to the benefit of the Promissor and his successors; provided,
however, that the Promissor shall be personally liable to the Holder only with
respect to twenty-five percent (25%) of the portion of the Principal Amount
which shall remain unpaid at any time, plus accrued but unpaid interest thereon.
The Promissor shall not have any personal liability to the Company with respect
to the payment of the remaining portion of the Principal Amount or accrued but
unpaid interest thereon.
The Promissor hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance or enforcement of this Note.
<PAGE> 14
2
The provisions of this Note may be amended, modified, changed or
terminated only by an agreement in writing signed by the Promissor and the
Holder.
If at any time the indebtedness evidenced by this Note is collected
through legal proceedings or this Note is placed in the hands of attorneys for
collection, the Promissor hereby agrees to pay all costs and expenses (including
attorneys' fees) incurred by the Holder in collecting or attempting to collect
such indebtedness.
If any payment on this Note becomes due and payable on a day other than
a Business Day (as hereinafter defined), the maturity thereof shall be extended
to the immediately following Business Day and interest shall continue to accrue
during such extension. "Business Day" means any day other than a Saturday or
Sunday or any other day on which commercial banks in New York, New York are
authorized or obligated by law to close.
This Note is non-transferable except to a person or entity that
succeeds (by transfer of assets, other reorganization or otherwise) to all or
substantially all of the business of Holder.
THE PROMISSOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY RIGHT HE MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS NOTE AND AGREES THAT ANY SUCH DISPUTES SHALL BE TRIED BEFORE A
JUDGE SITTING WITHOUT A JURY.
THIS NOTE IS GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.
/s/ Ronald Lightstone
--------------------------------------
Ronald Lightstone
