<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO. 7 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK 10022-4873
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 16, 1999
(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(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
<PAGE>
SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C>
(1) Name of reporting persons................... LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) |X|
group (see instructions).................... (b) |_|
(3) SEC use only................................
(4) Source of funds (see instructions).......... WC
OO
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... |_|
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... 12,316,538 (which includes 1,173,334 shares subject to
purchase within 60 days upon the exercise of certain
options)
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 12,316,538 (which includes 1,173,334 shares subject to
purchase within 60 days upon the exercise of certain
options)
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each
reporting person............................ 12,316,538 (which includes 1,173,334 shares subject to
purchase within 60 days upon the exercise of certain
options)
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions)............................... |_|
(13) Percent of class represented by amount in
Row (11).................................... 63.0%
(14) Type of reporting person (see instructions). CO
</TABLE>
Page 2 of 14
<PAGE>
SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C>
(1) Name of reporting persons................... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) |X|
group (see instructions).................... (b) |_|
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... |_|
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each
reporting person............................ 12,316,538 (which includes 1,173,334 shares subject to
purchase within 60 days upon the exercise of certain
options)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. |_|
(13) Percent of class represented by amount in
Row (11).................................... 63.0%
(14) Type of reporting person (see instructions) OO(Trust)
</TABLE>
The inclusion of The ERSE Trust in this Statement shall not be construed as an
admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
Page 3 of 14
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C>
(1) Name of reporting persons................... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) |X|
group (see instructions).................... (b) |_|
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... |_|
(6) Citizenship or place of organization........ UNITED KINGDOM
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... 185,000
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... 185,000
(11) Aggregate amount beneficially owned by each
reporting person............................ 12,501,538 (which includes 1,173,334 shares subject to
purchase within 60 days upon the exercise of certain
options)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. |_|
(13) Percent of class represented by amount in
Row (11).................................... 64.0%
(14) Type of reporting person (see instructions) CO
</TABLE>
The inclusion of CAP Advisers Limited in this Statement shall not be construed
as an admission that such party is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 4 of 14
<PAGE>
SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C>
(1) Name of reporting persons................... ANTHONY M. PILARO
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) |X|
group (see instructions).................... (b) |_|
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... |_|
(6) Citizenship or place of organization........ IRELAND
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each
reporting person............................ 12,501,538 (which includes 1,173,334 shares subject to
purchase within 60 days upon the exercise of certain
options)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. |_|
(13) Percent of class represented by amount in
Row (11).................................... 64.0%
(14) Type of reporting person (see instructions) IN
</TABLE>
The inclusion of Anthony M. Pilaro in this Statement shall not be construed as
an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act o 1934, the beneficial owner of any securities covered
by this Statement.
Page 5 of 14
<PAGE>
BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 7
NOTE: This Amendment No. 7 amends a Statement on Schedule 13D filed on April 11,
1996 by LCO Investments Limited and others, as amended by an Amendment No. 1
filed on December 6, 1996, by an Amendment No. 2 filed on May 23, 1997, by an
Amendment No. 3 filed on September 24, 1997, by an Amendment No. 4 filed on
December 1, 1997, by an Amendment No. 5, filed on May 11, 1998 and by an
Amendment No. 6 filed on December 15, 1998. This Amendment No. 7 is filed on
behalf of LCO Investments Limited ("LCO INVESTMENTS"), The ERSE Trust, CAP
Advisers Limited and Anthony M. Pilaro.
This Amendment No. 7 is being filed to reflect the acquisition by LCO
Investments of 218,655 shares of common stock, par value $0.001 per share of
BriteSmile, Inc. ("COMMON STOCK"), on June 16, 1999 and certain dispositions of
Common Stock by LCO Investments. There has been no change in the information set
forth in response to Item 1, 2 , 5(d) or 5(e) of the Schedule 13D. Accordingly,
those Items are omitted from this Amendment No. 7.
The inclusion of The ERSE Trust, CAP Advisers Limited and Anthony M.
