Exhibit 10.12


    


    Exhibit
      10.12 --- Promissory
      note dated September 30, 2006 from Barry A. Ginsberg to Katherine Gould for
      $50,000 due and payable on December 31, 2006.

    


    NOTE

     

     

    Date
      of
      Note: October , 2006

    


    


    Principal
      Amount:   Fifty
      Thousand Dollars

    


    


    Maturity
      Date:
      December
      31, 2006

    


    


    


    FOR
      VALUE
      RECEIVED, the undersigned (the "Maker") does hereby covenant and promise to
      pay
      to the order of James Wiegand, her, successors or assigns ("Payee"), at 16200
      WCR 18E, Loveland, Colorado 80537, or at such other place as the Payee may
      designate to the Maker in writing from time to time, the principal and interest
      due on this Note.

    


    All
      payments under this Note shall be applied first to the payment of interest
      at
      the Interest Rate, then to any other sums or charges then due, and then to
      principal.

    


    All
      sums
      payable hereunder shall be paid in immediately available funds and shall be
      payable without relief or benefit of any valuation, stay,
      appraisement,
      extension
      or redemption laws now or hereafter existing.

    


    Time
      is
      of the essence as to all dates set forth herein, provided, however, that
      whenever any payment to be made under this Note shall be stated to be due on
      a
      Saturday, Sunday or a public holiday or the equivalent for banks generally
      under
      the laws of the State of New York, such payment may be made on the next
      succeeding Business Day and such extension of time shall be included in the
      computation of the payment of interest. If the said repayment of the principal
      sum is not paid in full at the earlier of the Maturity Date or an event by
      which
      under the terms of the Loan Documents said principal shall become due and
      payable, then the amount of the principal sum shall bear interest from the
      due
      date to the actual date of payment (whether such payment is made voluntarily
      except in the case of Payee's election to apply insurance proceeds or
      condemnation awards to the repayment of the Principal Amount in the absence
      of a
      default by the Payee, or as a result of foreclosure or other legal process)
      at a
      rate which shall be the lower of (i) sixteen percent (16%) per year and (ii)
      the
      then maximum lawful rate of interest per month, computed from the said due
      date
      to the date of actual payment (the "Default Rate").

    


    This
      Note
      and every covenant and agreement herein contained shall be binding upon Maker
      and its successors and any permitted assigns, and shall inure to the benefit
      of
      Payee.

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    


    Nothing
      in this Note or the Loan Documents shall require Maker to pay or Payee to accept
      interest in an amount which would subject Payee to any penalty or forfeiture
      under applicable law. In no event shall the total of all charges payable
      hereunder, whether of interest or of such other charges which may or might
      be
      characterized as interest, exceed the maximum rate permitted to be charged
      borrowers such as Maker under applicable law. Should Payee receive any payment
      which is or would be in excess of that permitted to be charged under such
      applicable law, such payment shall have been, and shall be deemed to have been
      made in error and shall automatically be applied to reduce the principal balance
      outstanding on this Note.

    


    The
      parties hereto intend that each provision in this Note comports with all
      applicable local, state and federal laws and judicial decisions. However, if
      any
      provision or provisions, or if any portion of any provision or provisions,
      in
      this Note is found by a court of law to be in violation of any applicable local,
      state or federal ordinance, statute, law, administrative or judicial decision,
      or public policy, and if such court should declare such portion, provision
      or
      provisions of this Note to be illegal, invalid, unlawful1
      void
      or
      unenforceable as written, then it is the intent of all parties hereto that
      such
      portion, provision or provisions shall be given force to the fullest possible
      extent that they are legal, valid and enforceable, that the remainder of this
      Note shall be construed as if such illegal, invalid, unlawful, void or
      unenforceable portion, provision or provisions were not contained therein,
      and
      that the rights, obligations and interest of Maker and the Payee or the holder
      hereof under the remainder of this Note shall continue in full force and
      effect.

    


    If
      any of
      the following events shall occur, then, and in such event, Payee may, at its
      option, declare the entire unpaid Principal Amount of this Note, together with
      interest accrued thereon and any and all other charges evidenced and secured
      by
      this Notes, to be immediately due and payable and thereby accelerate the
      Maturity Date, in addition to any other rights or remedies that Payee may have
      under this Note, and any other remedies which Payee may have at law, equity
      or
      otherwise:

    


    (i)  Maker
      shall fail to pay any installment of interest on this Note or any other amount
      due under this Note, when and as the same shall become due and payable, and
      such
      default shall have continued for a period of ten (10) business days after
      receipt from Payee of written notice of such failure; and

    


    (ii)  Maker
      shall fail to comply with any of its other obligations under this Note for
      a
      period of ten (10) days after receipt from Payee of written notice of such
      failure (unless such failure requires work to be performed, acts to be done
      or
      conditions to be removed in order to cure such failure, and the same cannot
      be
      performed, done or removed, as the case may be, within such ten (10) day period,
      in which case no default shall be deemed to exist as long as Maker shall have
      commenced curing the same within such ten (10) day period and shall thereafter
      diligently and expeditiously prosecute the same to completion with due
      diligence. 

