ex10-12.htm


    Exhibit 10.12


     

    PROMISSORY
NOTE

     

     

    Date:
January 13, 2006

     

     

    Maker: Michael Lambert, Inc.

     

     

    Payee: Robert Kremer

     

     

    Place for Payment: 121 Interpark Blvd., Suite
1204, San Antonio, TX 78216

     

     

    Principal Amount: Two Thousand and No/100
Dollars ($2,000.00)

     

     

    Annual Interest Rate on Unpaid Principal from
Date: Zero percent (0%)

     

     

    Annual Interest Rate on Matured, Unpaid
Amounts: Zero percent (0%)

     

     

    Terms
of Payment (principal and interest):

     

     

    Interest,
if any, on any unpaid principal shall be due on the fifteenth (15th) of each
month. All unpaid principal and interest is due and payable on December 31,
2008.

     

     

    The
unpaid principal balance, including any unpaid and accrued interest, shall at no
time exceed the sum of two thousand and No/100 Dollars ($2,000.00). The unpaid
principal balance of this note at any time shall be the total amounts loaned or
advanced hereunder by Payee, less the amount of payments or prepayments of
principal made hereon by or for the account of Maker. It is contemplated that by
reason of prepayments hereon, there may be times when no indebtedness is due
hereunder; but notwithstanding such occurrences, this note shall remain valid
and shall be in full force and effect as to loans or advances made pursuant to
and under the terms of this note subsequent to each such
occurrence.

     

     

    Advances
hereunder shall be made by Payee upon the oral or written request of the
undersigned officer of Maker or any other officer of Maker authorized to make
such a request.

     

     

    Maker
promises to pay to the order of Payee at the place for payment and according to
the terms of payment the principal amount plus interest at the rates stated
above. All unpaid amounts shall be due by December 31, 2008.

     

     

    On
default in the payment of this note or in the performance of any obligation in
any instrument securing or collateral to it this note and all obligations in all
instruments securing or collateral to it shall become immediately due at the
election of Payee. Maker and each surety, endorser, and guarantor waive all
demands for payment, presentations for payment, notices of intention to
accelerate maturity, protests, and notices of protest.

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
 

     

     

    If this
note or any instrument securing or collateral to it is given to an attorney for
collection, or if suit is brought for collection, or if it is collected through
probate, bankruptcy, or other judicial proceeding, then Maker shall pay Payee
all costs of collection, including reasonable attorney's fees and court costs,
in addition to other amounts due.

     

     

    Interest
on the debt evidenced by this note shall not exceed the maximum amount of
nonusurious interest that may be contracted for, taken, reserved, charged, or
received under law; any interest in excess of that maximum amount shall be
credited on the principal of the debt or, if that has been paid, refunded. On
any acceleration or required or permitted prepayment, any such excess shall be
canceled automatically as of the acceleration or prepayment or, if already paid,
credited on the principal of the debt or, if the principal of the debt has been
paid, refunded. This provision overrides other provisions in this and all other
instruments concerning the debt.

     

     

    The terms
Maker and Payee and other nouns and pronouns include the plural if more than
one. The terms Maker and Payee also include their respective successors,
representatives, and assigns.

     

    
      	 
      	
              Maker

            
	 
      	
              Michael
      Lambert, Inc.

            
	 
      	 
      
	 
      	
              By:
      /s/ Robert
      Kremer