SUBORDINATED TERM NOTE

Exhibit 10.37

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

SUBORDINATED TERM NOTE

FOR VALUE RECEIVED, CAPTERRA FINANCIAL GROUP, INC., a Colorado corporation (the “ Company ”), hereby promises to pay to the order of BOCO INVESTMENTS, LLC, a Colorado limited liability company, or registered assigns (the “ Holder ”) the sum of Five Hundred Thousand Dollars ($500,000) (the “ Principal ”), or so much thereof as shall have been advanced to or for the benefit of Company, together with interest on the principal balance outstanding from time to time, on the terms and conditions set forth herein, at the close of business on August 24, 2009.The Company, in its sole discretion, may extend the term of this Note until the close of business on February 25, 2010(the “ Maturity Date ”); provided, however, that the Company shall have first paid the Holder for the extension by granting Holder a warrant to purchase One Hundred Twenty-Five Thousand Dollars ($125,000) of Company common shares at the closing bid price on August 24, 2009.

As additional consideration for this Note, the Company has contemporaneously granted Holder a warrant to purchase 1,000,000 common shares at a purchase price of $0.25 per share until February 25, 2012.

Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in the Securities Purchase Agreement dated September 28, 2006 and any amendments thereto (collectively, the “ Purchase Agreement ”).

All payments due under this Senior Subordinated Note (the “ Note ”) shall be made in lawful money of the United States of America.

1. Interest; Payments

(a)  Interest Rate . Subject to Section 1(b) and 1(c), this Note shall bear interest on the unpaid Principal balance hereof at the rate (the “ Interest Rate ”) per annum of twelve percent (12%).

(b)  Default Interest . If an Event of Default has occurred and is continuing, interest shall accrue on the unpaid Principal balance of this Note at a rate (the “ Default Interest Rate ”) equal twenty-four percent (24%) per annum.

(c)  Applicable Law . Notwithstanding any provision of this Note, the Purchase Agreement or any other agreement to the contrary, the Company shall not be required to pay, and the Holder shall not be permitted to receive, any compensation that constitutes interest under Applicable Law in excess of the maximum amount of interest permitted by Applicable Law.

(d)  Interest . Interest shall commence accruing on the date hereof, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall be due at the end of the term of this Note or upon the partial or complete payoff of this Note, whichever is earlier.

(e)  Payments . During the term of this Note, any and all proceeds from the sale, exchange, other transfer, financing or refinancing of all or any portion of the Company’s interest in any land, properties or other assets, net of costs of sale and required payments then due on Senior Debt will applied to the repayment of this Note in accordance with the terms hereof. All payments shall be made at such address as the Holder shall hereafter give to the Company by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. The Principal amount of this Note, together with any unpaid interest thereon, shall be due and payable on the Maturity Date.

(f)  Prepayment . The unpaid Principal balance of this Note, together with all accrued and unpaid interest, may at the Company’s option be prepaid in whole or in part, at any time or from time to time. Any prepayments hereunder shall be applied first, to all interest accrued but unpaid at such prepayment date and second, to outstanding Principal amounts.

(g)  Advances of Principal . Prior to any advances of Principal under this Note, the Company shall submit a summary, in a form that is acceptable to the Holder, describing the reason for the advance on this Note as well as the underlying economics if the advance is for the purposes of a new real estate project. The Holder reserves the right to approve each advance of Principal under this Note; provided, however, that such approval shall not be unreasonably withheld.

2. Subordination. The payment of principal and interest on this Note is hereby subordinated to the Senior Debt and Holder will not ask, demand, sue for, take or receive from the Company, by setoff or in any other manner, the whole or any part any amount payable with respect to this Note (whether such amounts represent principal or interest, or obligations which are due or not due, direct or indirect, absolute or contingent), including, without limitation, the taking of any negotiable instruments evidencing such debt, nor any security for any of the Note, unless and until all Senior Debt, whether now existing or hereafter arising, shall have been fully and indefeasibly paid in full in cash and satisfied and all financing arrangements between the Company and all holders of the Senior Debt have been terminated; provided , however , that Holder may receive from the Company scheduled payments of principal and interest with respect to this Note on an unaccelerated basis so long as no Senior Default has occurred and is continuing or would result therefrom. If a Senior Default has occurred and is continuing or would result from any scheduled payment of principal or interest by the Company with respect to this Note, then, until the Senior Default which has occurred or which would result from such payment has been cured, no payment of principal or interest shall be deemed due or otherwise payable under this Note.

3. Events of Default . Each of the following events shall be deemed an “ Event of Default ”:

(a) The Company fails to pay the Principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration