EXHIBIT
10.06


 





PROMISSORY
NOTE


 


	$340,000.00.	 	May
    16, 2014


 


FOR
VALUE RECEIVED, the undersigned, Verity Water, LLC, a South Dakota limited liability company (“Maker”) hereby promises
to pay to the order of Duane Spader, (“Payee”), at 1100 E. 64th St. North, Sioux Falls, SD 57104, or at such other
place as the holder hereof may from time to time direct, in lawful money of the United States of America, the principal sum of
Three Hundred Forty Thousand Dollars ($340,000.00), plus interest at a rate per annum equal to the Base Rate (hereinafter defined)
and accruing from and after from and after December 31, 2012, payable in installments as follows:


 


	 	(a)	On
    or before September 30, 2015, a payment of all interest accrued from and after December 31, 2012;
	 	 	 
	 	(b)
    	On
    September 30, 2016, a payment of all accrued interest not previously paid; 
	 	 	 
	 	(c)	On
    September 30, 2017, a payment of principal in the amount of One Hundred Thirteen Thousand Three Hundred Thirty-Three Dollars
    and Thirty-Three Cents ($113,333.33), plus all accrued interest not previously paid;
	 	 	 
	 	(d)	On
    September 30, 2018, a payment of principal in the amount of One Hundred Thirteen Thousand Three Hundred Thirty-Three Dollars
    and Thirty-Three Cents ($113,333.33), plus all accrued interest not previously paid; and
	 	 	 
	 	(e)	On
    September 30, 2019, a payment of principal in the amount of One Hundred Thirteen Thousand Three Hundred Thirty-Three Dollars
    and Thirty-Four Cents ($113,333.34), plus all accrued interest not previously paid. 


 


Any
amounts not previously paid shall be due and payable on September 30, 2019. Payments shall first be credited to interest and then
to principal. This Note memorializes advances previously made and amends the repayment terms.


 


As
used in this Note, the following terms shall have the respective meanings indicated below.


 


  “Base Rate” means interest at the rate of three percent (3%) per annum, for periods through September 30, 2016, and thereafter interest at a rate of five percent (5%) per annum.




 


  “Default Rate” means the sum of the Base Rate as of the applicable date plus six percent (6%).




 


  “Maximum Rate” means the maximum usurious interest permitted from time to time by applicable law.




 




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Maker
shall have the right to prepay, at any time and from time to time without premium or penalty, the entire unpaid principal balance
of this Note or any portion thereof; provided there shall also be paid with such prepayment all accrued interest on the unpaid
principal balance.


 


If
this Note is not paid when due, whether at maturity or by acceleration, the undersigned promises to pay all costs of collection,
including but not limited to, reasonable attorneys’ fees, if and to the extent such are then permitted to be recovered by
the laws of the State of South Dakota, and all expenses incurred in connection with the protection or realization of the security
which may be incurred by the holder hereof on account of such collection, whether or not suit is filed hereon.


 


This
Note shall be governed by and construed in accordance with the laws of the State of South Dakota. Any action or proceeding under
or in connection with this Note against Maker or any other party ever liable for payment of any sums of money payable on this
Note may be brought in any state court in Minnehaha County, South Dakota. Maker and each such other party hereby irrevocably (i)
submits to the nonexclusive jurisdiction of such courts and (ii) waives any objection it may now or hereafter have as to the venue
of any such action or proceeding brought in such court or that such court is an inconvenient forum. Any action or proceeding by
Maker or any other party liable hereunder against Payee shall be brought only in a court located in Minnehaha County, South Dakota.


 


Maker,
for itself, its successors, transfers, and assigns, and each surety, guarantor, endorser, and other party ever liable for
payment of any sums of money payable on this Note jointly and severally waive notice, presentment, demand for payment,
protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of intent to accelerate, notice of
intent to demand, diligence in collecting, grace, and all other formalities of any kind, and consent to all extensions
without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any
collateral security this Note, all without prejudice to the holder. The holder shall similarly have the right to deal in any
way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party
any extensions of time for payment of any of said indebtedness, or to release or substitute part or all of the collateral
security this Note, or to grant any other indulgences or for bearances whatsoever, without notice to any other party and
without in any way affecting the personal liability of any party hereunder.


 


IN
WITNESS WHEREOF, the undersigned has caused this Promissory Note to be executed as of the day and year first above written.


 


	 	VERITY WATER, LLC
	 	 	 
	 	By:	 /s/ VERLYN SNELLER
	 	Its:	


 




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