Exhibit 10.1


     

    
      

      

    

     

     

    EXHIBIT
      10.1

     

    PROMISSORY
      NOTE

     

    $250,000.00                                            

    Denver,
      Colorado

                                        January
      12,
      2007

     

    FOR
      VALUE
      RECEIVED, and at the times hereinafter specified, the undersigned (“Maker”)
      hereby promises to pay to the order of SAFE HARBOR BUSINESS DEVELOPMENT COMPANY
      (hereinafter referred to, together with each subsequent holder hereof, as
“Holder”), at 1440 Blake Street, Suite 310, Denver, Colorado 80202, or at such
      other address as may be designated from time to time hereafter by any Holder,
      the principal sum of TWO HUNDRED AND FIFTY THOUSAND AND NO/100THS DOLLARS
      ($250,000.00), or so much thereof as shall have been advanced to or for the
      benefit of Maker, together with interest on the principal balance outstanding
      from time to time, as hereinafter provided, in lawful money of the United States
      of America.

     

    The
      term
      of this note shall commence as of the date hereof and, if not sooner paid,
      the
      entire unpaid principal indebtedness, all accrued and unpaid interest, and
      all
      other sums payable in connection with this note shall be due and payable on
      January 12, 2008 (the “Maturity Date”). Notwithstanding the foregoing sentence,
      the maturity date of this note may be extended at the option of Maker for a
      period of one year following the Maturity Date provided Holder receives a
      renewal fee equal to 1.5% of the then outstanding principal balance due. In
      no
      event shall the maturity date of this note be later than January 12,
      2009.

     

    During
      the period commencing on the date hereof and continuing until this note is
      paid
      in full, (a) interest on the principal balance of this note shall accrue at
      the
      rate of 15% per annum and (b) interest payments shall be made every 90 days,
      beginning 90 days for the date hereof. Interest shall be computed on the basis
      of a 360-day year, calculated for the actual number of days
      elapsed.

     

    Whenever
      any payment to be made hereunder is due on a day other than a Business Day,
      such
      payment may be made on the next succeeding Business Day, and such extension
      of
      time shall in such case be included in the computation of payment of interest.
      “Business Day” shall mean a day on which Holder’s offices are open for business
      in Denver, Colorado.

     

    Maker
      may
      prepay this note in whole or in part.

     

    All
      payments hereunder shall, at Holder’s option, be applied first to the payment of
      accrued interest at the rate specified below, if any, second, to accrued
      interest first specified above, and the balance applied in reduction of the
      principal amount. If any payment is not paid when due hereunder, then the entire
      outstanding balance hereunder, including the interest component of the
      delinquent payment, shall bear interest from the date such payment was due
      until
      such payment is paid at a rate equal to 24.00% per annum (the “Default Rate”).
      In addition, upon the maturity date hereof, by acceleration or otherwise, the
      entire balance of principal, interest, and other sums due shall bear interest
      from such maturity date until paid at the Default Rate.

     

    


    
      
        
          
          

        

        
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    Any
      default in payment of any sum required hereunder or performance of any other
      covenant or agreement herein contained shall constitute an “Event of Default”
hereunder and under each document securing this note, and any Event of Default
      under any of such documents securing this Note shall constitute an Event of
      Default hereunder. Any default in payment or other terms of any other
      indebtedness owed by Maker to Holder shall constitute an Event of Default
      hereunder, and any default hereunder shall constitute a default under any other
      such indebtedness. Upon the occurrence of any Event of Default, the entire
      balance of principal, accrued interest, and other sums owing hereunder shall,
      at
      the option of Holder, become at once due and payable without notice or
      demand.

     

    Maker
      and
      all parties now or hereafter liable for the payment hereof, primarily or
      secondarily, directly or indirectly, and whether as endorser, guarantor, surety,
      or otherwise, hereby severally (a) waive presentment, demand, protest, notice
      of
      protest and/or dishonor, and all other demands or notices of any sort whatever
      with respect to this note, (b) waive any defenses that might be available to
      a
      surety or accommodation maker, (c) consent to impairment or release of
      collateral, extensions of time for payment, and acceptance of partial payments
      before, at, or after maturity, (d) waive any right to require Holder to proceed
      against any security for this note before proceeding hereunder, (e) consent
      to
      the release of any other party liable hereunder, without diminishing or in
      any
      way affecting their liability hereunder, and (f) agree to pay all costs and
      expenses, including attorneys’ fees and expenses, which may be incurred in the
      collection of this note or any part thereof or in preserving, securing
      possession of, and realizing upon any security for this note.

     

    The
      provisions of this note and of all agreements between Maker and Holder are
      hereby expressly limited so that in no contingency or event whatever shall
      the
      amount paid, or agreed to be paid, to Holder for the use, forbearance, or
      detention of the money to be loaned hereunder exceed the maximum amount
      permissible under applicable law. If from any circumstance whatever, the
      performance or fulfillment of any provision hereof or of any other agreement
      between Maker and Holder shall, at the time performance or fulfillment of such
      provision is due, involve or purport to require any payment in excess of the
      limits prescribed by law, then the obligation to be performed or fulfilled
      is
      hereby reduced to the limit of such validity, and if from any circumstance
      whatever Holder should ever receive as interest an amount which would exceed
      the
      highest lawful rate, the amount which would be excessive interest shall be
      applied to the reduction of the principal balance owing hereunder (or, at
      Holder’s option, be paid over to Maker) and shall not be counted as
      interest.

     

    If
      any
      provision hereof or of any other document securing or related to the
      indebtedness evidenced hereby is, for any reason and to any extent, invalid
      or
      unenforceable, then neither the remainder of the document in which such
      provision is contained, nor the application of the provision to other persons,
      entities, or circumstances, nor any other document referred to herein, shall
      be
      affected thereby, but instead shall be enforceable to the maximum extent
      permitted by law.

     

    Each
      provision of this note shall be and remain in full force and effect
      notwithstanding any negotiation or transfer hereof to any other Holder or
      participant.

     

    


    
      
        
          
          

        

        
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    MAKER
      HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING IN CONNECTION
      WITH THIS NOTE, OR IN ANY WAY RELATED TO THE NEGOTIATION, ADMINISTRATION,
      MODIFICATION, EXTENSION OR COLLECTION OF THE INDEBTEDNESS EVIDENCED HEREBY.
      MAKER STATES THAT IT HAS CONFERRED SPECIFICALLY WITH HOLDER WITH RESPECT TO
      THIS
      WAIVER, AND MAKER HAS AGREED TO THIS WAIVER AFTER CONSULTATION WITH ITS COUNSEL
      AND WITH FULL UNDERSTANDING OF THE IMPLICATIONS HEREOF.

     

    Regardless
      of the place of its execution, this note shall be construed and enforced in
      accordance with the laws of the State of Colorado.

     

    
      	 	 	 
	 	
              ACROSS
                AMERICA FINANCIAL SERVICES. INC.

            
	 
 	 
 	
              
 

              /s/ Brian L. Klemsz

                

              

               

            
	 	
              By:

            	
              Brian
                L. Klemsz

              
                

              

            
	 	Its: 	 President

              

            
	 	
            
	 	 


    

    
 

    
      
        
          
          

        

        
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