ex10-12.htm

Exhibit 10.12

    


    


    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      AND
      IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED HEREIN.

    


    


    PROMISSORY
      NOTE

    


    US
      $30,000                                                                                                                                       
November
      1, 2007

     

                   
      FOR VALUE RECEIVED, the undersigned, Nano Holdings
      International, Inc., which has a business address of 1640 Terrace Way,
      Walnut Creek, California 94597  ("Maker"), hereby promises to pay to
      the order of Viking Investment Group II, Inc., 488 Madison
      Avenue, New York, NY 10022 ("Payee"), the principal sum of Thirty-Thousand
      Dollars ($30,000), in lawful money in United States of America, which shall
      be
      legal tender, bearing interest and payable as provided herein.  This
      Promissory Note (“Note”) memorializes the terms of a loan originally made by the
      Payee to the Maker on November 1, 2007, and as such this Note has an effective
      date of November 1, 2007 (the “Effective Date”).

    


    Interest
      on the unpaid balance of this Note from the Effective Date of the Note, until
      such Note is paid in full, shall bear interest at the rate of 10% per annum.
      Interest will be computed on the basis of a 360-day year.  All
      principal and accrued interest payable under this Note shall be due and payable
      on December 31, 2008.

    


    Any
      repayment amounts not paid within
      fifteen (15) business days of Payee’s
      demand
      for repayment shall bear interest at the rate of 15% per annum until
      paid.

    


    If
      any
      payment of principal or interest on this Note shall become due on a Saturday,
      Sunday or any other day on which national banks are not open for business,
      such
      payment shall be made on the next succeeding business day.

    


    This
      Note
      shall be binding upon and inure to the benefit of the Payee named herein and
      Payee’s
      respective successors and assigns.  Each holder of this Note, by
      accepting the same, agrees to and shall be bound by all of the provisions of
      this Note.  Payee may assign this Note or any of its rights, interests
      or obligations to this Note without the prior written approval of
      Maker.

    


    No
      provision of this Note shall alter or impair the obligation of Maker to pay
      the
      principal of and interest on this Note at the times, places and rates, and
      in
      the coin or currency, herein prescribed.  This Note may be repaid by
      the Maker at any time.

    


    Notwithstanding
      anything to the
      contrary in this Note or any other agreement entered into in connection
      herewith, whether now existing or hereafter arising and whether written or
      oral,
      it is agreed that the aggregate of all interest and any other charges
      constituting interest, or adjudicated as constituting interest, and contracted
      for, chargeable or receivable under this Note or otherwise in connection with
      this loan transaction, shall under no circumstances exceed the Maximum Rate
      provided by law.

    


    In
      the event the maturity of this Note
      is accelerated by reason of an Event of Default under this Note, any other
      agreement entered into in connection herewith or therewith, or by voluntary
      prepayment by Maker or otherwise, then earned interest may never include more
      than the Maximum Rate, computed from the dates of each advance of the loan
      proceeds outstanding until payment.  If from any circumstance any
      holder of this Note shall ever receive interest or any other charges
      constituting interest, or adjudicated as constituting interest, the amount,
      if
      any, which would exceed the Maximum Rate shall be applied to the reduction
      of
      the principal amount owing on this Note, and not to the payment of interest;
      or
      if such excessive interest exceeds the unpaid balance of principal hereof,
      the
      amount of such excessive interest that exceeds the unpaid balance of principal
      hereof shall be refunded to Maker.  In determining whether or not the
      interest paid or payable exceeds the Maximum Rate, to the extent permitted
      by
      applicable law (i) any nonprincipal payment shall be characterized as an
      expense, fee or premium rather than as interest; and (ii) all interest at any
      time contracted for, charged, received or preserved in connection herewith
      shall
      be amortized, prorated, allocated and spread in equal parts during the period
      of
      the full stated term of this Note.  The term "Maximum Rate" shall mean
      the maximum rate of interest allowed by applicable federal or state
      law.

    


    Except
      as
      provided herein, Maker and any sureties, guarantors and endorsers of this Note
      jointly and severally waive demand, presentment, notice of nonpayment or
      dishonor, notice of intent to accelerate, notice of acceleration, diligence
      in
      collecting, grace, notice and protest, and consent to all extensions without
      notice for any period or periods of time and partial payments, before or after
      maturity, without prejudice to the holder.  The holder shall similarly
      have the right to deal in any way, at any time, with one or more of the
      foregoing parties without notice to any other party, and to grant any such
      party
      any extensions of time for payment of any of said indebtedness, or to grant
      any
      other indulgences or forbearance whatsoever, without notice to any other party
      and without in any way affecting the personal liability of any party
      hereunder.  If any efforts are
      made
      to collect or enforce this Note or any installment due hereunder, the
      undersigned agrees to pay all collection costs and fees, including reasonable
      attorney's fees.

    


    This
      Note
      shall be construed and enforced under and in accordance with the laws of the
      State of Texas.

    


    No
      failure on the part of any party to
      enforce any provisions of this Note will act as a waiver of the right to enforce
      that provision.  A photocopy of this Note shall be effective as an
      original for all purposes.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, Maker has duly executed this Note as of the day and
      year first above written, with an Effective Date as provided above.

    


    


    Nano
      Holdings International,
      Inc.

    
 

    


                                                                                   
      /s/ David Rector

    David
      Rector

    Chief
      Executive Officer and
      President