Exhibit
      4.12

    


    THIS
      SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR
      THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
      ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

    


    BRENDAN
      TECHNOLOGIES, INC.

    


    15%
      SECURED PROMISSORY NOTE

    


    
      	$__________	 	 	July 12,
              2007


    

     

    FOR
      VALUE
      RECEIVED, Brendan Technologies, Inc., a Nevada corporation (the “Maker”),
      with
      its principal offices located at 2236 Rutherford Rd., Suite 107, Carlsbad,
      California 92008, promises to pay to the order of __________, or its registered
      assigns (the “Payee”),
      upon
      the terms set forth below, the principal sum of _______ dollars ($________)
      plus
      interest on the unpaid principal sum outstanding at the rate of 15% per annum
      (this “Note”).
      Terms
      used herein but not otherwise defined herein shall have the meanings given
      to
      such terms in the Loan and Security Agreement, dated as of July 10, 2007,
      between the Maker, the Guarantors and the Secured Parties (as such terms are
      defined in such Loan and Security Agreement) (“the
      Loan and Security Agreement”).

    


    1. Payments.

    


    (a)
       The
      full
      amount of principal and accrued interest under this Note shall be due on April
      10, 2008 (the “Maturity
      Date”),
      unless due earlier in accordance with the terms of this Note.

    


    (b)
       The
      Maker
      shall pay interest to the Payee on the aggregate then outstanding principal
      amount of this Note at the rate of 15% per annum, accrued daily and payable
      monthly on the first calendar day of each month commencing on September 1,
      2007
      and on the Maturity Date (collectively, “Interest
      Payment Dates”).

    


    (c)
       All
      overdue accrued and unpaid principal and interest to be paid hereunder shall
      entail a late fee at the rate of 22% per annum (or such lower maximum amount
      of
      interest permitted to be charged under applicable law) which will accrue daily,
      from the date such principal and/or interest is due hereunder through and
      including the date of payment.

     

    
      
        
        

      

      
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    (d) The
      Maker
      hereby agrees to allocate any and all of the funds received by the Maker or
      any
      Subsidiary during the term of the Note from the sources set forth in this
      Section 1(d) to, firstly, the payment of interest on this Note on the Interest
      Payment Dates and, secondly, the prepayment of principal on this Note in the
      manner as set forth in this Section 1(d):

    


    (A)
      funds
      received by the Maker or any Subsidiary as payment pursuant to contracts and
      contractual arrangements (collectively, “Maker
      Contractual Receipts”)
      in the
      manner set forth below:

    


    (x)
      for
      Maker Contractual Receipts of up to $250,000 during the term of this Note,
      the
      Maker shall have no obligation, but shall have the right, to apply such funds
      toward the payment of interest and principal on this Note;

     

    (y)
      for
      Maker Contractual Receipts from $250,000 through $1,000,000 during the term
      of
      this Note, the Maker shall apply 50% of such funds toward the payment of
      interest and principal on this Note; and

    


    (z)
      for
      Maker Contractual Receipts over $1,000,000 during the term of this Note, the
      Maker shall apply 100% of such funds toward the payment of interest and
      principal on this Note;

    


    (B)
      funds
      received by the Maker as payment upon the sale of any debt (including any lines
      of credit) or equity or equity derivative securities of the Maker (“Sale
      of Securities Proceeds”),
      provided that the Maker shall apply 100% of Sale of Securities Proceeds during
      the term of this Note toward the payment of interest and principal on this
      Note;
      and

    


    (C)
       funds
      received by the Maker as payment upon the sale of any assets of the Maker
      (“Sale
      of Assets Proceeds”),
      provided that the Maker shall apply 100% of Sale of Assets Proceeds during
      the
      term of this Note toward the payment of interest and principal on this
      Note.

    


    All
      funds
      received pursuant to subparagraphs (A), (B) or (C) above shall be paid by the
      Maker to the Payee within 5 business days of their receipt.

