**Exhibit 10.12****PROMISSORY NOTE**               **Principal** **Loan Date** **Maturity** **Loan No** **Call/Coll** **Account** **Officer**  **$500,000.00** **11-01-2007** **11-01-2008** **6824**     **BLD** **Initials**References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.Any item above containing “***” has been omitted due to text length limitations.       **Borrower:** **RBC Life Sciences, Inc.** **Lender:** **Independent Bank of Texas**  **2301 Crown Court**   **P. O. Box 167099**  **Irving, TX 75038**   **Irving, TX 75016-7099**      **(972) 870-9300**     **PrincipalAmount: $500,000.00** **Initial Rate: 7.750%** **Date of Note: November 1, 2007****PROMISE TO PAY. RBC Life Sciences, Inc (“Borrower”) promises to pay to Independent Bank of Texas(“Lender”), or order, in lawful money of the United States of America, the principal amount ofFive Hundred Thousand & 00/100 Dollars ($500,000.00) or so much as may be outstanding, togetherwith interest on the unpaid outstanding principal balance of each advance. Interest shall becalculated from the date of each advance until repayment of each advance or maturity, whicheveroccurs first.****CHOICE OF USURY CEILING AND INTEREST RATE.**The interest rate on this Note has been implementedunder the “Weekly Ceiling” as referred to in Sections 303.002 and 303.003 of the Texas FinanceCode. The terms, including the rate, or index, formula, or provision of law used to compute therate on the Note, will be subject to revision as to current and future balances, from time totime by notice from Lender in compliance with Section 303.103 of the Texas Finance Code.**PAYMENT. Borrower will pay this loan in full immediately upon Lender’s demand. If no demand ismade, Borrower will pay this loan in one payment of all outstanding principal plus all accruedunpaid interest on November 1, 2008. In addition. Borrower will pay regular monthly payments ofall accrued unpaid interest due as of each payment date, beginning December 1, 2007, with allsubsequent interest payments to be due on the same day of each month after that. Unlessotherwise agreed or required by applicable law, payments will be applied first to any accruedunpaid interest; then to principal; and then to any unpaid collection costs. The annual interestrate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annualinterest rate over a year of 360 days, multiplied by the outstanding principal balance,multiplied by the actual number of days the principal balance is outstanding, unless suchcalculation would result in a usurious rate, in which case interest shall be calculated on a perdiem basis of a year of 365 or 366 days, as the case may be. Borrower will pay Lender at Lendersaddress shown above or at such other place as Lender may designate in writing. Notwithstandingany other provision of this Note, Lender will not charge interest on any undisbursed loanproceeds. No scheduled payment, whether of principal or interest or both, will be due unlesssufficient loan funds have been disbursed by the scheduled payment date to justify the payment.****VARIABLE INTEREST RATE.**The interest rate on this Note is subject to change from time to timebased on changes in an independent index which is the Wall Street Prime Rate as Published in TheWall Street Journal (the “Index”). The Index is not necessarily the lowest rate charged byLender on its loans. If the Index becomes unavailable during the term of this loan, Lender maydesignate a substitute index after notifying Borrower. Lender will tell Borrower the currentIndex rate upon Borrower’s request. The interest rate change will not occur more often than eachday. Borrower understands that Lender may make loans based on other rates as well. **The Indexcurrently is 7.750% per annum.**The interest rate to be applied prior to maturity to the unpaidprincipal balance during this Note will be at a rate equal to the Index, resulting in an initialrate of 7.750% per annum. NOTICE: Under no circumstances will the interest rate on this Note bemore than (except for any higher default rate or Post Maturity Rate shown below) the lesser of18.000% per annum or the maximum rate allowed by applicable law. For purposes of this Note, the“maximum rate allowed by applicable law” means the greater of (A) the maximum rate of interestpermitted under federal or other law applicable to the indebtedness evidenced by this Note, or(B) the ‘”Weekly Ceiling” as referred to in Sections 303.002 and 303.003 of the Texas FinanceCode.**PREPAYMENT.**Borrower agrees that all loan fees and other prepaid finance charges are earnedfully as of the date of the loan and will not be subject to refund upon early payment (whethervoluntary or as a result of default), except as otherwise required by law. Except for theforegoing, Borrower may pay without penalty all or a portion of the amount owed earlier than itis due. Prepayment in full shall consist of payment of the remaining unpaid principal balancetogether with all accrued and unpaid interest and all other amounts, costs and expenses forwhich Borrower is responsible under this Note or any other agreement with Lender pertaining tothis loan, and in no event will Borrower ever be required to pay any unearned interest. Earlypayments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’sobligation to continue to make payments of accrued unpaid interest. Rather, early payments willreduce the principal balance due. Borrower agrees not to send Lender payments marked “paid infull”, “without recourse”, or similar language. If Borrower sends such a payment, Lender mayaccept it without losing any of Lender’s rights under this Note, and Borrower will remainobligated to pay any further amount owed to Lender. All written communications concerningdisputed amounts, including any check or other payment instrument that indicates that thepayment constitutes “payment in full” of the amount owed or that is tendered with otherconditions or limitations or as full satisfaction of a disputed amount must be mailed ordelivered to: Independent Bank of Texas, P. O. Box 167099 Irving, TX 75016-7099.
 
