New Life Goal

Some day, I will complete the Great Lakes NHL Arena Tour, which I have just invented.
This will complement my only other existing life goal (ACC season tickets), and is probably more attainable.

Rules:

• Complete the road trip in 8 days, starting on a Saturday night at Joe Louis Arena, and ending on a Saturday night at the ACC. During the intervening week attend games in Chicago, Columbus, Pittsburgh, and Buffalo. This will require an unlikely confluence of conveniently scheduled home games, cooperating weather, and the ability to take a week off at exactly the right time. But it's possible!
• The tour may be completed in the reverse order, starting on a Saturday night at the ACC, and ending at Joe Louis Arena.
  

Varying Difficulty Levels:
Basic:

• Eat a hotdog and drink a beer in every arena.
• Take a photo in front of every arena.
  

Advanced:

• Obtain seats no worse than "gold" at the ACC, and the equivalent in the other arenas.
• Obtain signatures from a player in each game -- six signatures over the course of the Tour.
  

Extreme:

• Complete the Tour during the first round of the NHL playoffs.
• Obtain signatures from at least one player from each team in each game -- twelve signatures over the Course of the Tour.

Statistically Improbable:

• Complete the Tour during the second round of the NHL playoffs.
• Only attend games which the home team will win.
• Be mentioned on Coach's Corner on the final night of the Tour.
  

This Is Old City Hall, Day 4

As part of Osgoode's Intensive Program in Criminal Law, I'm spending my final term of law school at Old City Hall. Go to the first day.

Yesterday I observed the trial of two individuals for attempted robbery and forcible confinement of a cab driver. It wasn't as thrilling as that sounds; there was a major identification issue, the forcible confinement charge arose from a matter of seconds in which the accused held the cabbie's door shut, and nobody even came close to robbing or getting robbed. The judge whom I was to shadow for the day was likewise underwhelmed by the proceedings, and recommended I go to the courtroom next door to watch the cross-examination of a police officer.

I did so in the afternoon, but fared little better there: the cross-examination had been underway for some time and it was impossible to pick up the thread. The Crown seemed to take issue with the accused officer's account of an arrest, during which the officer allegedly traversed a coffee table in the course of tackling a suspect. I say traversed because much was made of the semantic distinction between jumping, leaping and diving over the coffee table. In whatever manner the officer moved over the coffee table, though, the suspect was tackled to the floor and a nearby TV was knocked over, so it seems likely that the officer didn't move with grace and poise.

A sampling of my handwritten notes, taken while sitting in hallways and courtrooms throughout the day:

• Who knew trials about violent crimes could be so boring?
• [a caricature of the first accused]
• This sucks so hard.
• Reminder: reapply Polysporin when you get home.
• I'm a complete idiot for not signing up for a defence lawyer [for my Intensive placement].
• Why the %$@#! don't I think about taking responsibility for myself and my life?
• This Crown kind of sucks. She's old enough to know better.
• DIEU ET MON DROIT [in block letters]
• Reminder: get/make a floor plan for the courthouse.
• [an illustration of one stick figure holding another stick figure at gunpoint, robbing him of a sack marked $$$]
• Reminder: you need socks ...
• ... and you need to get your house in order [unclear whether this was meant literally or as a reference to my deplorable lifestyle and uncertain future]
• SHOULDN'T I LIKE THIS MORE?
• [an illustration of a six-eyed, horned alien]
• [an illustration of Scrabble tiles spelling out the F word, with the third tile knocked over, rendering the word completely indecipherable]
• I should NOT become a police officer. I DON'T LIKE CONFLICT.
• %$@#! [in block letters]

Your Parents are Responsible for the Demise of "The Tonight Show with Conan O'Brien"

NBC's Tonight Show debacle is extremely frustrating. Everyone joining an "I'm with Coco" group or tweeting about #teamconan is fully aware that the man is funnier on an off day than shambling, dead-eyed Leno is at his best. Amid all of the ink being spilled over the Late Night Wars, there really isn't much of a public dispute taking place regarding the comedic talents of the parties involved. Fact is fact. The best thing that could be said of The Tonight Show with Jay Leno was that sometimes it would be on while Letterman went to commercial, to pass the time. The less said about The Jay Leno Show, the better. (Forget seeing if it makes you laugh--just count how many times a Leno joke even makes you crack a smile.) His most famous bits involve reading newspapers, and talking to random stupid people. Conan's most famous bit just might be the Masturbating Bear. Or maybe the delightfully nonsensical look at the future, "In the Year 2000" (tragically dumbed down to 3000 for the Tonight crowd). Even the house band bears no comparison. Has no one pointed out to Kevin Eubanks that his painfully fake laughter only highlights how devoid of mirth Jay's jokes are? Frankly, he doesn't even look like he likes Jay. He, like the viewer, is just putting in time before he goes to bed every night. Max Weinberg, meanwhile, along with being a famous musician in his own right, can hold his own in the comedy department. La Bamba is a hilarious one-man festival of the bizarre.

