Cascade Energy, Inc. - Exhibit 10.12






THIS SECURED DEBENTURE, AND THE SECURITIES INTO WHICH IT IS
CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”), HAVE NOT BEEN REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE
HARBOR FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED”
AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE
ACT, PURSUANT TO REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH
OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

SECURED DEBENTURE

CASCADE ENERGY INC.

5% Secured Convertible Debenture

June 15, 2006

	No. Perosa Management S.A. -
      003 	US$1,000,000



     This Secured Debenture (the
“Debenture”) is issued on June 15, 2005 (the “Closing Date”) by
Cascade Energy Inc., a Nevada corporation (the “Company”), to Perosa
Management S.A., a Panama entity (together with its permitted successors and
assigns, the “Holder”) pursuant to exemptions from registration under the
Securities Act of 1933, as amended, and is a companion to Salifolia Invest and
Trade Inc.’s $1,000,000 Convertible Debenture and Ratan Consulting Inc.’s
$1,000,000 Convertible Debenture both due on June 15, 2006.

     Section
1     Principal and
Interest. 

     For value received, the Company
hereby promises to pay to the order of the Holder on June 15, 2006 in lawful
money of the United States of America and in immediately available funds the
principal sum of One Million Dollars (US$1,000,000.00) , together with
interest on the unpaid principal of this Debenture at the rate of five percent
(5%) per year (computed on the basis of a 365-day year and the actual days
elapsed) from the date of this Debenture until paid. At any time from the date
hereof, at the Holder’s option, the entire principal amount and all accrued
interest may be either (a) paid to the Holder, at Company’s choice, or (b)
converted, at Holder’s election, in accordance with Section 1(a) herein
provided.










	 	 a. 	 Optional Conversion. The Holder
        is entitled, at its option, to convert, and sell on the same day, at any
        time and from time to time, until payment in full of this Debenture, all
        or any part of the principal amount of the Debenture, plus accrued interest,
        into shares (the “Conversion Shares”) of the Company’s
        common stock, par value US$0.0001 per share (“Common Stock”),
        at the price per share (the “Conversion Price”) equal
        to $0.50. To convert this Debenture, the Holder hereof shall deliver
        written notice thereof, substantially in the form of Exhibit “A”
        to this Debenture, with appropriate insertions (the “Conversion
        Notice”), to the Company at its address as set forth herein.
        The date upon which the conversion shall be effective (the “Conversion
        Date”) shall be deemed to be the date set forth in the Conversion
        Notice.

	 	 	 
	 	 b. 	 Reservation of Common Stock. The
        Company shall reserve and keep available out of its authorized but un-issued
        shares of Common Stock, solely for the purpose of effecting the conversion
        of this Debenture, such number of shares of Common Stock as shall from
        time to time be sufficient to effect such conversion, based upon the $0.50
        price. If at any time the Company does not have a sufficient number of
        Conversion Shares authorized and available, then the Company shall call
        and hold a special meeting of its stockholders within thirty (30) days
        of that time for the sole purpose of increasing the number of authorized
        shares of Common Stock.

	 	 	 
	 	 c. 	 Mandatory Redemption. In the event that
        the Company shall merge into, be acquired by, or transfer a majority of
        its assets to any other company or individual buyer, then the Company
        shall, within thirty (30) days of the date the Company effects any of
        these events, redeem the entire outstanding convertible debenture at an
        amount equal to one hundred twenty percent (120%) of the amount redeemed
        plus accrued interest.

	 	 	 
	 	 d. 	 Interest Payments. The interest so payable
        will be paid at the time of maturity or conversion to the person in whose
        name this Debenture is registered. At the time such interest is payable,
        the Holder, in its sole discretion, may elect to receive the interest
        in cash (via wire transfer or certified funds) or in the form of Common
        Stock. In the event of default, as described in Article III Section 3.01
        hereunder, the Holder may elect that the interest be paid in cash (via
        wire transfer or certified funds) or in the form of Common Stock. If paid
        in the form of Common Stock, the amount of stock to be issued will be
        calculated on the $0.50. A number of shares of Common Stock with a
        value equal to the amount of interest due shall be issued. No fractional
        shares will be issued; therefore, in the event that the value of the Common
        Stock per share does not equal the total interest due, the Company will
        pay the balance in cash.










	 	e. 	 Paying Agent and Registrar. Initially,
        the Company will act as paying agent and registrar. The Company may change
        any paying agent, registrar, or Company-registrar by giving the Holder
        not less than ten (10) business days’ written notice of its election
        to do so, specifying the name, address, telephone number and facsimile
        number of the paying agent or registrar. The Company may act in any such
        capacity.

	 	 	 
	 	f. 	 Secured Nature of Debenture: Payoff
        by Production. All of the assets and property of the Company as
        set forth on Exhibit A secure this Debenture to this Debenture, in combination
        with all other Trust Debentures, on a pro-rata basis.

	 	 	 
	 	h. 	 Amendments and Waiver of Default. The
        Debenture may not be amended. Notwithstanding the above, without the consent
        of the Holder, the Debenture may be amended to cure any ambiguity, defect
        or inconsistency, or to provide for assumption of the Company obligations
        to the Holder.



