PROMISSORY NOTE

FOR VALUE RECEIVED, and at the times hereinafter specified, the undersigned (“Maker”) hereby promises to pay to the order of MICHAEL HOPKINS (hereinafter referred to, together with each subsequent holder hereof, as “Holder”), at such address as may be designated from time to time hereafter by any Holder, the principal sum of TWO THOUSAND NINE HUNDRED FIFTY TWO AND EIGHT/100THS DOLLARS ($2,952.08), or so much thereof as shall have been advanced to or for the benefit of Maker, together with interest on the principal balance outstanding from time to time, as hereinafter provided, in lawful money of the United States of America.

The term of this note shall commence as of the date hereof and, if not sooner paid, the entire unpaid principal indebtedness, all accrued and unpaid interest, and all other sums payable in connection with this note shall be due and payable on July 8, 2010 (the “Maturity Date”).  Notwithstanding the foregoing sentence, the maturity date of this note may be extended at the option of Maker for a period of one year following the Maturity Date provided Holder receives a renewal fee equal to 1.5% of the then outstanding principal balance due.  In no event shall the maturity date of this note be later than  July 8,  2010.

During the period commencing on the date hereof and continuing until this note is paid in full, (a) interest on the principal balance of this note shall accrue at the rate of 15% per annum and (b) interest payments shall be made every 90 days, beginning 90 days for the date hereof.  Interest shall be computed on the basis of a 360-day year, calculated for the actual number of days elapsed.

Whenever any payment to be made hereunder is due on a day other than a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest.  “Business Day” shall mean a day on which Holder’s offices are open for business in Denver, Colorado.

Maker may prepay this note in whole or in part.

All payments hereunder shall, at Holder’s option, be applied first to the payment of accrued interest at the rate specified below, if any, second, to accrued interest first specified above, and the balance applied in reduction of the principal amount.  If any payment is not paid when due hereunder, then the entire outstanding balance hereunder, including the interest

component of the delinquent payment, shall bear interest from the date such payment was due until such payment is paid at a rate equal to 24.00% per annum (the “Default Rate”).  In addition, upon the maturity date hereof, by acceleration or otherwise, the entire balance of principal, interest, and other sums due shall bear interest from such mat