EXHIBIT 10.12


                                   DEMAND NOTE

$5,000.00                                                    Atlanta, Georgia
                                                            February 12, 2001


         Small Town Radio, Inc., a Georgia corporation (the "Maker"), for value
received hereby promises to pay to the order of Bolling Investments, LLC
("Holder"), without any abatement, reduction, diminution, setoff, defense,
counterclaim or recoupment whatsoever, including without limitation, any
abatement, reduction, diminution, setoff, defense, counterclaim or
recoupment due or alleged to be due to or by reason of, any past, present or
future claims which Maker may have against Holder, the sum of Five Thousand
dollars ($5,000.00) and any unpaid accrued interest hereon, as set forth below,
upon demand, (the date on which such demand is made "Maturity Date"). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder, or if requested in writing by the Holder, by wire transfer in
accordance with the Holder's instructions.

         The following is a statement of the rights of the Holder and the
conditions to which this Note is subject.

         1. Principal and Interest. Unless this Note is sooner paid, the
principal of and all accrued and unpaid interest on this Note shall be paid in
full on the Maturity Date. This Note may be prepaid at any time.

         Maker agrees to pay interest on the unpaid principal amount of this
Note from the Borrowing Date until the earlier of the Maturity Date or the date
an Event of Default occurs, at a rate of Twelve percent (12 %) per annum accrued
and compounded quarterly.

2.       Events of Default.

         (a) Event of Default. It shall be an event of default (an "Event of
Default") if Borrower shall default in the payment upon demand of the principal
or interest on this Note or any other amounts owing hereunder and such default
shall not have been cured within ten (10) days after written notice.

         (b) Default Rate of Interest. Upon the occurrence of an Event of
Default, the Maker shall pay the a default rate of interest of 18 percent (18 %)
per annum, compounding quarterly, on the total amount owed.

<PAGE>



         3. Remedies Cumulative. The remedies of Holder as provided herein and
in any other documents governing or securing repayment hereof shall be
cumulative and concurrent and may be pursued singly, successively, or together,
at the sole discretion of Holder, may be exercised as often as occasion
therefore shall arise. No act or omission of the Holder, including specifically,
but without limitation, any failure to exercise any right, remedy or recourse,
shall be effective as a waiver of any right of the Holder hereunder, unless set
forth in a written document executed by the Holder, and then only to the extent
specifically recited therein. A waiver or release with reference to one event
shall not be construed as continuing, as a bar to, or as a wavier or release of
any subsequent right, remedy or recourse as to any subsequent event.

         If this Note is collected with the assistance of an attorney, or if it
is collected through any legal proceedings at law or in equity or in bankruptcy,
receivership or other court proceedings, the Maker agrees to pay all reasonable
costs and expenses of collection including, but not limited to, court costs and
the reasonable fees and expenses of any attorney employed by the Holder hereof.

         4. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed sufficiently given and served for all purposes when
personally delivered or given by telex or machine-confirmed facsimile or three
Business Days after a writing is deposited in the United States mail, first
class postage or other charges prepaid and certified, return receipt requested,
addressed to the address listed above each party's signature line (or at such
other address for a party as shall be specified by like notice).

         5. Governing Law; Venue. This Note shall be governed by and construed
in accordance with the laws of the State of Georgia, and venue for any action
taken in connection herewith or related hereto shall exclusively reside in
Fulton County, Georgia.

                                         Small Town Radio, Inc.
                                         Address:
                                         6625 Highway 53 East
                                         Suite 410-172
                                         Dawsonville, GA 30534


                                         By: /s/ Robert S. Vail
                                         ______________________
                                         Its:  President