Yet Conan undeniably lost this battle.

The problem is that there is a very real silent majority that just doesn't get it. Baby Boomers. They're your parents, and they, not Jay or NBC, are the real villains here. Because they're getting old, and they like the comfort of the familiar. (Some aren't even that old, and some might be funny people in their own right--but they're not part of the Conan generation. And among those for whom actual laughter is an important part of a comedy show, well, they were watching Letterman all along.) Here, "I'm with Coco" and #teamconan are meaningless noise. They are useless preaching to the converted, because the old heathens aren't on the facebooks and all they know about tweets is that CNN thinks they're somehow important.

The Boomers' appreciation of comedy has grown stale, and they're not receptive to any message which might set them straight, 'cause ultimately they don't really care. The world revolves around them. They have the big money. They're the ones buying Cialis and cruise vacations, so they're the ones at whom all the expensive ads are aimed. But they can't get their heads around Conan O'Brien's inherent weirdness, because his jokes aren't lazy and obvious like Leno's, so the ads for mutual fund companies and Cadillacs aren't being seen by enough eyes to warrant the spending. Ratings drop, then ad revenue drops, and then a funny guy loses the job he clearly dreamed of having his whole life.

Sure, NBC probably wishes it could let creative people do funny things all night, but when the money only flows from the mediocrity, what are they to do? The peacock network is a massive corporation, owned by an even more massive corporation that needs to see results, or somewhere down the line people will lose their jobs. There's no time to slowly nurture the network's flagship show back into healthy numbers, as it deserves. Unbearably, but reliably, Leno puts old-person-asses in seats. The man can sell a GE lightbulb. And sometimes to keep your 30 Rocks afloat, you have to suck it up and make a Biggest Loser.

Certainly, NBC and Leno are not devoid of blame. Far from it. Seven months was obviously not enough time for Conan to get into the groove of a show that he could probably have hosted for over a decade. Further, leading in to the news with the dreadful Jay Leno Show was rightfully complained-about by NBC affiliates across the country, and was a solid way to make sure that everybody wandered away at 10:00 to do the dishes and play Scrabble. But it's not like everybody was watching ER back in the old days. The news was still on at 11:00, and the Tonight Show followed. Conan had that format to work with, but the Boomers and their wallets just weren't there any more. Ultimately, your parents' failure to recognize comedic brilliance is to blame for the imminent return of Jay Leno to Tonight.

In some ways, Conan will be better off. Likely finding a new home on Fox in September, expectations will be more in line with his comedic sensibilities. But the viewership numbers still won't be stratospheric, and, as Conan has sadly pointed out throughout the week, he won't be part of one of the most respected institutions in television history. He'll be a sad footnote in that institution's story.

EDIT, 15 April 2010 | More proof that Conan was lost on his own generation: try explaining to your dad why Conan-as-Dick-Van-Dyke-as-Thom-Yorke is funny and cool.

This Is Old City Hall, Day 3

As part of Osgoode's Intensive Program in Criminal Law, I'm spending my final term of law school at Old City Hall. Go to the first day.

The judge I was to follow today is ill, so I have the day off to start my seminar on wiretap procedure and finish reading Old City Hall. In the book, the Leafs are on a Stanley Cup run. Who would've guessed: magic realism in a crime novel.

Last night I had a nightmare that my fall-term marks came out and they were horrible: Cs, Ds and one G, which I construed as bad intuitively. In waking life, grades don't much trouble me -- they've been bad for the last four semesters, there's no reason they should improve now -- but evidently they still trouble my unconscious.

This Is Old City Hall, Day 2

As part of Osgoode's Intensive Program in Criminal Law, I'm spending my final term of law school at Old City Hall. Below are the events of my second day there. Go to the first day.

Today was a short day but a notable one: I observed my first judicial pretrial discussion. The discussion was in relation to two individuals accused of trafficking narcotics -- my bread and butter! I wasn't privy to the specifics (nor could I share them if I were) -- suffice to say that negligible amounts of narcotic were trafficked on a series of occasions.

Present at the pretrial were two defence lawyers, a federal Crown prosecutor, a police officer, Her Honour and myself. There wasn't room for all of us in the office sitting area, so Her Honour sat on the couch with the professionals and I occupied Her desk. Comments were made about my youthful appearance; this is a common occurrence for me and one I am assured I will relish in years to come. Drunk with the power that emanates from a judge's desk, I paid the jokes no heed.

It struck me during the discussion that the Crown is afforded a great deal, almost a quasi-judicial amount of deference. He delineated the facts, the case's strengths and weaknesses, the backgrounds of the accused and Her Majesty's expectations for sentencing. Presumably his assessments were fair, because defence counsel made no comment for their duration. They seemed more or less happy to let the Fed tell the story.

This is not to say that counsel weren't fearless advocates for their clients: the tone of the discussion was cordial but combative, the respective positions of the parties firm and well-articulated but open to debate. To wit --

DEFENCE COUNSEL: "I know what you're thinking, Your Honour: 'Thank God for conditional sentences', isn't that right?"

