ex10-19.htm


    Exhibit 10.19


    PROMISSORY
NOTE

    


    


    Date:  January 1,
2006

    


    Maker:  Michael Lambert,
Inc.

    


    Payee:  KBK,
Inc.

    


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

    


    Principal
Amount:  Four Thousand  and No/100 Dollars
($4,000.00)

    


    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, 2009.

    


    The unpaid principal balance, including
any unpaid and accrued interest, shall at no time exceed the sum of four
thousand and No/100 Dollars ($4,000.00).  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, 2009.

    


         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/ Carey
      Birmingham

            
	 
      	
              Carey
      G. Birmingham

            
	 
      	
              CFO

            


    

    
      
        
        

      

      
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