Unassociated Document


    
      
         

        
          

          

        

         

        Exhibit
10.3


        
          


           

          PROMISSORY
NOTE

        

      

    

     

    
      	
              
                Principal

              

              
                185,000.00

              

            	
              
                Loan
      Date

              

              
                02-25-2008

              

            	
              
                Maturity
      

                02-25-2013

              

            	
              
                Loan
      No 

                0000000018

              

            	
              
                Call/
      Coll

              

            	
              
                Account

                1050424213

              

            	
              
                Officer

              

            	
              
                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:

                    	 
      	
                      Lender:

                    	
                      BANK
      OF THE WEST

                    	 
      	 
      
	 
      	 
      	 
      	
                      North/West
      Denver CBO #21190

                    	 
      	 
      
	 
      	
                      LANDPIXX,
      LLC

                    	 
      	
                      3779
      Evergreen Parkway

                    	 
      	 
      
	 
      	
                      HUGH
      H. WILLIAMSON III

                    	 
      	
                      PO
      Box 2650

                    	 
      	 
      
	 
      	
                      15000
      W64TH AVE

                    	 
      	
                      Evergreen,
      CO  80439-2650

                    	 
      	 
      
	 
      	
                      ARVADA.CO  80007

                    	 
      	
                      (888)
      457-2692

                    	 
      	 
      


            

            
               

              

                
                  

                

              

            

          

          Principal
Amount:   $185,000.00        Interest
Rate:   5.385%        Date
of Note:  February 25, 2008

        


        PROMISE
TO PAY. LANDPIXX, LLC; and HUGH H. WILLIAMSON III ("Borrower") jointly and
severally promise to pay to BANK Of THE WEST ("Lender"), or
order, in lawful money of the United States of America, the principal amount of
One Hundred Eighty-five Thousand & 00/100 Dollars ($185,000.00), together
with interest at the rate of 5.385% per annum on the unpaid principal balance
from February 25, 2008, until paid in full. The interest rate may change under
the terms and conditions of the "INTEREST AFTER DEFAULT" section.

        
          


          PAYMENT.
Borrower will pay this loan in 59 regular payments of $2,654.93 each and one
irregular last payment estimated at $62,900.18. Borrower's first payment is due
March 25, 2008, and all subsequent payments are due on the same day of each
month after that. Borrower's final payment will be due on February 25, 2013, and
will be for all principal and all accrued interest not yet paid. Payments
include principal and interest. Unless otherwise agreed or required by
applicable law, payments will be applied first to any accrued unpaid interest;
then to principal; then to any unpaid collection costs; and then to any late
charges. The annual interest rate for this Note is computed on a 365/360 basis;
that is, by applying the ratio of the annual interest 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. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.

        

        
           

          PREPAYMENT. Borrower agrees
that all loan fees and other prepaid finance charges are earned fully as of the
date of the loan and will not be subject to refund upon early payment (whether
voluntary or as a result of default), except as otherwise required by law.
Except for the foregoing, Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due. Early payments will not, unless agreed
to by Lender in writing, relieve Borrower of Borrower's obligation to continue
to make payments under the payment schedule. Rather, early payments will reduce
the principal balance due and may result in Borrower's making fewer payments.
Borrower agrees not to send Lender payments marked "paid in full", "without
recourse", or similar language. If Borrower sends such a payment, Lender may
accept it without losing any of Lender's rights under this Note, and Borrower
will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment
instrument that indicates that the payment constitutes "payment in full" of the
amount owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: BANK OF THE
WEST, North/West Denver CBO #21190, 3779 Evergreen Parkway, PO Box 2650,
Evergreen, CO 80439-2650.

        

        
           

          LATE CHARGE. If a payment is
15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the
regularly scheduled payment.

        

        
           

          INTEREST AFTER DEFAULT. Upon
default, including failure to pay upon final maturity, the total sum due under
this Note will continue to accrue interest at the interest rate under this
Note.

        

        
           

          
            DEFAULT.  Each of
the following shall constitute an event of default ("Event of Default") under
this Note: Payment Default.
Borrower fails to make any payment when due under this
Note.

          

        

        
           

          Other Defaults. Borrower fails
to comply with or to perform any other term, obligation, covenant or condition
contained in this Note or in any of the related documents or to comply with or
to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.

        

        
          


          Default in Favor of Third Parties.
Borrower or any Grantor defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the related
documents.

        

        
           

          False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or
on Borrower's behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.

        

        
           

          Death or Insolvency. The
dissolution of Borrower (regardless of whether election to continue is made),
any member withdraws from Borrower, or any other termination of Borrower's
existence as a going business or the death of any member, the insolvency of
Borrower, the appointment of a receiver for any part of Borrower's property, any
assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against Borrower.

        

        
           

          Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by
judicial proceeding, self-help, repossession or any other method, by any
creditor of Borrower or by any governmental agency against any collateral
securing the loan. This includes a garnishment of any of Borrower's accounts,
including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the creditor or
forfeiture proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in its
sole discretion, as being an adequate reserve or bond for the
dispute.

        

        
           

          Evanto Affooting Guarantor. Any uf Hie
uieueunig events occurs With respect to any Guarantor of any of the indebtedness
or any Guarantor dies or becomes incompetent, or revokes or disputes the
validity of, or liability under, any guaranty of the indebtedness evidenced by
this Note.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

             

            
              PROMISSORY
NOTE

               

              
                
                  Loan
No: 0000000018                (Continued)                    Page
2 

                  
                    
                      

                    

                    
                       

                      Adverse
Change.   A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or performance
of this Note is impaired.