HER HONOUR: [sarcastic] "First thing that entered my mind."

FEDERAL CROWN: "... Oddly enough, not mine."

Har, har.

There is an element of social work to the profession of criminal law that is paid little attention by the public. Those embroiled in the justice system have no chance of emerging rehabilitated without the assistance of professionals on both sides of the bar, and those professionals, Crown and defence, take that obligation seriously. Defence counsel was frank -- almost too frank -- about his client's efforts to honour the conditions of his 'release' (under house arrest): "I like all my clients," he said, "but [this one] is frustrating. But he tries."

I was cut loose shortly after the pretrial. I might have spent the free time preparing an essay proposal, or readying my class seminar on wiretaps. Instead I strolled back across the street to Starbucks, where I got a coffee, took up a stool and read Robert Rotenberg's Old City Hall, in view of the building itself. The book rewarded me with a description of the building that might have been penned from the very spot where I was sitting:

The Hall covered a whole city block. Five stories high, it was a massive stone structure, asymmetrical in design, filled with curling cornices, rounded pillars, marble walls, smiling cherubs, overhanging gargoyles, and the big clock tower to the left side of the main entrance, which topped it off like a gigantic misplaced birthday candle. Above the arched front entryway, the words MUNICIPAL BUILDINGS hidden among a swirling band of curlicues and bows, denoted its initial use.

Observations, Day 2

• Taped to the computer monitor on her desk, Her Honour has an inventory of items she must remember to ferry between home and the courtroom: pen, highlighter, computer, keys, pad, trial book, Code, glasses, BlackBerry (with a reminder to keep it set to vibrate -- it doesn't do to have one's phone go off in court, especially when one is the judge), iPod. The tools of the legal professional's trade. And an iPod.
• Sometimes I picture the commission of the offences I'm reading about, and wonder whether I could have pulled them off where the accused persons failed. (They've always failed; that's why they're in court.) This happened often when I worked for the Feds in the summer, and even when I read cases in first year Crim, or Evidence, or Crim Pro, and it happens at Old City Hall. I wonder if other students and practitioners do this or if there's something the matter with me.

This Is Old City Hall, Day 1

As one of twenty students admitted to Osgoode's Intensive Program in Criminal Law in spring 2010, I'm spending my final term of law school at the placement of my choice: Old City Hall, one of Ontario's busiest provincial courts. I will spend four days a week there for the next ten weeks, shadowing judges, observing all manner of proceedings, assisting the judiciary where possible, and recording my experience.

Below are the events of my first day. In detail.

8:58 am. At the outset of any new undertaking, I always plan to arrive half an hour early, to get my bearings. Inevitably I fail and today is no exception. I left my house at 8:37 and reached the office of the court clerk 21 minutes later. She directs me to the judges' secretaries office.

9:02 am. A secretary informs me that Justice C------- will arrive at 9:45, so I should feel free to go get some coffee. I comply.

9:15 am. At Starbucks, across the road from Old City Hall, a boozy old man is addressing the baristas: "Did you hear about this Edward Greenspan? He got 'em all off! All of 'em! Edward Greenspan got 'em all off!" He repeats words to this effect all the way out the door. I wonder if he is paid to do this at a coffee shop frequented by court patrons or if he's just a genuine proponent of Team Edward.

10:00 am. Justice C------- collects me from the secretaries' pool and directs me to her office. Like the rest of the courthouse, it is well-appointed and lived-in. There are Renaissance paintings on the walls, but the place of honour above the couch belongs to a more modern piece: a bonfire, orange-on-black, painted by C------- J.'s middle child. During our conversation we discover that we're both graduates of the History and English faculties at Huron University College.

Somewhere in the building, a courtroom is being kept waiting while we become acquainted.

10:32 am. In a large courtroom with bad acoustics: C------- J. is presiding over a sentencing hearing for an individual who has pleaded guilty to possession of child pornography. Out the window you can see the weather beacon on top of the Canada Life Building. Either the temperature or the barometric pressure in the city is going up; who can read that thing.

An officer is giving evidence to the effect that there are six categories of naughty picture:

1. child pornography;
2. child nudity;
3. child other [depicting children not in a state of undress];
4. adult pornography;
5. obscenity [the officer giving testimony cites bestiality as an example -- not to make these proceedings more distasteful or anything]; and
6. other.

All six categories are represented on the accused's hard drive. The officer was thoughtful enough to bring examples of each, seized from the computer of the accused. Her Honour and counsel for the accused are viewing the pictures over the officer's shoulder while he describes their contents in monotone. He doesn't have an enviable job.

These days, possession of child porn carries a mandatory minimum sentence of 45 days' imprisonment. (Whatever one's feelings about mandatory minimums, this one would have been difficult to oppose, politically-speaking.) The Crown is looking for six months, followed by probation.

[This particular Crown prosecutor fits an archetype that I've noted in this courthouse and others: the Maverick. He may represent Her Majesty by day, but he's no government stooge -- he has a goatee and an earring, see? So he's more like a government stooge from 1994.]

The Crown offers a sort of "market" argument to the effect that possession of this kind of material begets its production. I can't help but wonder if this is accurate, given that the accused downloaded all the photos from LimeWire and no money changed hands -- but then, what incentive is there to disseminate this stuff? To paraphrase the Shadow, who knows what logic lurks in the minds of child pornographers?

A more cogent argument for strong denunciation: child pornography creates "cognitive distortion" about norms of sexual behaviour in those who view. The point may be applied to pornography in general: no less scholarly a source than Details Magazine says that the ubiquity of internet porn has turned the bedrooms of North America into dens of bukkake and other terms best left un-Googled.

11:45 am. Morning recess. C------- J. makes calls and consults the annotated Criminal Code. (Just because you've been on the bench for five years doesn't mean you have it memorized. It's comforting that she is so diligent.) Meanwhile I peruse her office reading material -- The Origins of Reasonable Doubt, an examination of the modern legal principle's conception as a theological maxim. It's more interesting than its name suggests.

Did you know: in bygone eras, in jurisdictions where firing squads were employed, one member of the firing squad would be issued a blank bullet. However, none of the squad members knew which of them had the blank. When a shooter pulled the trigger, therefore, he could never be certain whether he had fired a killing shot. In this way the shooters' consciences remained clean but the condemned man got shot just the same.

To understand how that relates to the modern common law concept of reasonable doubt, you'll have to purchase the book.

12:15 am. Defence submissions. Counsel takes care not to minimize the seriousness of the offence to which his client has pleaded. The accused has been under house arrest for perhaps a year already. He has an undiagnosed learning disability and he has been severely depressed. He accepts responsibility for his actions, a "curiosity that got wildly out of hand".

Counsel argues that a computer ban is unduly restrictive "in this day and age" and advocates that severe restrictions on use of the device be imposed instead. C------- J. seems receptive to this submission.

The accused is prohibited from attending parks, pools, community centres and other public places where children might be found, though he has no history of interference or assault.

1:00 pm. Her Honour asks the accused if he would like to make any statement. Having been weeping for the duration of proceedings, he bursts into sobs. He struggles to speak but he's incoherent. One word that emerges is "hospital". Counsel informs the court that his client looks forward to undergoing treatment and getting better.

2:45 pm. Back in the courtroom, awaiting Her Honour, who spent her lunch hour composing her decision. Crown, defence and accused are sitting together awkwardly. The lawyers are reviewing precedents, probably whatever was closest to hand.

I already know the judge's decision, which is strange and something I expect will never be repeated in my career.

2:49 pm. I wonder if the accused will be able to keep it together when his sentence is read. I know I couldn't, whichever way the wind blew.

2:51 pm. A court services officer just came in. He doesn't remove his hat in the courtroom, which distracts me. It takes me some time to figure out he's there to escort the accused out following his sentencing. Police have depressing jobs around here.

3:10 pm. Four months' jail, followed by probation, with stringent provisions regarding contact with children and computers, and entry onto the Sex Offender Registry. The accused is admirably composed. My first day at Old City Hall is over.

Observations, Day 1

• I spent the day wrestling with how to address C------- J. when in the privacy of her own chambers. Occasionally I caught myself using the familiar "you/your" rather than "Your Honour/Your Honour's", but I rectified the missteps by the end of the day. Notably, Her Honour does not use her own honorific when she answers her phone; she uses her first name.
• Her Honour is exactly twice my age and has been a judge for five years. If I haven't grown disenchanted and quit nineteen years from now, maybe I'll put my name in.
• These posts are going to be pretty text-intensive. Pictures are not permitted during court hours.

Canary in a Coal Mine, or Any Excuse to Cry Foul?

[A response to Airport Security: Trading Liberty for the Illusion of Safety by Rob Evans, Jan. 09, 2010.]

Your Michael Jordan introduction is clever, but it feels like you came up with it first and then looked for an argument to shoehorn it into. You say that North American governments are playing a "similar game" but make no attempt to identify the similarity. Are you the terrorists? Is Michael Jordan the government? So, the government wins if terrorists quit making attempts to blow stuff up and the terrorists win whenever they succeed once? Or is it that the terrorists win if the government stops trying to stop them, and the government wins if they stop even one? What are you even advocating with this paragraph? That governments stop trying to weed out terrorists?

"The gun is visible enough, but what of the white stuff around the body? Is that just thick underwear or a plastic explosive? The gun would have been detected by conventional screening anyway, so what we're gaining here is a big fat nothing."

Your conclusion does not follow from the premise. The gun would be found through less intrusive means. Fine. So we should stop when we find the gun? And if somebody has a plastic explosive, they get a pass because it rather resembles thick torso-underwear to someone with no training on such a system (ie. you)? How is this "a big fat nothing"? The image quite clearly shows a lot more than just a gun, and you seem to be pretending there's nothing else there because it serves your argument to do so.

