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EXHIBIT 10.12


THIS NOTE AND THE COMMON STOCK OF THE COMPANY ISSUABLE UPON CONVERSION OF THIS
NOTE 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 ISSUABLE
UPON THE CONVERSION OF THIS NOTE 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
$200,000                                               Issue Date: June 15, 2006


FOR VALUE RECEIVED, Penge Corp., a Delaware corporation (the "Company"), hereby
promises to pay to the order of Philip Oleson (the "Holder") in lawful money of
the United States at the address of the Holder set forth below, the principal
amount of Two Hundred Thousand Dollars ($200,000), with simple interest at the
rate of twelve percent (24.0%) per annum with an origination fee
of______________________________________30,000_____________________to be
included in the balloon payoff of the note.

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.


1.       Purchase Terms. This note (the "Note") is issued pursuant to the terms
         outlined below and dated June 15, 2006.

         o        The note is a six month note with a month to month extension.
                  Either party may cancel the note after 6 months with 30 days
                  written notice. The note carries monthly interest payments due
                  on the 15th of each month.

         o        A $200,000 balloon of the principal and a $30,000O balloon of
                  the origination fee are due on December 15, 2006.

2.       Maturity Date. The entire outstanding principal balance of this Note,
         and any unpaid accrued interest, shall be due and payable in full on
         the date that is 6 months from the Issue Date first set forth above
         (the "Maturity Date") unless prepaid or converted by the Holder prior
         to the Maturity Date pursuant to the terms of this Note.

3.       Delivery of Certificate(s). Within twenty (5) days from the signing of
         this note, the Company shall deliver to the Holder original signed
         documents to accompany the faxed copies used to fmish the transaction.

4.       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.


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5.       Assignment. This Note is not assignable, negotiable, or transferable by
         the ho 1 der unless (i) a registration statement with respect to this
         Note is effective under the Securities Act of 1933, as amended, and any
         applicable state securities law requirements have been met, or (ii)
         exemptions from the registration requirements under the Securities Act
         of 1933, as amended, and the registration or qualification requirements
         of applicable state securities law are available.

6.       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.

7.       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.

8.       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.

9.       Governing Law. The terms of this Note shall be construed in accordance
         with the Jaws 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.

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10.      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).

11.      Collateral. The Company agrees to provide 2(DEGREE)D trust deed to
         accompany this promissory note to place a lien on the 7 acre property
         owned by Penge Corp and located in San Angelo, Texas.

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

                                                  PENGE CORPORATION


                                                  By: /s/ KC Holmes
                                                      --------------------------
                                                  Name: KC Holmes
                                                  Title: President

                                                  Date: June 15. 2006


                                                  Lender:


                                                  By: /s/ Philip Oleson
                                                      --------------------------
                                                  Name: Philip Oleson
                                                  Signature:____________________

                                                  Date; June 15, 2006