EXHIBIT 10.12

                         ALL AMERICAN PET COMPANY, INC.

                                PROMISSORY NOTE

U.S. $100,000                                                  November 21, 2006

      FOR  VALUE  RECEIVED,  the  undersigned, All American Pet Company, Inc., a
Maryland corporation (the "Company"),  hereby  promises  to  pay to the order of
Eckhard  Kirsch  or  any  future permitted holder of this promissory  note  (the
"Payee"), at the principal  office  of  the  Payee  set forth herein, or at such
other place as the Payee may designate in writing to  the Company, the principal
sum of One Hundred Thousand Dollars (U.S.$100,000), or  such other amount as may
be outstanding hereunder, together with all accrued but unpaid interest, in such
coin or currency of the United States of America as at the  time  shall be legal
tender for the payment of public and private debts and in immediately  available
funds, as provided in this promissory note ("Note").

      1. Principal and Interest Payments.

            (a)   The  Company  shall repay in full the entire principal balance
then outstanding under this Note on the earlier of (i) the Company's obtaining a
minimum of $1,000,000 in debt or equity financing, or (ii) November 20, 2007.

            (b)   Interest on the  outstanding  principal  balance  of this Note
shall accrue at a rate of fifteen percent (15%) per annum and shall be  computed
on  the  basis  of the actual number of days elapsed and a year of three hundred
and sixty-five (365)  days  and shall be payable on the Maturity Date.  Upon the
occurrence of an Event of Default  (as defined in Section 4 hereof), then to the
extent permitted by law, the Company  will pay interest to the Payee, payable on
demand, on the outstanding principal balance  of  this Note from the date of the
Event of Default until payment in full at the rate  of  seventeen  percent (17%)
per annum.

            (c)   The Company shall be entitled to prepay principal  or interest
pursuant to this Note.

      2.    Payment on Non-Business Days.  Whenever any payment to be made
shall be due on a  Saturday,  Sunday or a public  holiday  under the laws of the
State of  California,  such payment may be due on the next  succeeding  business
day.

      3.    Representations and Warranties of the Company.  The Company
represents and warrants to the Payee as follows:

            (a)   The Company has been duly incorporated and is validly existing
and in good standing under  the  laws  of  the  State  of  Maryland,  with  full
corporate  power  and  authority to own, lease and operate its properties and to
conduct its business as currently conducted.

            (b)   This Note  has  been  duly  authorized,  validly  executed and
delivered on behalf of the Company and is a valid and binding obligation  of the
Company enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general principles of equity and by bankruptcy  or
other laws affecting the enforcement of creditors'







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rights  generally,  and  the Company has full power and authority to execute and
deliver this Note and to perform its obligations hereunder.

            (c)   The execution,  delivery and performance of this Note will not
(i) conflict with or result in a breach  of  or a default under any of the terms
or provisions of, (A) the Company's articles of incorporation or by-laws, or (B)
any  material  provision of any indenture, mortgage,  deed  of  trust  or  other
material agreement  or instrument to which the Company is a party or by which it
or any of its material properties or assets is bound, (ii) result in a violation
of any material provision of any law, statute, rule, regulation, or any existing
applicable decree, judgment  or  order by any court, federal or state regulatory
body, administrative agency, or other governmental body having jurisdiction over
the Company, or any of its material  properties or assets or (iii) result in the
creation or imposition of any material  lien,  charge  or  encumbrance  upon any
material  property  or assets of the Company or any of its subsidiaries pursuant
to the terms of any agreement  or  instrument to which any of them is a party or
by which any of them may be bound or  to  which  any of their property or any of
them  is subject except in the case of clauses (i)(B)  or  (iii)  for  any  such
conflicts,  breaches,  or  defaults  or any liens, charges or encumbrances which
would not have a Material Adverse Effect (as defined below).

            (d)   No  consent, approval  or  authorization  of  or  designation,
declaration or filing with any governmental authority on the part of the Company
is required in connection with the valid execution and delivery of this Note.

            (e)   For purposes  of  this  Note,  "Material Adverse Effect" shall
mean  any effect on the business, results of operations,  prospects,  assets  or
financial  condition  of the Company that is material and adverse to the Company
and its subsidiaries and  affiliates  and/or  any  condition,  circumstance,  or
situation that would prohibit or otherwise materially interfere with the ability
of  the  Company  from entering into and performing any of its obligations under
this Note in any material respect.

      4.    Events  of  Default.   The occurrence of any of the following events
shall be an "Event of Default" under this Note:

            (a)   the Company shall  fail  to  make any payment of principal and
any accrued interest outstanding five (5) days after Payee has given the Company
notice that such payment has not been made on or  before  the  date  on which is
became due and payable hereunder; or

            (b)   any  representation,  warranty  or  certification made by  the
Company  herein shall prove to have been false or incorrect  or  breached  in  a
material respect  on  the date as of which made and shall not have been cured by
the Company within 10 business  days  after  Payee has given the Company written
notice of such breach; or

            (c)   the Company shall (i) apply  for or consent to the appointment
of, or the taking of possession by, a receiver, custodian, trustee or liquidator
of itself or of all or a substantial part of its property or assets, (ii) make a
general assignment for the benefit of its creditors,  (iii) commence a voluntary
case under) the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic), (iv) file a petition seeking to  take  advantage  of  any
bankruptcy,   insolvency,   moratorium,  reorganization  or  other  similar  law
affecting the







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enforcement of creditors' rights  generally,  (v)  acquiesce  in  writing to any
petition  filed against it in an involuntary case under the Bankruptcy  Code  or
under the comparable  laws  of  any  jurisdiction (foreign or domestic), or (vi)
take  any  action  under  the laws of any  jurisdiction  (foreign  or  domestic)
analogous to any of the foregoing; or

            (d)   a proceeding  or  case  shall  be  commenced in respect of the
Company or any of its subsidiaries without its application  or  consent,  in any
court  of  competent  jurisdiction, seeking (i) the liquidation, reorganization,
moratorium, dissolution,  winding  up,  or  composition  or  readjustment of its
debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like  of  it  or of all or any substantial part of its assets or  (iii)  similar
relief in respect  of  it under any law providing for the relief of debtors, and
such proceeding or case  described  in clause (i), (ii), or (iii) shall continue
undismissed, or unstayed and in effect,  for  a period of sixty (60) consecutive
days or any order for relief shall be entered in  an  involuntary case under the
Bankruptcy  Code  or under the comparable laws of any jurisdiction  (foreign  or
domestic) against the  Company  or  any  of its subsidiaries or action under the
laws  of  any  jurisdiction (foreign or domestic  )  analogous  to  any  of  the
foregoing shall  be taken with respect to the Company or any of its subsidiaries
and shall continue  undismissed, or unstayed and in effect for a period of sixty
(60) consecutive days.

      5.    Remedies  Upon  An  Event  of Default.  If an Event of Default shall
have occurred and shall be continuing, the Payee of this Note may at any time at
its  option,  (a) declare the entire unpaid  principal  balance  of  this  Note,
together with all  accrued  but unpaid interest, due and payable, and thereupon,
the same shall be accelerated  and  so  due and payable; provided, however, that
upon the occurrence of an Event of Default  described  in Sections 4(c) and (d),
without  presentment,  demand,  protest,  or  notice, all of  which  are  hereby
expressly unconditionally and irrevocably waived by the Company, the outstanding
principal balance of this Note plus all accrued  but  unpaid  interest  shall be
automatically  due  and payable; or (b) exercise or otherwise enforce anyone  or
more of the Payee's rights,  powers,  privileges,  remedies  and interests under
this Note or applicable law.  No course of delay on the part of  the Payee shall
operate as a waiver thereof or otherwise prejudice the rights of the  Payee.  No
remedy  conferred  hereby  shall  be  exclusive of any other remedy referred  to
herein or now or hereafter available at law, in equity, by statute or otherwise.
Notwithstanding  the  foregoing,  Payee agrees  that  its  rights  and  remedies
hereunder are limited to receipt of cash in the amounts described herein.

      6.    Replacement.   Upon  receipt  of  a  duly  executed,  notarized  and
unsecured written statement from the  Payee  with  respect to the loss, theft or
destruction of this Note (or any replacement hereof),  and  without requiring an
indemnity bond or other security, or, in the case of a mutilation  of this Note,
upon  surrender  and  cancellation of such Note, the Company shall issue  a  new
Note, of like tenor and  amount,  in  lieu  of  such  lost, stolen, destroyed or
mutilated Note.

      7.    Parties in Interest, Transferability.  This  Note  shall  be binding
upon the Company and its successors and assigns and the terms hereof shall inure
to the benefit of the Payee and its successors and permitted assigns.  This Note
may  not  be  transferred,  sold, pledged, hypothecated or otherwise granted  as
security by the Payee without  the  prior  written consent of the Company, which
shall be determined by the Company in its sole discretion.







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      8.    Amendments.  This Note may not be  modified or amended in any manner
except in writing executed by the Company and the Payee.

      9.    Notices.  Any notice, demand, request, waiver or other communication
required or permitted to be given hereunder shall  be  in  writing  and shall be
effective upon delivery by telecopy, facsimile or prepaid courier service at the
address or number designated below (if delivered on a business day during normal
business  hours where such notice is to be received), or the first business  day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received).

      Address of the Payee:   Eckard Kirsch
                              ________________________
                              ________________________
                              Tel. No.: ______________
                              Fax No.: _______________

      Address of the Company: All American Pet Company, Inc.
                              16501 Ventura Blvd., Suite 514
                              Encino, California 914336
                              Attention: Barry Schwartz, President
                              Tel. No.: (818) 981-2275
                              Fax No.: (818) 981-2274

      with a copy to:         Patton Boggs LLP
                              1660 Lincoln Street; Suite 1900
                              Denver, CO 80264
                              Attention: Alan Talesnick
                              Tel. No.: (303) 830-1776
                              Fax No.: (303) 894-9239

      10.   Governing  Law.   This  Note  shall  be governed by and construed in
accordance  with the internal laws of the State of  California,  without  giving
effect to the  choice  of law provisions.  This Note shall not be interpreted or
construed with any presumption  against  the  party  causing  this  Note  to  be
drafted.

      11.   Headings.   Article  and  section headings in this Note are included
herein for purposes of convenience of reference  only and shall not constitute a
part of this Note for any other purpose.

      12.   Remedies,   Characterizations,  Other  Obligations,   Breaches   and
Injunctive Relief.  The remedies  provided  in this Note shall be cumulative and
in addition to all other remedies available under this Note, at law or in equity
(including, without limitation, a decree of specific  performance  and/or  other
injunctive  relief).   No  remedy  contained  herein shall be deemed a waiver of
compliance with the provisions giving rise to such  remedy  and  nothing  herein
shall  limit  a  Payee's  right  to pursue actual damages for any failure by the
Company to comply with the terms of  this  Note.   Amounts set forth or provided
for herein with respect to payments and the like (and  the  computation thereof)
shall be the amounts to be received by the Payee and shall not,







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except as expressly provided herein, be subject to any other  obligation  of the
Company (or the performance thereof).  The Company acknowledges that a breach by
the  Company  of  its  obligations hereunder will cause irreparable and material
harm to the Payee and that  the  remedy  at  law  for  any  such  breach  may be
inadequate.   Therefore the Company agrees that, in the event of any such breach
or threatened breach,  the  Payee  shall  be  entitled, in addition to all other
available rights and remedies, at law or in equity,  to  seek  and  obtain  such
equitable  relief,  including  but  not limited to an injunction restraining any
such breach or threatened breach, without the necessity of showing economic loss
and without any bond or other security being required.

      13.   Failure or Indulgence Not  Waiver.   No failure or delay on the part
of the Payee in the exercise of any power, right or  privilege  hereunder  shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
such power, right or privilege  preclude other or further exercise thereof or of
any other right, power or privilege.

      14.   Binding Effect.  The  obligations  of  the Company and the Payee set
forth  herein  shall be binding upon the successors and  assigns  of  each  such
party, whether or  not  such  successors  or  assigns are permitted by the terms
hereof.

      15.   Severability.  The provisions of this Note are severable, and if any
provision shall be held invalid or unenforceable  in  whole  or  in  part in any
jurisdiction,  then such invalidity or unenforceability shall not in any  manner
affect such provision  in  any other jurisdiction or any other provision of this
Note in any jurisdiction.

      16.   Consent to Jurisdiction.   Each  of  the  Company  and the Payee (i)
hereby  irrevocably  submits  to the jurisdiction of the United States  District
Court sitting in the Central California  District and the courts of the State of
California located in Los Angeles County for the purposes of any suit, action or
proceeding arising out of or relating to this  Note  and (ii) hereby waives, and
agrees not to assert in any such suit, action or proceeding,  any  claim that it
is  not  personally  subject  to the jurisdiction of such court, that the  suit,
action or proceeding is brought  in  an  inconvenient forum or that the venue of
the suit, action, or proceeding is improper.   Each of the Company and the Payee
consents  to  process being served in any such suit,  action  or  proceeding  by
mailing a copy  thereof  to  such  party  at  the address set forth in Section 9
hereof and agrees that such service shall constitute good and sufficient service
of process and notice thereof.  Nothing in this Section 17 shall affect or limit
any right to serve process in any other manner permitted by law.

      17.   Failure or Indulgence Not Waiver.   No delay or omission on the part
of the Payee in exercising its rights under this  Note,  or  course  of  conduct
relating hereto, shall operate as a waiver of such rights or any other right  of
the  Payee,  nor  shall  any  waiver by the Payee of any such right or rights on
anyone occasion be deemed a waiver  of  the  same  right or rights on any future
occasion.

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      IN WITNESS WHEREOF, the Company has executed and delivered this Note as of
the date first written above.

                                     ALL AMERICAN PET COMPANY, INC.

                                     By: ___________________________________
                                            Barry Schwartz, President