                    

                    
                       

                      Insecurity.  Lender
in good faith believes itself insecure.

                    

                    
                       

                      LENDER'S RIGHTS. Upon default,
Lender may declare the entire unpaid principal balance under this Note and all
accrued unpaid interest immediately due, and then Borrower will pay that
amount.

                    

                    
                       

                      ATTORNEYS' FEES; EXPENSES.
Lender may hire or pay someone else to help collect this Note if Borrower
does not pay. Borrower will pay Lender the reasonable costs of such collection.
This includes, subject to any limits under applicable law. Lender's attorneys'
fees and Lender's legal expenses, whether or not there is a lawsuit, including
without limitation attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), and
appeals. If not prohibited by applicable law. Borrower also will pay any court
costs, in addition to all other sums provided by law.

                    

                    
                      


                      JURY WAIVER. Lender and
Borrower hereby waive the right to any jury trial in any action, proceeding, or
counterclaim brought by either Lender or Borrower against the
other.

                    

                    
                      


                      GOVERNING LAW. This Note will
be governed by federal law applicable to Lender and, to the extent not preempted
by federal law, the laws of the State of Colorado without regard to its
conflicts of law provisions. This Note has been accepted by Lender in the State
of Colorado.

                    

                    
                       

                      CHOICE OF VENUE. If there is a
lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of
the courts of Jefferson County, State of Colorado.

                    

                    
                      


                      RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in all Borrower's
accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh
accounts, or any trust accounts for which setoff would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness against any and all such accounts,
and, at Lender's option, to administratively freeze all such accounts to allow
Lender to protect Lender's charge and setoff rights provided in this
paragraph.

                    

                    
                       

                      COLLATERAL. Borrower
acknowledges this Note is secured by the following collateral described in the
security instrument listed herein: deposit accounts described in an Assignment
of Deposit Account dated February 25, 2008.

                    

                    
                       

                      LOAN FEE. Borrower will pay to
Lender a one-time loan fee in the amount of $250.00, which fee shall be payable
on the date of this Note and represent an unconditional and non-refundable
payment to Lender in consideration of Lender's agreement to enter into this
Note.

                    

                    
                       

                      ADDITIONAL TERM. This
Promissory Note is further governed by the Business Loan Agreement dated
February 25, 2008.

                    

                    
                       

                      CROSS DEFAULT. This Note is
cross-defaulted with any and all other promissory notes or evidence of debt
between Borrower and Lender. An Event of Default under one or more of the
Cross-Defaulted Notes shall be an Event of Default under this Note and an Event
of Default under this Note shall constitute an Event of Default under all of the
Cross-Defaulted Notes, such that a default by Borrower on any one note or
evidence of debt is a default on all notes or evidence of
debt.


                    

                    
                       

                      SUCCESSOR INTERESTS. The terms
of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal
representatives, successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns.


                    

                    
                       

                      GENERAL PROVISIONS. If any
part of this Note cannot be enforced, this fact will not affect the rest of the
Note. Lender may delay or forgo enforcing any of its rights or remedies under
this Note without losing them. Each Borrower understands and agrees that, with
or without notice to Borrower, Lender may with respect to any other Borrower (a)
make one or more additional secured or unsecured loans or otherwise extend
additional credit; (b) alter, compromise, renew, extend, accelerate, or
otherwise change one or more times the time for payment or other terms of any
indebtedness, including increases and decreases of the rate of interest on the
indebtedness; (c! exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any security, with or without the substitution of new
collateral; (d) apply such security and direct the order or manner of sale
thereof, including without limitation, any non-judicial sale permitted by the
terms of the controlling security agreements, as Lender in its discretion may
determine; (e) release, substitute, agree not to sue, or deal with any one or
more of Borrower's sureties, endorsers, or other guarantors on any terms or in
any manner Lender may choose; and (f) determine how, when and what application
of payments and credits shall be made on any other indebtedness owing by such
other Borrower. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment,
and notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made. The obligations under this
Note are joint and several.

                       

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                         

                        
                          PROMISSORY
NOTE

                           

                          
                            
                              Loan
No: 0000000018                (Continued)                    Page
3 

                              
                                

                              

                              
                                


                                
                                  


                                   

                                  PRIOR
TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE.   EACH BORROWER AGREES TO THE TERMS OF THE
NOTE.

                                

                                
                                  BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. 

                                   

                                  BORROWER:

                                   

                                  


                                

                                
                                  LANDPIXX,
LLC 

                                  By:
/s/ CHARLES KILLPACK                                    By:  /s/ NORA
HANNAH

                                  CHARLES
KILLPACK, MANAGER of LANDPIXX, LLC                        NORA
HANNAH, MANAGER of LANDPIXX. LLC

                                

                                
                                  


                                   

                                  
                                    
                                       

                                      PIXXURES,
INC., MEMBER of LANDPIXX, LLC

                                    

                                    
                                      


                                       

                                      By: /s/
CHARLES KILLPACK

                                      CHARLES KILLPACK,
PRESIDENT/CEO of PIXXURES, INC.

                                    

                                    
                                      


                                       

                                      LANDISCOR.
INC.. MEMBER of LANDPIXX. LLC

                                    

                                    
                                      


                                       

                                      By:  /s/ NORA HANNAH

                                      NORA
HANNAH, PRESIDENT/CEO of LANDISCOR, INC.

                                    

                                    
                                      


                                       

                                      /s/
HUGH H. WILLIAMSON III

                                      HUGH
H. WILLIAMSON III, Individually