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
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Max  Polinsky
Chairman  of  the  Board  of  Directors,  NightHawk  Systems,  Inc.