You've provided no support for the statement that "subjecting millions of our own travelers to these machines does not make us safer". Obviously it is difficult to prove a negative, but it seems fairly evident to me that full body imaging cannot fail to be more effective than mere metal detectors and random pat-downs.

"We have been losing bits of liberty, step by step, each time a terrorist attempts to attack a plane." Maybe so. But what precisely are you advocating with this paragraph? That we blithely assume that once a terrorist tries one method, they will move on? That once a weakness has been exploited, we should ignore it instead of addressing the risk? Fool me once, as they say, shame on you. Fool me twice, shame on me. Certainly it is better to be proactive, but there's no reason not to be reactive as well. Terrorists don't win when they put some people through some minor inconvenience on their way to enjoy the miracle of flight, they win when they blow up those flights.

"Anal cavity searches are coming"? Doubtful. There's no actual violation of the physical person here. It's an image, not a probe. You must realize that slippery-slope arguments are logical fallacies, unless you also believe that gay marriage leads to bestiality and polygamy. Rhetoric about being bent over is merely colourful.

Statistics. Generally inadmissible in the courtroom, as dear Prof. Maveal taught us, and just as useless here. Planes versus cars is apples versus oranges. The difference in the numbers is a reflection of a number of factors, none of which support the argument that we should stop looking for terrorists in airports. If anything, you're now arguing that we should be sacrificing a little more liberty to have our cars crash less often.

We control our cars. We use them all the goddamn time. We use them individually, and when we crash, it is the fault of an individual, not an ideology. In such instances the government can not be said to have failed to protect us. Regardless, governments expend a great deal of money and effort trying to curb crashes. That they occur anyway is not to suggest that we should fear them more than attacks by terrorists, but rather that we should drive carefully.

We don't control planes, and we generally don't use them all that often. They are piloted by strangers, and indeed are a pseudo-governmental service, when you consider their subsidization. When a plane crashes, it may be nothing more than pilot error or mechanical malfunction. These things happen very rarely, as a result of the massive regulatory systems in place governing flights. But, when a terrorist hijacks or blows up a plane, the government has failed to protect us. For this reason, we sacrifice some of our convenience (I won't say liberty here, 'cause I don't define the word so callously as to assume it means "ten extra minutes waiting in a line" or "a picture of me naked, but as an alien"). We cannot "afford to lose a few more planes," because it means a very different thing. A plane crash is a victory for an ideology which sees it as acceptable to blow up a couple hundred innocents for no reason. A car crash means nothing to anyone besides those involved. In short, we have security checkpoints in airports because they are targets. You know this, of course, so the inclusion of the statistics does nothing but obscure the liberty issue.

Afghanistan and Iraq. About security? Partly, I suppose, but that is a gross oversimplification. But I'm not about to start defending those particular endeavours.

I'm not afraid of heights, and I'm not afraid of flying. I love flying, actually. But I have no desire to see anyone blown up just because the government ignored viable security techniques that imposed a minimal inconvenience. Hell, done right it seems like full body scans could actually speed things up. I mean, "done right" is probably a prohibitively big stretch for airlines and governments, but I can dream.

To conclude, terror is not a choice, it is an imposition. And you cannot confuse liberty with convenience. Liberty can never be overvalued, while convenience is not worth the sacrifice of even one life.

The Correct Answer was "O-V-Y"

U.S. Customs and Border Protection official: "Citizenships?"

Me: "Canadian."

Border guard: "Where you boys headed?"

Me: "UDM law school."

Border guard: "What time does class start?"

Me: [looks at dashboard clock: 8:30] "Right now."

Border guard: "Why you late?"

Me: [gestures vaguely to passenger seat] "His fault."

Paul: "It's true."

Border guard: "Your vehicle?"

Me: "Yes."

Border guard: [looks at mirror behind truck, reading license plate] "N6A ..."

Me: "1 ... 4 ... 7?"

Border guard: ...

Me: "Was I close?"

Border guard: "Nah." [waves car through anyway]

Paul: [laughter]

Some days, America is awesome.

Q: "Where Does He Get Those Wonderful Toys?"

A: Gotham City Negotiable Promissory Note

The Problem

In order to carry out his crusade against crime and injustice in Gotham City, the Batman burns through significant resources. The production of countless gadgets, not to mention the research and development behind such production, must take place somewhere. As billionaire playboy Bruce Wayne owns Wayne Enterprises, his access to a highly advanced research and development department and its attached production facilities is a convenience unparalleled throughout the greater crime-fighting community. Yet if the company’s seemingly infinite production of bat-shaped vehicles did not recoup some manner of profit, many questions would be raised at meetings of its Board of Directors, and the identity of the Dark Knight would certainly be exposed. Further, if Bruce Wayne were to commingle personal and company funds to fight his war, the corporate veil would be of little defense against curious financial investigators.

