ex10_12.htm


    PROMISSORY
NOTE

     

     

    
      	
               

              $100,000.00

            	
              June
      8, 2007

              Columbus,
      Ohio

            


    

     

    FOR VALUE
RECEIVED, Capital City Petroleum, LLC ("Maker") promises to pay to The Eagle
Foundation ("Holder") the aggregate principal sum of One Hundred Thousand
Dollars and No/100s ($100,000.00), together with interest on the unpaid
principal amount outstanding from time to time at an annual rate equal to nine
and one-half percent (9.5%) (calculated on an actual/365 day
basis).

     

    Accrued
interest shall be due and payable on a monthly basis (on the 5th business day
following the last day of each month). All outstanding principal and interest
shall be due and payable on or before the one (l) year anniversary date of this
Promissory Note.

     

    All
payments made on account of the indebtedness evidenced by this Promissory Note
shall be made in currency and coin of the United States of America which shall
be legal tender for public and private debts at the time of payment. Said
payments are to be made at such place as Holder may from time to time
appoint.

     

    Amounts
due under this Promissory Note may be prepaid without any penalty or premium of
any nature.

     

    The
occurrence of anyone of the following events shall constitute a default ("Event
of Default") by Maker: (a) if Maker fails to make any payment hereunder within
five (5) days such payment is due; (b) if any of Maker's assets are attached,
seized, subjected to a writ of distress warrant, or are levied upon, or come
within the possession of any receiver, trustee, custodian or assignee for the
benefit of creditors and such attachment, levy, writ or possession is not
terminated within forty-five (45) days of the commencement thereof; (c) if a
petition under the Bankruptcy Reform Act of 1978, as amended or any similar law
or regulation shall be filed by or against Maker or if Maker shall make an
assignment for the benefit of its creditors or if any case or proceeding is
filed by or against Maker for is dissolution or liquidation, or if Maker is
enjoined, restrained or in any way prevented by court order or otherwise from
conducting all or a material part of its business affairs and such petition,
assignment, case, proceeding or order is not dismissed, terminated or vacated
within forty-five (45) days of the commencement or entry thereof; or (d) the
dissolution of Maker.

     

    If an
Event of Default has occurred and is continuing, the interest rate on this
Promissory Note shall increase immediately by an increment of the lesser of (a)
four percentage points (4%) or (b) the maximum rate permitted by
law.

     

    At the
election of Holder, and without notice, the principal balance remaining unpaid
under this Promissory Note, and all unpaid interest accrued thereon, shall be
and become immediately due and payable in full in the case of the occurrence of
an Event of Default.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Holder
shall not, by any act of omission or commission, be deemed to waive any of its
rights, remedies or powers hereunder or otherwise unless such waiver is in
writing and signed by Holder, and then only to the extent specifically set forth
therein. The rights, remedies and powers of Holder, as provided in this
Promissory Note are cumulative and concurrent, and may be pursued against Maker
all at the sole discretion of Holder.

     

    If any
suit or action is instituted or attorneys are employed to collect this
Promissory Note or any part thereof, whether or not any lawsuit is filed with
respect thereto, Maker promises and agrees to pay all reasonable costs and
expenses of every kind and nature of collection, protection and enforcement
including, without limitation, reasonable attorneys' fees and court
costs.

     

    This
Promissory 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.

     

    Maker
hereby waives diligence, presentment, protest and demand, notice of protest,
dishonor and nonpayment of this Promissory Note. Maker waives, to the full
extent permitted by law, the right to plead any statute of limitations as a
defense to any demand on this Promissory Note, 01' on any pledge agreement,
mortgage, security agreement, lease assignment, guaranty or other agreement now
or hereafter securing this Promissory Note.

     

    Every
provision of this Promissory Note is intended to be severable. If any term or
provision hereof is declared by a court of competent jurisdiction to be illegal
or invalid for any reason whatsoever, such illegality or invalidity shall not
affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.

     

    Time is
of the essence hereof.

     

    THIS
PROMISSORY NOTE HAS BEEN DELIVERED AND ACCEPTED IN THE STATE OF OHIO. MAKER
HEREBY SUBMITS TO THE JUIUSDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN
COLUMBUS, OHIO. MAKER HEREBY WAIVES THE RIGHT TO ANY JURY TRIAL IN ANY ACTION,
PROCKEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER. THIS
PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF OHIO WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF.

    


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


    
      	
              Eagle
      Foundation

            	
              Capital
      City Petroleum, Inc.

            
	
               

               

              By: /s/ Dr.
      Ralph Kennaugh

              Dr.
      Ralph Kennaugh

              Its:
      President and Trustee

            	
               

              By: /s/
      Timothy Crawford

              Timothy
      Crawford

              Its:
      COO