Pilaro shall not be construed as an admission that such parties are, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial
owners of any securities covered by this Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to add the following:
Using its own capital funds, LCO Investments purchased 218,655 shares
of Common Stock on June 16, 1999 for $2,520,000.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to delete any reference to Brian Delaney who has
resigned as a member of the Company's Board. The second sentence of the last
paragraph of Item 4 is amended to change the percentage referred to therein from
"69%" to "63%".
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and 5(b) are amended in their entirety to read as follows:
(a) As of the date hereof, LCO Investments directly holds and
beneficially owns 12,316,538 shares of Common Stock, which constitutes
approximately 63% of the 19,528,488 shares of Common Stock which are believed to
be the total number of shares of Common Stock outstanding on the date hereof
(which includes 1,173,334 shares subject to purchase within 60 days upon the
exercise by LCO Investments of certain options). LCO Investments is the direct
beneficial owner of such shares. ERSE Trust (as the 100% owner of
Page 6 of 14
<PAGE>
LCO Investments), CAP Advisers (as the sole trustee of ERSE Trust), and Mr.
Pilaro (as the Chairman of CAP Advisers) are listed as beneficial owners of such
shares for purposes of this Item 5, but do not hold any shares or options
directly. The inclusion of ERSE Trust, CAP Advisers and Mr. Pilaro, however,
shall not be construed as an admission that such parties are the beneficial
owners of such shares. Pursuant to the Trefz Consulting Agreement described in
Item 6, Mr. Trefz had an option to acquire 50,000 shares of Common Stock from
CAP Advisers or an affiliate. This option has been terminated by Mr. Trefz and
CAP Advisers.
As of the date hereof, CAP Advisers is a co-trustee of three trusts
which hold in the aggregate 185,000 shares of Common Stock. CAP Advisers as
co-trustee shares voting power of and dispositive power over these shares with
its co-trustee, the Bank of Nova Scotia, but neither of such trustees has any
pecuniary interest in these shares. The beneficiaries of these trusts are
individuals who are not related to Mr. Pilaro and who do not have any beneficial
interest in ERSE Trust, LCO Investments or CAP Advisers. These 185,000 shares of
Common Stock as to which CAP Advisers shares voting and dispositive power
together with the 12,316,538 shares which may be attributed to CAP Advisers as
discussed above constitute approximately 64% of the 19,528,488 shares of Common
Stock which are believed to be the total number of shares of Common stock
outstanding on the date hereof (which includes 1,173,334 shares subject to
purchase within 60 days upon the exercise by LCO Investments of certain
options). The inclusion of CAP Advisers shall not be construed as an admission
that it is the owner of such shares.
(b) The voting and dispositive power of each person listed in Item 5(a)
is set forth in the following table. CAP Advisers (Dublin Branch) is the sole
trustee of ERSE Trust, which wholly-owns LCO Investments. Mr. Pilaro is the
Chairman of CAP Advisers. CAP Advisers, ERSE Trust and Mr. Pilaro are listed
because of such relationships, although neither ERSE Trust nor Mr. Pilaro has a
contractual or legal right to vote or dispose of any shares of Common Stock
listed below. The inclusion of CAP Advisers, ERSE Trust and Mr. Pilaro should
not be construed as in admission that any of such parties is, for the purposes
of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of
any securities covered by this Statement which are owned by LCO or by the trusts
of which CAP Advisers is co-trustee.
<TABLE>
<CAPTION>
Name Sole Vote Shared Vote Sole Disposition Shared Disposition
- ---- --------- ----------- ---------------- ------------------
<S> <C> <C> <C> <C>
LCO Investments 12,316,538 0 12,316,538 0
CAP Advisers 12,316,538 185,000 12,316,538 185,000
ERSE Trust 12,316,538 0 12,316,538 0
Anthony M. Pilaro 12,316,538 0 12,316,538 0
</TABLE>
The 12,316,538 shares of Common Stock listed in the above table for which LCO
Investments, CAP Advisers, ERSE Trust and Anthony M. Pilaro have sole voting
power and sole dispositive
Page 7 of 14
<PAGE>
power includes 1,173,334 shares subject to purchase within 60 days upon the
exercise by LCO Investments of certain options.