The Transaction

In order to hide his nocturnal activities, while ensuring a ready supply of batarangs and utility belts, Bruce Wayne must supplant Wayne Enterprises’ massive bat-related expenditures with his own tragedy-tainted inheritance money. To that end, he provides Wayne Enterprises CEO Lucius Fox with fifteen million dollars per year, allocated monthly and evidenced by a promissory note. Mr. Fox had his attorney draw up the particulars in order to protect himself.After all, one does not leave such things to a depressive vigilante that dresses like a bat and spends his nights punching psychotic clowns.

NEGOTIABLE PROMISSORY NOTE

$15,000,000

PLACE OF EXECUTION: GOTHAM CITY, GOTHAM DATE: NOV. 5, 2009

THIS PROMISSORY NOTE (the “Note”) is effective as of the date it is executed by Bruce Wayne (“Maker”), for the purpose of evidencing an obligation from Maker to Wayne Enterprises Inc., a Gotham corporation with its principal offices located at 500 Finger St., Gotham City (“Payee”).

1. PROMISE TO PAY. For value received and continued discretion, the undersigned, Bruce Wayne, unconditionally promises to pay Payee or order, at the accounting offices of Warren White, 360 Murphy Avenue, Gotham City, or at such other place as may be designated in writing by the Holder of this Note, the principal sum of Fifteen Million Dollars ($15,000,000) in lawful money of the United States of America, with no additional interest, costs or fees (in the event of timely payment) to be paid in the following 12 installments. The checks for all installments are to be made payable to “Warren White, Accountant for Wayne Enterprises” and are to be mailed directly to the offices of Warren White. via overnight mail. Installment payments shall be made as follows:

1. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Dec. 5, 2009.
2. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Jan. 5, 2010.
3. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Feb. 5, 2010.
4. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Mar. 5, 2010.
5. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Apr. 5, 2010.
6. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before May 5, 2010.
7. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Jun. 5, 2010.
8. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Jul. 5, 2010.
9. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Aug. 5, 2010.
10. One Million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Sept. 5, 2010.
11. One million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Oct. 5, 2010.
12. One million Two-hundred-fifty Thousand Dollars ($1,250,000.00) on or before Nov. 5, 2010.[i]

2. MANNER OF PAYMENT. All installment payments shall be made by certified check drawn on the bank account of Maker.[ii]

3. NOTICE OF NON-PAYMENT. If Maker fails to make a payment set forth above on its due date, Payee shall give Maker written notice of such nonpayment. The date of such notice shall be deemed to be the date that Payee transmits such notice by facsimile to the number set forth in Paragraph 4 below. Maker shall have Five (5) days from the date of such notice to make said payment. The date that a payment is made pursuant to such notice shall be deemed to be the date that such payment is mailed via overnight mail to the offices of Warren White.[iii]

4. NOTICE. Any notice to be provided to Maker pursuant to Paragraph 3 or any other notice to be given by Maker or Payee shall be given in writing, by facsimile and first class mail, as follows:

MAKER	PAYEE
Bruce Wayne c/o Alfred Pennyworth Wayne Manor: 1007 Mountain Dr., Gotham County Fax: 555-422-8626	Lucius Fox, CEO, Wayne Enterprises 1 Finger St., Gotham City Fax: 555-369-2315

5. OPTIONAL PREPAYMENT. This Note may be prepaid in whole or in part at any time, without premium or penalty.[iv]

6. EVENTS CONSTITUTING DEFAULT. Maker shall be immediately in default upon the occurrence of any of the following events:

(a) Maker fails to pay any amount due hereunder in full when due and Maker fails to make such payment pursuant to the five-day notice provisions of Paragraph 3 above;

(b) Maker violates or otherwise fails to perform or observe any term, covenant, or agreement contained in this Note;

(c) a receiver is appointed for all or any part of Maker’s property;

(d) Maker files or has filed against it any petition under any provision of the Bankruptcy Code, or any future bankruptcy law;

(e) default under any collateral, mortgage or security agreement given as security for this note or as security for the guaranty of payment of the obligations of the Maker hereof, or under any extension or modification thereof;

(f) Maker fails to pay any tax when due;

(g) any misrepresentation is made to the Holder hereof by the Maker for the purpose of obtaining credit or an extension of credit to the maker;

(h) sale or transfer of substantially all of Maker’s assets; or

(i) Bruce Wayne ceases to be Director of the Wayne Foundation charitable organization.[v]

7. ACCELERATION. In the event that Maker defaults under this Note, then, at the option of the Holder of this Note, the entire unpaid balance owing shall become immediately due and payable. Interest on the indebtedness evidenced by this Note after default shall be due and payable at the rate of five percent (5%) per month, or the highest rate allowable by law, computed from the day of default. Neither delay in asserting this right nor the acceptance of past due payments shall be deemed a waiver thereof.[vi]