    


    2.
       Secured
      Obligation.
      The
      obligations of the Maker under this Note are secured by all of the assets of
      the
      Maker and its subsidiaries pursuant to the Loan and Security
      Agreement.

    


    3.
       Prepayment.
      The
      Maker may prepay any portion of the principal amount of this Note upon at least
      3 business days’ notice to the Payee. Any such prepayments shall be pro rata
      among all holders of the series of Notes of which this Note is a
      part.

     

    
      
        
        

      

      
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    4. Events
      of Default.

    


    (a)
      “Event
      of Default”,
      wherever used herein, means any one of the following events (whatever the reason
      and whether it shall be voluntary or involuntary or effected by operation of
      law
      or pursuant to any judgment, decree or order of any court, or any order, rule
      or
      regulation of any administrative or governmental body):

    


    (i)
       any
      default in the payment of the principal of, or the interest on, this Note,
      as
      and when the same shall become due and payable;

    


    (ii)
       Maker
      shall fail to observe or perform any obligation or shall breach any term or
      provision of this Note and such failure or breach shall not have been remedied
      within 10 days after the date on which notice of such failure or breach shall
      have been delivered;

    


    (iii)
       Maker
      or
      any of its subsidiaries shall fail to observe or perform any of their respective
      obligations owed to Payee or any other covenant, agreement, representation
      or
      warranty contained in, or otherwise commit any breach hereunder or in any of
      the
      Transaction Documents or any other agreement executed in connection
      herewith;

    


    (iv)
       Maker
      or
      any of its subsidiaries shall commence, or there shall be commenced against
      Maker or any subsidiary a case under any applicable bankruptcy or insolvency
      laws as now or hereafter in effect or any successor thereto, or Maker or any
      subsidiary commences any other proceeding under any reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
      or
      similar law of any jurisdiction whether now or hereafter in effect relating
      to
      Maker or any subsidiary, or there is commenced against Maker or any subsidiary
      any such bankruptcy, insolvency or other proceeding which remains undismissed
      for a period of 60 days; or Maker or any subsidiary is adjudicated insolvent
      or
      bankrupt; or any order of relief or other order approving any such case or
      proceeding is entered; or Maker or any subsidiary suffers any appointment of
      any
      custodian or the like for it or any substantial part of its property which
      continues undischarged or unstayed for a period of 60 days; or Maker or any
      subsidiary makes a general assignment for the benefit of creditors; or Maker
      or
      any subsidiary shall fail to pay, or shall state that it is unable to pay,
      or
      shall be unable to pay, its debts generally as they become due; or Maker or
      any
      subsidiary shall call a meeting of its creditors with a view to arranging a
      composition, adjustment or restructuring of its debts; or Maker or any
      subsidiary shall by any act or failure to act expressly indicate its consent
      to,
      approval of or acquiescence in any of the foregoing; or any corporate or other
      action is taken by Maker or any subsidiary for the purpose of effecting any
      of
      the foregoing;

    


    (v)
       Maker
      or
      any subsidiary shall default in any of its respective obligations under any
      other note or any mortgage, credit agreement or other facility, indenture
      agreement, factoring agreement or other instrument under which there may be
      issued, or by which there may be secured or evidenced any indebtedness for
      borrowed money or money due under any long term leasing or factoring arrangement
      of Maker or any subsidiary, whether such indebtedness now exists or shall
      hereafter be created and such default shall result in such indebtedness becoming
      or being declared due and payable prior to the date on which it would otherwise
      become due and payable, regardless of whether the holder or holders of any
      such
      indebtedness actually make any declaration of default or acceleration;
      including, without limitation, any default by Maker of any of its obligations
      under any of those certain 8% Convertible Notes described on Schedule 5(h)
      to
      the Loan and Security Agreement; or

     

    
      
        
        

      

      
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    (vi)
       Maker
      (a)
      shall be a party to any Change of Control Transaction (as defined below), (b)
      shall agree to sell or dispose all or in excess of 33% of its assets in one
      or
      more transactions (whether or not such sale would constitute a Change of Control
      Transaction), (c) shall redeem or repurchase more than a de minimis
      number
      of shares of Common Stock or other equity securities of Maker, or (d) shall
      make
      any distribution or declare or pay any dividends (in cash or other property,
      other than Common Stock) on, or purchase, acquire, redeem, or retire any of
      Maker's capital stock, of any class, whether now or hereafter outstanding.
      “Change
      of Control Transaction”
means
      the occurrence of any of: (i) an acquisition after the date hereof by an
      individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
      promulgated under the Securities Exchange Act of 1934, as amended) of effective
      control (whether through legal or beneficial ownership of capital stock of
      Maker, by contract or otherwise) of in excess of 33% of the voting securities
      of
      Maker, (ii) a replacement at one time or over time of more than one-half of
      the
      members of Maker's board of directors which is not approved by a majority of
      those individuals who are members of the board of directors on the date hereof
      (or by those individuals who are serving as members of the board of directors
      on
      any date whose nomination to the board of directors was approved by a majority
      of the members of the board of directors who are members on the date hereof),
      (iii) the merger of Maker with or into another entity that is not wholly-owned
      by Maker or the consolidation or sale of 33% or more of the assets of Maker
      in
      one or a series of related transactions, or (iv) the execution by Maker of
      an
      agreement to which Maker is a party or by which it is bound, providing for
      any
      of the events set forth above in (i), (ii) or (iii); or

    


    (vii)
      trading in the Common Stock shall have been suspended by the Securities and
      Exchange Commission, the National Association of Securities Dealers, Inc.,
      or
      the Company’s principal Trading Market for any period in excess of 5 Trading
      Days.

    


    (b)
      If
      any Event of Default occurs, the full principal amount of this Note, together
      with all accrued interest thereon, shall become, at the Payee's election,
      immediately due and payable in cash. Commencing 5 days after the occurrence
      of
      any Event of Default that results in the acceleration of this Note, the interest
      rate on this Note shall accrue at the rate of 22% per annum, or such lower
      maximum amount of interest permitted to be charged under applicable law. The
      Payee need not provide and Maker hereby waives any presentment, demand, protest
      or other notice of any kind, and the Payee may immediately and without
      expiration of any grace period enforce any and all of its rights and remedies
      hereunder and all other remedies available to it under applicable law. Such
      declaration may be rescinded and annulled by Payee at any time prior to payment
      hereunder. No such rescission or annulment shall affect any subsequent Event
      of
      Default or impair any right consequent thereon.

     

    
      
        
        

      

      
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    5. Negative
      Covenants.
       So
      long
      as any portion of this Note is outstanding, the Maker will not and will not
      permit any of its Subsidiaries to directly or indirectly:

    


    a) other
      than Permitted Indebtedness, enter into, create, incur, assume, guarantee or
      suffer to exist any indebtedness for borrowed money of any kind, including
      but
      not limited to, a guarantee, on or with respect to any of its property or assets
      now owned or hereafter acquired or any interest therein or any income or profits
      therefrom;

     

    b) other
      than Permitted Liens, enter into, create, incur, assume or suffer to exist
      any
      liens of any kind, on or with respect to any of its property or assets now
      owned
      or hereafter acquired or any interest therein or any income or profits
      therefrom;

    


    c) amend
      its
      certificate of incorporation, bylaws or other charter documents so as to
      adversely affect any rights of the Payee;

    


    d) except
      as
      contractually required by the Maker as of the date of issuance of this Note,
      repay, repurchase or offer to repay, repurchase or otherwise acquire more than
      a
de minimis
      number
      of securities;

    


    e) enter
      into any agreement with respect to any of the foregoing;

    


    f) pay
      any
      accrued salaries for any officer or director of the Company or any subsidiary
      accrued prior to the date hereof; or

    


    g) pay
      cash
      dividends or distributions on any equity securities of the Maker.

    


    “Permitted
      Indebtedness”
      shall
      mean (a)
      the
      indebtedness evidenced by this Note, and (b) the indebtedness of the Maker
      existing on the date of issuance of this Note.

    


    “Permitted
      Lien”
shall
      mean the individual and collective reference to the following: (a) liens in
      connection with this Note; (b) liens for taxes, assessments and other
      governmental charges or levies not yet due or liens for taxes, assessments
      and
      other governmental charges or levies being contested in good faith and by
      appropriate proceedings for which adequate reserves (in the good faith judgment
      of the management of the Maker) have been established in accordance with
      generally accepted accounting procedures; and (c) liens imposed by law which
      were incurred in the ordinary course of business, such as carriers’,
      warehousemen’s and mechanics’ liens, statutory landlords’ liens, and other
      similar liens arising in the ordinary course of business, and (x) which do
      not
      individually or in the aggregate materially detract from the value of such
      property or assets or materially impair the use thereof in the operation of
      the
      business of the Maker and its consolidated subsidiaries or (y) which are being
      contested in good faith by appropriate proceedings, which proceedings have
      the
      effect of preventing the forfeiture or sale of the property or asset subject
      to
      such lien.

     

    
      
        
        

      

      
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    6. No
      Waiver of Payee's Rights.
      All
      payments of principal and interest shall be made without setoff, deduction
      or
      counterclaim. No delay or failure on the part of the Payee in exercising any
      of
      its options, powers or rights, nor any partial or single exercise of its
      options, powers or rights shall constitute a waiver thereof or of any other
      option, power or right, and no waiver on the part of the Payee of any of its
      options, powers or rights shall constitute a waiver of any other option, power
      or right. Maker hereby waives presentment of payment, protest, and all notices
      or demands in connection with the delivery, acceptance, performance, default
      or
      endorsement of this Note. Acceptance by the Payee of less than the full amount
      due and payable hereunder shall in no way limit the right of the Payee to
      require full payment of all sums due and payable hereunder in accordance with
      the terms hereof.

    


    7.
       Modifications.
      No term
      or provision contained herein may be modified, amended or waived except by
      written agreement or consent signed by the party to be bound
      thereby.

    


    8.
       Cumulative
      Rights and Remedies; Usury.
      The
      rights and remedies of Payee expressed herein are cumulative and not exclusive
      of any rights and remedies otherwise available under this Note, the Loan and
      Security Agreement, or applicable law (including at equity). The election of
      Payee to avail itself of any one or more remedies shall not be a bar to any
      other available remedies, which Maker agrees Payee may take from time to time.
      If it shall be found that any interest due hereunder shall violate applicable
      laws governing usury, the applicable rate of interest due hereunder shall be
      reduced to the maximum permitted rate of interest under such law.

    


    9.
       Use
      of
      Proceeds.
      Maker
      shall use the proceeds from the sale of this Note to the Payee for working
      capital purposes as set forth in Schedule H of the Loan and Security Agreement
      and shall not use such proceeds for (a) the satisfaction of any portion of
      Maker’s or subsidiary’s debt (other than payment of trade payables in the
      ordinary course of Maker's business and prior practices), (b) the redemption
      of
      any of Maker’s or subsidiary’s equity or equity-equivalent securities, (c) the
      settlement of any outstanding litigation or (d) the payment of the previously
      earned salary or bonus of any director or officer of the Maker.

    


    10.
       Collection
      Expenses.
      If
      Payee shall commence an action or proceeding to enforce this Note, then Maker
      shall reimburse Payee for its costs of collection and reasonable attorneys
      fees
      incurred with the investigation, preparation and prosecution of such action
      or
      proceeding.

    


    11.
       Severability.
      If any
      provision of this Note is declared by a court of competent jurisdiction to
      be in
      any way invalid, illegal or unenforceable, the balance of this Note shall remain
      in effect, and if any provision is inapplicable to any person or circumstance,
      it shall nevertheless remain applicable to all other persons and circumstances.
      If it shall be found that any interest or other amount deemed interest due
      hereunder shall violate applicable laws governing usury, the applicable rate
      of
      interest due hereunder shall automatically be lowered to equal the maximum
      permitted rate of interest.

     

    
      
        
        

      

      
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    12.
       Successors
      and Assigns.
      This
      Note shall be binding upon Maker and its successors and shall inure to the
      benefit of the Payee and its successors and assigns. The term “Payee” as used
      herein, shall also include any endorsee, assignee or other holder of this
      Note.

    


    13.
       Lost
      or Stolen Promissory Note.
      If this
      Note is lost, stolen, mutilated or otherwise destroyed, Maker shall execute
      and
      deliver to the Payee a new promissory note containing the same terms, and in
      the
      same form, as this Note. In such event, Maker may require the Payee to deliver
      to Maker an affidavit of lost instrument and customary indemnity in respect
      thereof as a condition to the delivery of any such new promissory
      note.

    


    14.
       Governing
      Law; Arbitration.
      This
      Note shall be governed by and construed in accordance with the internal laws
      of
      the State of Nevada. Any controversy or claim arising out of or related to
      this
      Debenture or the breach thereof, shall be settled by binding arbitration in
      New
      York, New York in accordance with the Expedited Procedures (Rules 53-57) of
      the
      Commercial Arbitration Rules of the American Arbitration Association
      (“AAA”).
      A
      proceeding shall be commenced upon written demand by the Company or Buyer to
      the
      other. The arbitrator(s) shall enter a judgment by default against any party,
      which fails or refuses to appear in any properly noticed arbitration proceeding.
      The proceeding shall be conducted by one (1) arbitrator, unless the amount
      alleged to be in dispute exceeds two hundred fifty thousand dollars ($250,000),
      in which case three (3) arbitrators shall preside. The arbitrator(s) will be
      chosen by the parties from a list provided by the AAA, and if the parties are
      unable to agree within ten (10) days, the AAA shall select the arbitrator(s).
      The arbitrators must be experts in securities law and financial transactions.
      The arbitrators shall assess costs and expenses of the arbitration, including
      all attorneys’ and experts’ fees, as the arbitrators believe is appropriate in
      light of the merits of the parties’ respective positions in the issues in
      dispute. Each party submits irrevocably to the jurisdiction of any state court
      sitting in New York, New York or to the United States District Court sitting
      in
      New York, New York for purposes of enforcement of any discovery order, judgment
      or award in connection with such arbitration. The award of the arbitrator(s)
      shall be final and binding upon the parties and may be enforced in any court
      having jurisdiction. The arbitration shall be held in such place as set by
      the
      arbitrator(s) in accordance with Rule 55. With respect to any arbitration
      proceeding in accordance with this section, the prevailing party’s reasonable
      attorney’s fees and expenses shall be borne by the non-prevailing
      party.

    


    Although
      the parties, as expressed above, agree that all claims, including claims that
      are equitable in nature, for example specific performance, shall initially
      be
      prosecuted in the binding arbitration procedure outlined above, if the
      arbitration panel dismisses or otherwise fails to entertain any or all of the
      equitable claims asserted by reason of the fact that it lacks jurisdiction,
      power and/or authority to consider such claims and/or direct the remedy
      requested, then, in only that event, will the parties have the right to initiate
      litigation respecting such equitable claims or remedies. The forum for such
      equitable relief shall be in either a state or federal court sitting in New
      York, New York. Each party waives any right to a trial by jury, assuming such
      right exists in an equitable proceeding, and irrevocably submits to the
      jurisdiction of said New York court. Nevada law shall govern both the proceeding
      as well as the interpretation and construction of this Note and the transaction
      as a whole. Notwithstanding the preceding provisions, the parties agree to
      preserve, without diminution, certain remedies that any party may exercise
      before or after an arbitration proceeding is brought. The parties shall have
      the
      right to proceed in any court of proper jurisdiction or by self-help to exercise
      or prosecute the following remedies, as applicable: (i) all rights to foreclose
      against any real or personal property or other security by exercising a power
      of
      sale or under applicable law by judicial foreclosure including a proceeding
      to
      confirm the sale; (ii) all rights of self-help including peaceful occupation
      of
      real property and collection of rents, set-off, and peaceful possession of
      personal property; (iii) obtaining provisional or ancillary remedies including
      injunctive relief, sequestration, garnishment, attachment, appointment of
      receiver and filing an involuntary bankruptcy proceeding; and (iv) when
      applicable, a judgment by confession of judgment. The parties further agree
      that
      they shall not have a remedy of punitive or exemplary damages against any other
      party and hereby waive any right or claim to punitive or exemplary damages
      they
      have now or which may arise in the future in connection with any action whether
      the action is brought by arbitration or judicially.

    


    
      
        
        

      

      
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    15. Notice. 
      Any and
      all notices or other communications or deliveries to be provided by the Payee
      hereunder, including, without limitation, any conversion notice, shall be in
      writing and delivered personally, by facsimile, sent by a nationally recognized
      overnight courier service or sent by certified or registered mail, postage
      prepaid, addressed to the Maker, Brendan Technologies, Inc. (a Nevada
      corporation), or such other address or facsimile number as the Maker may specify
      for such purposes by notice to the Payee delivered in accordance with this
      paragraph. Any and all notices or other communications or deliveries to be
      provided by the Maker hereunder shall be in writing and delivered personally,
      by
      facsimile, sent by a nationally recognized overnight courier service or sent
      by
      certified or registered mail, postage prepaid, addressed to the Payee at the
      address of the Payee appearing on the books of the Maker (as set forth in the
      Loan and Security Agreement), or if no such address appears, at the principal
      place of business of the Payee. Any notice or other communication or deliveries
      hereunder shall be deemed given and effective on the earliest of (i) the date
      of
      transmission if delivered by
      hand
      or by telecopy that has been confirmed as received by 5:00 p.m. on a business
      day,
      (ii)
one
      business day after being sent by nationally recognized overnight courier or
      received by telecopy after 5:00 p.m. on any day,
      or
      (iii) five
      business
      days
      after being sent by certified or registered mail, postage and charges prepaid,
      return receipt requested.

    


    16. Required
      Notice to Payee. The
      Payee
      is to be immediately notified by the Maker, in accordance with Section 16,
      of
      the existence or occurrence of any Event of Default.

    


    17. Capacity
      of Agent. Maker
      acknowledges that the Payee has appointed an Agent to act on its behalf under
      certain circumstances as set forth in the Loan and Security
      Agreement.

    


    18. Transferability
      of Note. Subject
      to compliance with any applicable securities laws, this Note and all rights
      hereunder are transferable, in whole or in part, upon surrender of this Note
      at
      the principal office of the Maker, together with a written assignment or
      endorsement of this Note duly executed by the Payee or its agent or attorney
      and
      funds sufficient to pay any transfer taxes payable upon the making of such
      transfer. Upon such surrender and, if required, such payment, the Maker shall
      execute and deliver a new Note or Notes in the name of the assignee or assignees
      and in the denomination or denominations specified in such instrument of
      assignment, and shall issue to the assignor a new Note evidencing the portion
      of
      this Note not so assigned, and this Note shall promptly be cancelled.


     

    
      
        
        

      

      
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      The
      undersigned signs this Note as a maker and not as a surety or guarantor or
      in
      any other capacity.

    
      	 	 	 
	 	BRENDAN
              TECHNOLOGIES, INC., 
              a
                Nevada corporation

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            




    
      
        
        

      

      
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