Item 5(c) is amended to add the following paragraphs:
On June 16, 1999 LCO Investments acquired 218,655 shares of Common
Stock for the aggregate purchase price of $2,520,000 or approximately $11.53 per
share. These shares of Common Stock were acquired from the Company pursuant to a
purchase agreement dated June 16, 1999 between the Company and LCO Investments.
Pursuant to an Agreement made on or about January 21, 1999 which was
consummated June 2, 1999, LCO Investments sold 500,000 shares at $1.075 per
share, to Mr. John Reed in a private placement. Pursuant to an Agreement
consummated on or about April 19, 1999 LCO Investments sold 200,000 shares at
$1.075 per share to Mr. Paul Dawson in a private placement. On January 1, 1999
LCO Investments transferred 175,000 shares of Common Stock without consideration
to trusts of which CAP Advisers and The Bank of Nova Scotia are trustees. On
June 16, 1999 LCO Investments transferred 10,000 shares of Common Stock without
consideration to a different trust of which CAP Advisers and The Bank of Nova
Scotia are trustees. The beneficiaries of these trusts are individuals who are
not related to Mr. Pilaro and who do not have any beneficial interest in ERSE
Trust, LCO Investments or CAP Advisers.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended to add the following paragraphs:
Effective June 4, 1999 the Company issued and sold in a private
placement 1,355,555 shares (the "NEW SHARES") of Common Stock for aggregate
proceeds of $15,000,000. 351,512 of the New Shares were sold to a group of up
to 18 members of senior management of the Company, including directors and
executive officers (the "MANAGEMENT PURCHASERS") for an aggregate
consideration of $3,880,000 (the "MANAGEMENT PURCHASERS PURCHASE Price").
CAP Advisers provided financing for the Management Purchasers in the
full amount of the Management Purchasers Purchase Price. Terms of the promissory
notes signed by Management Purchasers in favor of CAP Advisers provided for full
recourse, interest free loans due in five years from the date of closing.
The terms of the private placement are set forth in full in the forms
of Stock Purchase Agreement, Registration Rights Agreement and Amended and
Restated Registration Rights Agreement, which are filed as exhibits to the
Company's report on Form 8-K filed with the Securities and Exchange Commission
on June 21, 1999.
Pursuant to an agreement, dated May 4, 1998, between the Company and
LCO Investments (the "1998 PURCHASE AGREEMENT"), LCO Investments has the right
to designate two Directors of the Company (each, an "LCO DIRECTOR"). Mr. Pilaro
is the only person presently
Page 8 of 14
<PAGE>
serving as an LCO Director. The 1998 Purchase Agreement provides that, in the
event of the death, disability, legal incapacity, resignation or removal of an
LCO Director, LCO Investments shall have the exclusive right to designate a
successor nominee for election as a Director, so long as LCO Investments, or an
affiliate or person controlled by or under common control with LCO Investments,
is the beneficial owner of at least 5% of the Common Stock of the Company. In
determining the beneficial ownership of LCO Investments for such purpose, the
shares of Common Stock issuable upon the exercise of the options purchased by
LCO Investments under the 1996 and 1997 Purchase Agreements shall be deemed to
be issued and outstanding.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT E which was previously filed, is the Power of Attorney and
Authorizing Agreement appointing Craigh Leonard as Attorney-in-Fact and
authorizing him to sign the Schedule 13D and all amendments thereto.
EXHIBIT Y which appears on page 11 of this Amendment No. 7 is the Joint
Filing Agreement among LCO Investments Limited, the ERSE Trust, CAP
Advisers Limited and Anthony M. Pilaro, dated June 30, 1999.
EXHIBIT Z which appears on page 12 of this Amendment No. 7 is the
form of Promissory Note between the Management Purchasers and CAP
Advisers.