 

 
**PROMISSORY NOTE****Loan No.: 6824** **(Continued)** **Page 2****POST MATURITY RATE.**The Post Maturity Rate on this Note is the lesser of (A) the maximum rateallowed by law or (B) 18.000% per annum. Borrower will pay interest on all sums due after finalmaturity, whether by acceleration or otherwise, at that rate.**LENDER’S RIGHTS.**Upon default, Lender may declare the entire indebtedness, including the unpaidprincipal balance under this Note, all accrued unpaid interest, and all other amounts, costs andexpenses for which Borrower is responsible under this Note or any other agreement with Lenderpertaining to this loan, immediately due, without notice, and then Borrower will pay thatamount.**ATTORNEYS’ FEES; EXPENSES.**Lender may hire an attorney to help collect this Note if Borrowerdoes not pay, and Borrower will pay Lender’s reasonable attorneys’ fees. Borrower also will payLender all other amounts Lender actually incurs as court costs, lawful fees for filing,recording, releasing to any public office any instrument securing this Note; the reasonable costactually expended for repossessing, storing, preparing for sale, and selling any security; andfees for noting a lien on or transferring a certificate of title to any motor vehicle offered assecurity for this Note, or premiums or identifiable charges received in connection with the saleof authorized insurance.**GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extentnot preempted by federal law, the laws of the State of Texas without regard to its conflicts oflaw provisions. This Note has been accepted by Lender in the State of Texas.****CHOICE OF VENUE.**If there is a lawsuit, and if the transaction evidenced by this Note occurredin Dallas County, Borrower agrees upon Lender’s request to submit to the jurisdiction of thecourts of Dallas County, State of Texas.**DISHONORED CHECK CHARGE.**Borrower will pay a processing fee of $25.00 if any check given byBorrower to Lender as a payment on this loan is dishonored.**RIGHT OF SETOFF.**To the extent permitted by applicable law, Lender reserves a right of setoff inall Borrower’s accounts with Lender (whether checking, savings, or some other account). Thisincludes all accounts Borrower holds jointly with someone else and all accounts Borrower mayopen in the future. However, this does not include any IRA or Keogh accounts, or any trustaccounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extentpermitted by applicable law, to charge or setoff all sums owing on the indebtedness against anyand all such accounts.**LINE OF CREDIT.**This Note evidences a revolving line of credit. Advances under this Note may berequested orally by Borrower or as provided in this paragraph. All oral requests shall beconfirmed in writing on the day of the request. All communications, instructions, or directionsby telephone or otherwise to Lender are to be directed to Lender’s office shown above. Thefollowing person or persons are authorized to request advances and authorize payments under theline of credit until Lender receives from Borrower, at Lender’s address shown above, writtennotice of revocation of such authority: **Steven E. Brown, Vice President, CFO of RBC LifeSciences, Inc.**Borrower agrees to be liable for all sums either: (A) advanced in accordance withthe instructions of an authorized person or (B) credited to any of Borrower’s accounts withLender. The unpaid principal balance owing on this Note at any time may be evidenced byendorsements on this Note or by Lender’s internal records, including daily computer print-outs.**This revolving line of credit shall not be subject to Ch. 346 of the Texas Finance Code.****SUCCESSOR INTERESTS.**The terms of this Note shall be binding upon Borrower, and upon Borrower’sheirs, personal representatives, successors and assigns, and shall inure to the benefit ofLender and its successors and assigns.**GENERAL PROVISIONS.**If any part of this Note cannot be enforced, this fact will not affect the restof the Note. Borrower does not agree or intend to pay, and Lender does not agree or intend tocontract for, charge, collect, take, reserve or receive (collectively referred to herein as “chargeor collect”), any amount in the nature of interest or in the nature of a fee for this loan, whichwould in any way or event (including demand, prepayment, or acceleration) cause Lender to charge orcollect more for this loan than the maximum Lender would be permitted to charge or collect byfederal law or the law of the State of Texas (as applicable). Any such excess interest orunauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce theprincipal balance of this loan, and when the principal has been paid in full, be refunded toBorrower. The right to accelerate maturity of sums due under this Note does not include the rightto accelerate any interest which has not otherwise accrued on the date of such acceleration, andLender does not intend to charge or collect any unearned interest in the event of acceleration. Allsums paid or agreed to be paid to Lender for the use, forbearance or detention of sums due tohereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated andspread throughout the full term of the loan evidenced by this Note until payment in full so thatthe rate or amount of interest on account of the loan evidenced hereby does not exceed theapplicable usury ceiling. Lender may delay or forgo enforcing any of its rights or remedies underthis Note without losing them. Borrower and any other person who signs, guarantees or endorses thisNote, to the extent allowed by law, waive presentment, demand for payment, notice of dishonor,notice of intent to accelerate the maturity of this Note, and notice of acceleration of thematurity of this Note. Upon any change in the terms of this Note, and unless otherwise expresslystated in writing, no party who signs this Note, whether as maker, guarantor, accommodation makeror endorser, shall be released from liability. All such parties agree that Lender may renew orextend (repeatedly and for any length of time) this loan or release any party or guarantor orcollateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateralwithout the consent of or notice to anyone. All such parties also agree that Lender may modify thisloan without the consent of or notice to anyone other than the party with whom the modification ismade. The obligations under this Note are joint and several.
 
 

 
**PROMISSORY NOTE****Loan No.: 6824** **(Continued)** **Page 2****PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDINGTHE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.****BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.****BORROWER:****RBC LIFE SCIENCES, INC**     **By:** **/s/ Steven E. Brown**         **Steven E. Brown, VicePresident,**