8. DISHONORED CHECKS. In the event that any payment on this Note is made by a check that is dishonored by the drawee bank, for any reason whatsoever, there shall be added to the amount owing under this Note, the sum of Five-thousand Dollars ($5000.00) to cover banking charges, expenses related to such dishonored check, and inconvenience to the Holder of this Note.[vii]

9. WAIVERS. Maker waives presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note and expressly agrees that this Note, or any payment hereunder, may be extended from time to time at the written consent of the Holder, all without in any way affecting the liability of the Maker. In any litigation with the Holder, whether or not arising out of or relating to this Note or any collateral security therefor, said parties expressly waive trial by jury, and in addition, expressly waive the right to interpose any defense based on any statute of limitations or any claim of laches and any set-off, counterclaim or cross-claim of any nature or description.[viii]

10. ATTORNEYS’ FEES AND INTEREST. If an event of default has occurred and the Holder of this Note refers it to any attorney for collection, Maker agrees to pay all costs and reasonable attorneys’ fees incurred by the Holder of this Note in connection therewith. Interest shall accrue from the date of default at the rate of sixteen percent (16%) per annum or the maximum legal interest rate, whichever is greater.[ix]

11. CONSTRUCTION. This note shall be governed and construed in accordance with the laws of the State of Gotham. Any provision hereof which may prove unenforceable under any law shall not affect the validity of any other provision hereof. For purposes of any action or proceeding involving this promissory note or any of the obligations of the undersigned, the undersigned hereby irrevocably submits to the jurisdiction of the courts of the State of Gotham and of the United States having jurisdiction in the County of Gotham and the State of Gotham, and agrees not to raise and waives any objection to or defense based upon the jurisdiction or venue of any such court. The undersigned agrees not to bring any action or other proceeding with respect to this Note or with respect to any of its obligations hereunder in any other court unless such courts of the State of Gotham and of the United States determine that they do not have jurisdiction in the matter.[x]

12. SUCCESSORS. The terms and conditions of this Note shall be binding jointly and severally upon the successors, assigns, heirs, survivors and personal representatives of Maker and shall inure to the benefit of any Holder, its legal representatives, successors and assigns.[xi]

13. NO-DEFAULT DATES. If the due date of any payment under the schedule in Paragraph 1 falls on a Saturday, Sunday or public holiday, such payment may be made on the next business day without constituting a default in payment under this Note.[xii]

14. PRESERVATION OF HOLDER’S RIGHTS AND REMEDIES. None of the foregoing shall in any way impact, limit or impair Holder’s rights and remedies in connection with the enforcement of this Note. The Holder hereof shall not by any delay, commission, failure to act or otherwise be deemed to have waived any right, power, privilege or remedy hereunder, and no waiver whatever shall be valid unless in writing signed by the Holder hereof, and then only to the extent therein set forth. No exercise of any right, power, privilege or remedy provided-for herein shall preclude any such subsequent exercise, to any degree, whether performed fully or partially. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law and may be exercised singly or concurrently.[xiii]

15. AMENDMENT. This note may not be changed or terminated orally, but only by a writing signed by the Holder hereof, and only after the Holder has been afforded a period of not less than three days in which to consult with a qualified advisor.[xiv]

Maker: Bruce Wayne

_________

[Signature]

Payee: Wayne Enterprises

_________

[Signature] By: Lucius Fox, CEO

---

[i] With noted financier Warren White controlling payments, Mr. Fox retains a level of plausible deniability as regards the nature of the funds. As the note satisfies the requirements of § 3-104(a) of the Uniform Commercial Code, it constitutes a negotiable instrument. Such a device allows the actors to sell the Note to other individuals, including other of Wayne Enterprises’ many clients (e.g., S.T.A.R. Labs, LexCorp, etc.), the better to camouflage the projects and launder the influx of funds. Using a payment schedule rather than a lump sum serves to minimize undue attention which the payments might otherwise draw, while still ensuring that sufficient capital remains available to meet the idiosyncratic and exacting specifications of the World’s Greatest Detective.

[ii] Beyond merely adding the extra security of bank-certification, requiring Bruce Wayne’s payments to be made by check rather than in cash provides an added layer of paperwork with which to ensure the billionaire’s continued cooperation, should investigators turn their attention to the activities of the Wayne Enterprises R&D division. With a long paper trail leading to Wayne Manor, and by extension to the Bat Cave, Mr. Fox also maintains a distinct advantage in any subsequent contractual negotiations.

[iii] Mr. Wayne is a busy man, prone to brief disappearances (whether away serving the Justice League of America or undercover as his Gotham underworld alter-ego, Matches Malone), and so the five day grace period exists to serve his unconventional schedule. Still, the period is relatively short, so that Mr. Fox may move quickly to cover his own assets, and those of the company, in the event of default.

[iv] In the event that the Batman’s needs exceed those funds provided for under the Paragraph 1 payment schedule, Mr. Wayne has the option of paying for the difference wherever a shortfall presents itself. This provision ensures that Mr. Fox is never forced to choose between illegally using corporate funds to fill a bat-order, on the one hand, or disappointing the scary man in the cowl, on the other.