Page 9 of 14
<PAGE>
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: June 30, 1999
LCO INVESTMENTS LIMITED
By /s/ Craigh Leonard
--------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By /s/ Craigh Leonard
--------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By /s/ Craigh Leonard
--------------------------------
Craigh Leonard, Attorney-in-Fact
/s/ Craigh Leonard
-----------------------------------
Anthony M. Pilaro, by Craigh Leonard,
Attorney-in-Fact
Page 10 of 14
<PAGE>
EXHIBIT Y
JOINT FILING AGREEMENT AMONG
LCO INVESTMENTS LIMITED, THE ERSE TRUST,
CAP ADVISERS LIMITED AND ANTHONY M. PILARO
AGREEMENT, dated as of June 30, 1999, among LCO Investments Limited,
The ERSE Trust, CAP Advisers Limited and Anthony M. Pilaro.
W I T N E S S E T H:
WHEREAS, in accordance with Rule 13d-l(f) under the Securities and
Exchange Act of 1934 (the "ACT"), only one Statement and any amendments thereto
need be filed whenever two or more persons are required to file such a Statement
or any amendments thereto pursuant to Section 13(d) of the Act with respect to
the same securities, provided that said persons agree in writing that such
Statement or any amendments thereto is filed on behalf of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
LCO Investments Limited, The ERSE Trust, CAP Advisers Limited and
Anthony M. Pilaro do hereby agree, in accordance with Rule 13d-l(f) under the
Act, to file an Amendment No. 7 to Schedule 13D and any additional amendments
that may be required relating to their ownership of the Common Stock of
BriteSmile, Inc., and do hereby further agree that said Amendments shall be
filed on behalf of each of them.
LCO INVESTMENTS LIMITED
By /s/ Craigh Leonard
--------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By /s/ Craigh Leonard
--------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By /s/ Craigh Leonard
--------------------------------
Craigh Leonard, Attorney-in-Fact
/s/ Craigh Leonard
-----------------------------------
ANTHONY M. PILARO,
BY CRAIGH LEONARD, ATTORNEY-IN-FACT
Page 11 of 14
<PAGE>
EXHIBIT Z
NON-TRANSFERABLE FULL RECOURSE SECURED PROMISSORY NOTE
U.S. $250,000 LESTER, PENNSYLVANIA
JUNE 3, 1999
FOR VALUE RECEIVED, the undersigned (the "DEBTOR"), promises to pay to
the order of CAP Advisers Limited, a United Kingdom company (the "LENDER"), the
principal sum of Two Hundred Fifty Thousand Dollars ($250,000) in lawful
currency of the United States on or before June 3, 2004 (the "MATURITY DATE"),
without interest. The debtor may prepay amounts due under this Promissory Note,
or any portion thereof, at any time, without premium or penalty.
The Debtor agrees as follows:
1. The Debtor represents and warrants to the Lender that this
Promissory Note has been duly executed and delivered by the Debtor and
constitutes the legal, valid and binding obligation of the Debtor, enforceable
against the Debtor in accordance with its terms. The Debtor further represents
and warrants that it will not sell, assign, transfer, encumber, hypothecate or
otherwise dispose of the Collateral (as hereinafter defined), or any interest
therein, nor contract to do so, without the written consent of the Lender, nor
will it take any action with respect to the Collateral which is inconsistent
with the provisions or the purpose of this Promissory Note or which would
adversely affect the rights of the Lender hereunder; provided, however, that the
Debtor may, with the written consent of the Lender, which may be withheld for
any reason or no reason, substitute as Collateral assets of a similar nature
having an equal or greater value to that of the Collateral.
2. If any of the following events of default shall occur (the "EVENTS
OF DEFAULT"), the entire unpaid balance of this Promissory Note shall become
immediately due and payable: (i) the Debtor shall fail to pay when due the
principal of this Promissory Note (whether at maturity, by acceleration or
otherwise); or (ii) any representation or warranty made by Debtor in this
Promissory Note shall prove to have been incorrect when made and such error
shall have a material adverse affect on the Debtor's obligations under this
Promissory Note.