    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


     

    This
      Note
      may be prepaid, in its entirety, at any time, without penalty or premium, upon
      at least ten (10) business days prior written notice to Payee. Maker may prepay
      this Note, in whole, by paying to Maker on the date specified in Maker's notice
      (a) the outstanding Principal Amount due and owing under this Note, (b) all
      accrued but unpaid interest on this Note to the date of such prepayment
      (together with accrued and unpaid late or delinquency changes, if any, and
      (c)
      all other sums, if any, due under this Note and/or any and all other Loan
      Documents.

    


    This
      Note
      may not be changed orally, but only by an agreement in writing, signed by the
      party against whom enforcement of any waiver, change, modification or discharge
      is sought.

    


    Should
      the indebtedness represented by this Note or any part thereof be collected
      at
      law or in equity, or in bankruptcy, receivership or any other court proceeding
      (whether at the trial or appellate level), or should this Note be placed in
      the
      hands of attorneys for collection upon default, the Maker agrees to pay, in
      addition to the principal, interest, advances, late charges and other sums
      due
      and payable hereon, all costs of collecting or attempting to collect this Note,
      including reasonable attorneys, fees and expenses.

    


    All
      parties now or hereafter liable with respect to this Note, whether Maker,
      principal, surety, guarantor, endorsee or otherwise hereby severally waive
      presentment for payment, demand, notice of nonpayment or dishonor, protest
      and
      notice of protest. No failure to accelerate the indebtedness evidenced hereby,
      acceptance of a past due installment following the expiration of any cure period
      provided by this Note, or applicable law, or indulgences granted from time
      to
      time shall be construed (i) as a novation of this Note or as a reinstatement
      of
      the indebtedness evidenced hereby or as a waiver of such right of acceleration
      or of the right of the Payee thereafter to insist upon strict compliance with
      the terms of this Note, or (ii) to prevent the exercise of such right of
      acceleration or any other right granted hereunder or by the laws of the State
      of
      New York. Maker hereby expressly waives the benefit of any statute or rule
      of
      law or equity now provided, or which may hereafter be provided, which would
      produce a result contrary to or in conflict with the foregoing.

    


    


    The
      Payee
      shall not by any act, delay, omission or otherwise be deemed to have waived
      any
      rights or remedies hereunder. No waiver shall be valid unless signed by Payee.
      Any waiver by Payee on any occasion shall not bar any right or remedy which
      Payee would otherwise have had on any future occasion. No executory agreement
      unless signed by Payee, and no course of dealing between the Maker and Payee,
      shall be effective to modify or discharge, in whole or part, this Note. All
      rights and remedies of Payee shall be cumulative and may be exercised singly
      or
      concurrently. Terms of this note may not be waived, modified or extended in
      any
      respect without the written consent of Payee.

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    


    


    Maker
      hereby expressly and unconditionally waives, in connection with any suit, action
      or proceeding brought by Payee on this Note, any and every right it may have
      to
      (i) injunctive relief, (ii) a trial by jury, (iii) interpose any set-off or
      counterclaim therein except for counterclaims which must be asserted in the
      action or proceeding in order to be preserved; and (iv) have the same
      consolidated with any other or separate suit, action or proceeding.

    


    This
      Note
      is fully negotiable by Payee.

    


    This
      Note
      is to be construed and enforced in accordance with the laws of the State of
      New
      York without giving effect to New York's principles of conflicts of
      law.

    


    Maker
      irrevocably submits to the exclusive jurisdiction of any State or Federal court
      sitting in the County of Larimer, State of Colorado and consents that, in
      addition to any methods of service of process provided for under applicable
      law,
      all service of process in any such suit, action or proceeding referred to above
      may be made by certified or registered mail, postage prepaid, return receipt
      requested, directed to Maker at the address indicated below and service so
      made
      shall be complete and for all purposes deemed by Maker to be good and sufficient
      service five (5) days after the same shall have been so mailed.

    


    If
      more
      than one party executes this Note, the obligations hereunder shall be the joint
      and several obligations of the parties hereto.

    


    The
      purpose of this loan is for business or commercial purposes.

    


    


    IN
      WITNESS WHEREOF, the Maker has executed this Note on the day and year first
      above written.

    


    


    


    


    /s/
      Barry A. Ginsberg_______

    By:
      Barry
      A. Ginsberg