Exhibit 10.12 LOAN AGREEMENT This Loan Agreement, dated this 24th day of November, 2003, is between NightHawk Systems, Inc., a Nevada Corporation, with its address at 8200 East Pacific Place, Denver Colorado, (the "Borrower") and H. Douglas Saathoff of 25106 Callaway, San Antonio, Texas 78258 (the "Lender"). In consideration of the premises, representations and warranties contained herein, and for other good and valuable consideration, the Borrower and Lender agree as follows: 1. LOAN TERMS Borrower hereby promises to pay to the order of Lender the principal sum of EIGHT THOUSAND ONE HUNDRED AND NO/100 DOLLARS ($8,100.00) at San Antonio, Texas, or such other place as the holder hereof may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, together with interest on the unpaid principal balance hereof at the rate provided herein from the date of this Note until payment in full of the indebtedness evidenced by this Note. This Note shall be due and payable in one lump sum on or before DECEMBER 5, 2003 ("Maturity Date"). 2. INTEREST AMOUNT The Interest for the Loan Amount shall be five percent (5%) annual interest rate unless the principal is paid in full by December 5, 2003. If the principal amount of the Note is paid in full by December 5, 2003 no interest shall be charged to Borrower. 3. AGREEMENT TO REPAY Borrower agrees to repay the Lender his Loan Amount and Interest upon receipt of the payments for the invoices identified in Paragraph 4, below, but no later than December 5, 2003. 4. SECURITY INTEREST In order to secure the payment and performance of all the obligations of Borrower to Lender, Borrower hereby grants to Lender a security interest in and lien upon all of Borrower's right title and interest in the following Accounts Receivable: Duquesne Light Company Invoice # 1535258, in the amount of: $10,000.00. 5. TERM This Agreement shall become effective on the date hereof and shall continue in full force and effect for a period of two (2) months from the date hereof and will be automatically renewed for a like period unless previously terminated by Borrower's payment to Lender of the Loan Amount and Interest. AGREED TO BY: /s/ Max Polinsky - ------------------ Max Polinsky Chairman of the Board of Directors, NightHawk Systems, Inc.