3. Presentation and surrender of this Promissory Note shall be made
only upon payment of the principal amount of this Promissory Note. Payment of
the principal amount on the Maturity Date (or any other date prior to the
Maturity Date on which the Debtor pays any principal amount due hereunder) shall
be made by check or wire transfer of immediately available funds to an account
designated by the Lender two business days prior tot he Maturity Date (or such
other date). In the event that the Maturity Date is not a business day, the
Maturity Date shall be the first following day that is a business day.
4. Debtor hereby pledges, assigns and grants a first priority security
interest to the Lender in all of the following as security for the due and
punctual payment of this Promissory Note and the performance of all of Debtor's
obligations hereunder: (i) 22,831 shares
Page 12 of 14
<PAGE>
of Common Stock, par value $.001 per share (the "COMMON Stock"), of BriteSmile,
Inc., a Utah corporation (the "COMPANY"), which are evidenced by certificate
number _____, together with a stock power duly executed in blank by Debtor for
such certificate (the "PLEDGED SHARES"); and (ii) all securities and stock
powers delivered to the Lender in substitution for or in addition to any of the
foregoing, all certificates and instruments representing or evidencing such
securities, and all stock and other non-cash dividends, distributed in respect
of or in exchange for any or all thereof; and in the event Debtor receives any
such property, Debtor will immediately deliver it to the Lender to be held
hereunder. The foregoing being referred to as the "COLLATERAL". Debtor hereby
authorizes the Lender to give instructions to the Company with respect to the
registration of and delivery of the Pledged Shares to or for the benefit of the
Lender and agrees that the Company may rely on all such instructions. Until the
Lender shall make other arrangements and notify the Debtor thereof, the Pledged
Shares and all other Collateral shall be held by the Bank of Nova Scotia, as
nominee for the Lender.
5. Debtor hereby authorizes the Lender to disburse to the Company, upon
the closing of the purchase of the Pledged Shares by the Debtor on or about June
4, 1999, the principal amount of this Promissory Note in accordance with the
instructions of the Company.
6. So long as no Event of Default has occurred and is continuing
hereunder and subject to compliance with the representations and warranties
hereof, Debtor shall be entitled to exercise, or permit others to exercise, any
voting powers incident to the Pledged Shares. Upon the occurrence and
continuation of an Event of Default hereunder, Debtor's right to exercise, or
permit others to exercise, such voting rights shall immediately cease and
terminate.
7. If any Event of Default hereunder shall have occurred and be
continuing, the Lender may exercise any and all rights of collection, conversion
or exchange, and any and all other rights, privileges, options or powers of a
secured party pertaining or relating to the Collateral under the laws of the
State of New York, as may from time to time be in effect (the Debtor hereby
irrevocably appointing the Lender its proxy and attorney-in-fact with full power
of substitution so to do) including, without limitation, the right to transfer
or cause the transfer of the ownership of all or any part of the Collateral to
its own name and record such transfer on the books of the Lender, although the
Lender shall not have any duty to exercise any such rights, privileges, options
or powers or to sell or to otherwise realized upon any of the collateral or to
preserve the same, and the Lender shall not be responsible for any failure to do
so or delay in so doing. The Lender shall not be bound to exhaust its recourse
or to take any action against the Debtor or others or on any Collateral the
Lender may hold before being entitled to exercise its rights hereunder, but it
may make such demands an take such actions as it deems advisable.
8. In the event the holder of this Promissory Note takes any action to
enforce or collect this Promissory Note, the Debtor agrees to pay the costs
thereof including, without limitation, reasonable attorneys' fees, including any
on appeal, and whether or not suit is instituted.
9. No delay or failure on the part of the Lender in exercising any
right, power or privilege hereunder shall operate as a waiver thereof.
Page 13 of 14
<PAGE>
10. This Promissory Note may not be amended, modified, waived,
discharged, terminated, transferred or assigned nor may any of the Collateral be
released except by an instrument in writing duly signed by the Lender.
11. This Promissory Note shall be construed and enforced in accordance
with the laws of the State of New York applicable to contracts to be performed
wholly within such state.
Signature:
----------------------------------
Name:
---------------------------------------
Agreed:
CAP ADVISERS LIMITED
By
------------------------------------
Name:
Title:
Page 14 of 14