     Section
2.     Events of Default.


     An Event of Default is defined as
follows: (a) failure by the Company to pay amounts due hereunder within fifteen
(15) days of the date of maturity of this Debenture; (b) failure by the
Company’s transfer agent to issue Common Stock to the Holder within five (5)
days of the Company’s receipt of the attached Notice of Conversion from Holder;
(c) failure by the Company for ten (10) days after notice to it to comply with
any of its other agreements in the Debenture; and (d) events of bankruptcy. Upon
the occurrence of an Event of Default, the Holder may, in its sole discretion,
accelerate full repayment of all debentures outstanding and accrued interest
thereon or may, notwithstanding any limitations contained in this Debenture,
convert all debentures outstanding and accrued interest thereon into shares of
Common Stock pursuant to Section 1(a) herein. 

     Section
3.     Conversion
Rights.

     Rights and Terms of
Conversion. This Debenture, in whole or in part, may be converted
at any time following the Closing Date, into shares of Common Stock at a price
equal to the Conversion Price, as defined in 1(a) above.

     Re-issuance of
Debenture. When the Holder elects to convert a part of the
Debenture, then the Company shall reissue a new Debenture in the same form as
this Debenture to reflect the new principal amount.




     Anti-dilution.
In the event that the Company shall at any time subdivide the outstanding
shares of Common Stock, or shall issue a stock dividend on the outstanding
Common Stock, the Conversion Price in effect immediately prior to such
subdivision or the issuance of such dividend shall be proportionately decreased,
and in the event that the Company shall at any time combine the outstanding
shares of Common Stock, the Conversion Price in effect immediately prior to such
combination shall be proportionately increased, effective at the close of
business on the date of such subdivision, dividend or combination as the case
may be.

     Section
4.     Miscellaneous

     Notice.
Notices regarding this Debenture shall be sent to the parties at the
following addresses, unless a party notifies the other parties, in writing, of a
change of address:

	If to the Company, to: 	Cascade Energy Inc. 
	  	13405 Folsom Blvd., Suite 820 
	  	Folsom, CA 
	  	Attention: Sam Johal 
	  	Telephone: (916) 608-9700 
	  	Facsimile: (916) 608-8747 
	  	  
	With a copy to: 	Dieterich & Associates 
	  	11300 West Olympic Boulevard, Suite 800 
	  	Los Angeles, CA 90064 
	  	Attention: Christopher Dieterich 
	  	Telephone: (310) 312-6888 
	  	Facsimile: (310) 312-6880 
	  	  
	If to the Holder: 	Perosa Management S.A. 
	  	Panama City, Panama 
	  	Attention: Dr. Gerold Hoop 
	  	Telephone: (423) 235-05-50
	  	Facsimile: (423) 235-05-51 


     Governing Law. This
Debenture shall be deemed to be made under and shall be construed in accordance
with the laws of Nevada without giving effect to the principles of conflict of
laws thereof. Each of the parties consents to the jurisdiction of the U.S.
District Court sitting in the State of Nevada in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
conveniens to the bringing of any such proceeding in such jurisdictions.




     Severability.
The invalidity of any of the provisions of this Debenture shall not
invalidate or otherwise affect any of the other provisions of this Debenture,
which shall remain in full force and effect.

     Entire Agreement and
Amendments. This Debenture represents the entire agreement
between the parties hereto with respect to the subject matter hereof and there
are no representations, warranties or commitments, except as set forth herein.
Only an instrument in writing executed by the parties hereto may amend this
Debenture.

     Counterparts.
This Debenture may be executed in multiple counterparts, each of which shall
be an original, but all of which shall be deemed to constitute on
instrument.

     IN WITNESS WHEREOF, with
the intent to be legally bound hereby, the Company as executed this Debenture as
of the date first written above.

	 	CASCADE ENERGY INC. 
	  	  
	 	By: /s/ Chris Foster 
	 	Name: Chris Foster 
	 	Title: Secretary & Treasurer 







EXHIBIT “A”

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert the Debenture)

	TO:	-


The undersigned hereby irrevocably elects to convert US$______________________
  of the principal amount of the above Debenture into Shares of Common Stock of
  Cascade Energy Inc., according to the conditions stated therein, as of the Conversion
  Date written below.

	Conversion Date: 	  
	Applicable Conversion Price 	  
	Signature: 	  
	Name: 	  
	Address: 	  
	Amount to be converted: 	US$ ________________________________
	Amount of Debenture 	  
	unconverted: 	US$ ________________________________
	Conversion Price per share: 	US$ ________________________________
	Number of shares of Common 	  
	Stock to be issued: 	-
	Please issue the shares of 	  
	Common Stock in the following 	  
	name and to the following 	  
	address: 	-
	Issue to: 	-
	Authorized Signature: 	-
	Name: 	-
	Title: 	-
	Phone Number: 	-
	Broker DTC Participant Code: 	-
	Account Number: 	-