[v] The safest way to shield Mr. Fox from the more dangerous aspects of Bruce Wayne’s double life is to ensure that a broad spectrum of activities and events are sufficient to trigger default under the Note, whereupon the Wayne Enterprises CEO may immediately move to recall the full extent of the Note’s obligations, unconditionally and without exception. Given that an alarming number of the Batman’s enemies have determined his true identity throughout the years (e.g., Dr. Thomas Elliot, Ra’s al Ghul, Dr. Hugo Strange, Edward Nigma, etc.), it is particularly advisable for Mr. Fox to regard certain events as warning signs that Bruce Wayne has in fact either been replaced by, or is under the influence of, such a dangerous individual. To that end, the occurrence of any event outlined in sections (a) through (i) of this provision should be seen to represent not only evidence of such financial difficulties as would ordinarily suggest to the prudent observer that outstanding debts should be collected, but also evidence that the Maker is not the real Bruce Wayne. In particular, if sections (h) or (i) are triggered, it may be assumed that the Maker is either under the influence of one of Jervis Tetch’s mind-control devices, or, alternatively, that Jane Doe has murdered Bruce Wayne and is wearing his skin as a disguise. The legacy of Thomas and Martha Wayne is embodied at Wayne Manor, and lives on through the charitable work of the Wayne Foundation; the real Bruce Wayne would never part with either.

[vi] Should Bruce Wayne (or, as noted, his doppelganger) default under the Note, this provision allows Mr. Fox to immediately move to recall the full extent of the Note's obligation, unconditionally and without exception. The accrual of interest on any unpaid balance thereafter increases the likelihood that Wayne Enterprises may claim a return from its investment in the Batman, without regard to the original pay schedule, even if the Dark Knight’s grip on the Gotham underworld may be in jeopardy. Putting a swift end to the contractual relationship under such circumstances serves to protect not only the corporation’s interests, but also Mr. Fox’s personal health and well-being.

[vii] In recognition of the fact that Mr. Fox's time is very valuable, this provision imposes a strict penalty for wasting that time. The CEO of Wayne Enterprises should be well-compensated for efforts expended due to the failure of an absent-minded young billionaire to maintain funds in his checking account sufficient to meet his obligations.

[viii] This provision further reinforces the negotiability of the promissory note, emphasizing that the Maker's obligations to the Holder are not subject to strict adherence to formal rules of presentment, protest, demand, or notice, but rather are absolute. The provision further waives both parties' right to elect a jury trial, in recognition of the fact that while members of the Gotham judiciary look favorably upon the efforts of the Batman, forcing Bruce Wayne to appear before a jury of his peers to justify Wayne Enterprises' massive expenditures would threaten the interests of all parties. Defenses which might be raised against a possible Holder of the Note are also waived in the interests of remaining discreet.

[ix] The natural and foreseeable consequences of Mr. Wayne's default should not fall on Mr. Fox, but rather should be borne by the billionaire.

[x] With nearly infinite resources, few concrete ties to the Gotham community, and a fleet of bat-shaped vehicles to traverse land, sea, and air, Bruce Wayne can afford to live comfortably anywhere in the world, and to do so at hardly a moment's notice. Requiring that the Maker waive venue and jurisdiction defenses ensures that the playboy may not simply pull up his local roots and evade the reach of the Gotham's judiciary whenever it pleases him to do so. It also ensures that the laws governing the contract are those well-known to Mr. Fox, rather than any number of obscure foreign edicts with which the globe-trotting Detective might be familiar.

[xi] As the Wayne Enterprises R&D division is not infallible, neither is the Batman invincible; thus, in the event of Bruce Wayne’s death, the present Note will continue in force and effect with his successors becoming responsible for the remaining debt obligation. Indeed, as it is likely that the mantle of the Batman will be taken up quickly by one of his sons, whether adoptive (Dick Grayson or Tim Drake) or biological (Damian Wayne), the need for Wayne Enterprises to continue to fund the ongoing mission of Gotham’s protector is likely to continue, and so the contractual relationship should remain place.

[xii] Just because the Caped Crusader never takes a day off doesn’t mean that Mr. Fox should have to be out double-checking the timeliness of payments on Thanksgiving.

[xiii] This provision once again reinforces the notion that the Maker's obligation to the Holder of the Note is absolute, subject to no exceptions, and dependent upon no additional event or occurrence. The provision further provides that the Holder, whether Lucius Fox or any subsequent individual, may fully exercise any rights found within the Note, or those provided by law.

[xiv] Given the efficacy of the Batman's well-known persuasive techniques, not to mention his access to manipulative technologies and chemicals, it is highly advisable that any change to the existing agreement be made in writing, and that consultation with both lawyers and accountants take place prior to any commitments being made. The Batman may adhere to a strict moral code, but good-faith contractual negotiation is not really his style.

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