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EXHIBIT 10.19


THIS NOTE AND THE COMMON STOCK OF THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. AS AMENDED (the "ACT"), OR QUALIFIED UNDER ANY STATE
SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH
A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THIS NOTE AND
THE COMMON STOCK OF THE COMPANY MAY NOT BE SOLD, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
CONCURRED IN BY COUNSEL FOR THE COMPANY THAT REGISTRATION AND QUALIFICATION ARE
NOT REQUIRED.


                                   PENGE CORP.
                                 PROMISSORY NOTE

$ ______________                                     Issue Date: _______________


FOR VALUE RECEIVED, Penge Corp., a Delaware corporation (the "Company"), hereby
promises to pay to the order of ______________ (the "Holder") in lawful money of
the United States at the address of the Holder set forth below, the principal
amount of ______________, with simple interest at the rate of twelve percent
(12.0%) per annum.

Interest will be calculated on a 365-day year for the actual number of days
elapsed and shall commence on the Issue Date and continue on the outstanding
principal until paid in full or converted as provided below.

l.       Purchase Terms. This note (the "Note") is issued pursuant to the terms
         outlined below

         o        The note is an approximately 24 month note.

         o        The note carries quarterly interest payments due the 1st of
                  each quarter beginning ______________ with interest prorated
                  based on receipt of funds.

         o        An $_________ balloon of the principal is due on ____________.

         o        The Holder will receive a UCC1 lien filed in the state of
                  Arizona against $_________ of nursery collateral listed below.

2.       Maturity Date. The entire outstanding principal balance of this Note,
         and any unpaid accrued interest, shall be due and payable in full on
         ______________ unless prepaid or converted by the Holder prior to the
         Maturity Date pursuant to the terms of this Note.

3.       Payment. All amounts payable hereunder shall be paid by the Company in
         immediately available and freely transferable funds at the place
         designated by the Holder to the Company for such payment.

4.       Successors and Assigns. All covenants, agreements and undertakings in
         this Note by or on behalf of any of the parties shall bind and inure to
         the benefit of the respective successors and assigns of the parties
         whether so expressed or not.

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5.       Severability. If any provision of the Note is held to be illegal,
         invalid or unenforceable under any present or future law, then: (i)
         such provision, or any portion thereof, shall be fully severable; (ii)
         this Note will be construed and enforced as if such illegal, invalid or
         unenforceable provision had never comprised a part hereof; (iii) the
         remaining provisions of this Note shall remain in full force and effect
         and shall not be affected by the illegal. invalid or unenforceable
         provision or its severance from this Note; and (iv) in lieu of such
         illegal, invalid or unenforceable provision there will automatically be
         added as a part of this Note a legal, valid and enforceable provision
         on terms as substantially similar as possible to the terms of the
         illegal, invalid or unenforceable provision.

6.       Amendment. This Note and any provision hereof may be changed, waived,
         discharged or terminated only by an instrument in writing signed by the
         Company and the Holder.

7.       Governing Law. The terms of this Note shall be construed in accordance
         with the Laws of the State of Delaware as applied to contracts entered
         into by Delaware residents within the State of Delaware, which
         contracts are to be performed entirely within the State of Delaware.

8.       Notice. Any notice or other communication provided for under this Note
         shall be in writing and shall be sent by (a) personal delivery, (b)
         registered or certified mail (return receipt requested) or (c)
         nationally recognized overnight courier service, to Company or to the
         Purchaser at their respective addresses set forth on the signature
         pages of the Agreement. A notice or other communication shall be deemed
         to have been duly received (a) if personally delivered, on the date of
         such delivery, (b) if mailed, on the date set forth on the signed
         return receipt or (c) if delivered by overnight courier, on the date of
         actual delivery (as evidenced by the receipt of the overnight courier
         service).

9.       Collateral. The Company agrees to provide the collateral listed below:

         [_________________________]

         In the event of default, the Company also agrees to assist the Holder
in picking up the already potted trees and liquidating them to existing Company
customers and to other retail outlets that the Company is familiar with. The
Holder could liquidate the product at $.25 on the dollar (around $6.25 per tree)
and recoup 100% of principal.

         The collateral will be secured by UCC-l filing within 10 days of the
signing of this note, filed by the Company in the state where the collateral is
located.

10.      Conversion of the note to Penge Common Stock. The note holder will also
         receive a two year option to convert this debt into Penge Corp. common
         stock. The conversion price is fixed at $0.95 cents for the first
         twelve months of this note, $1.05 cents for the second twelve months of
         this note. The conversion rights are pursuant to the following terms:

         o        The Holder may elect to exercise the option to convert to
                  stock by notifying the Company in writing during the exercise
                  periods, of their intention to convert part or all of this
                  promissory note into common stock.

         o        The Company agrees to give the Holder piggy back registration
                  rights and to register the shares into the next available
                  registration statement at no cost to the Holder.

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         o        The Company agrees to give the Holder the right to convert any
                  part of the loan to stock at any time within the loan period.
                  The Holder may convert any part of the loan as many times as
                  the Holder elects during the period.

         o        The Holder acknowledges that they have received the
                  documentation for the Company $.70 private placement with
                  disclosure information related to risk factors, capitalization
                  and management.

IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date
first written above.


PENGE CORPORATION

By:  ______________________________________

Name:    KC Holmes
Title:   President

Date: _____________________________________


LENDER:

Signature: ________________________________

Name:      ________________________________

Address:   ________________________________
           ________________________________

Date:      ________________________________