Unassociated Document

Exhibit 10.4

    


    PROMISSORY
      NOTE

    


    


    Date:     January
      13, 2006

    


    Maker:
      Michael Lambert, Inc.

    


    Payee:   Robert
      Kremer

    


    Place
      for Payment: 121 Interpark Blvd., Suite 1204, San Antonio,
      TX  78216

    


    Principal
      Amount: Two Thousand  and No/100 Dollars
      ($2,000.00)

    


    Annual
      Interest Rate on Unpaid Principal from Date:   Zero
      percent (0%)

    


    Annual
      Interest Rate on Matured, Unpaid Amounts: Ten percent
      (10%)

    


    Terms
      of Payment (principal and interest):

    


    Interest,
      if any,  on any
      unpaid principal shall be due on the fifteenth (15th) of each
      month.   All unpaid principal and interest is due and payable on
      December 31, 2007.

    


    The
      unpaid principal balance, including
      any unpaid and accrued interest, shall at no time exceed the sum of three
      thousand and No/100 Dollars ($3,000.00).  The unpaid principal balance
      of this note at any time shall be the total amounts loaned or advanced hereunder
      by Payee, less the amount of payments or prepayments of principal made hereon
      by
      or for the account of Maker.  It is contemplated that by reason of
      prepayments hereon, there may be times when no indebtedness is due hereunder;
      but notwithstanding such occurrences, this note shall remain valid and shall
      be
      in full force and effect as to loans or advances made pursuant to and under
      the
      terms of this note subsequent to each such occurrence.

    


    Advances
      hereunder shall be made by
      Payee upon the oral or written request of the undersigned officer of Maker
      or
      any other officer of Maker authorized to make such a request.

    


    Maker  promises
      to pay to the
      order of Payee at the place for payment and according to the terms of payment
      the principal amount plus interest at the rates stated above.  All
      unpaid amounts shall be due by

     

                   
      On default in the payment of this note or in the performance of any obligation
      in any instrument securing or collateral to it this note and all obligations
      in
      all instruments securing or collateral to it shall become immediately due at
      the
      election of Payee.  Maker and each surety, endorser, and guarantor
      waive all demands for payment, presentations for payment, notices of intention
      to accelerate maturity, protests, and notices of protest.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    If
      this
      note or any instrument securing or collateral to it is given to an attorney
      for
      collection, or if suit is brought for collection, or if it is collected through
      probate, bankruptcy, or other judicial proceeding, then Maker shall pay Payee
      all costs of collection, including reasonable attorney's fees and court costs,
      in addition to other amounts due.

    


         Interest
      on the debt evidenced by this note shall not exceed the maximum amount of
      nonusurious interest that may be contracted for, taken, reserved, charged,
      or
      received under law; any interest in excess of that maximum amount shall be
      credited on the principal of the debt or, if that has been paid,
      refunded.  On any acceleration or required or permitted prepayment,
      any such excess shall be canceled automatically as of the acceleration or
      prepayment or, if already paid, credited on the principal of the debt or, if
      the
      principal of the debt has been paid, refunded.  This provision
      overrides other provisions in this and all other instruments concerning the
      debt.

    


         The
      terms Maker and Payee and other nouns and pronouns include the plural if more
      than one.  The terms Maker and Payee also include their respective
      successors, representatives, and assigns.

    


    


    Maker

    Michael
      Lambert,
      Inc.

    
 

    


    By:
/S/
      Robert
      Kremer