SPEAKING ROSES INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>speakingroses8kexhibit1012.txt
<TEXT>
                                  Exhibit 10.12

                                 Promissory Note


$300,000.00                                              Date:  January 10, 2006
                                                            Salt Lake City, Utah


On or before one year after the date written above ("Effective Date"), SPEAKING
ROSES INTERNATIONAL, INC. ("Maker") promises to pay to the order of Roland
Walker ("Holder") at such place designated by Holder of this Note, the sum of
THREE HUNDRED THOUSAND DOLLARS ($300,000.00) with a simple interest rate of 8%
per annum from the date written above, interest to be paid at maturity. Any part
hereof may be paid at any time on or before the maturity date. If this Note is
placed in the hands of an attorney for collection, Maker promises and agrees to
pay Holder's reasonable attorney fees and collection costs, even though no suit
or action is filed thereon. If a suit or action is filed, the amount of such
reasonable attorney's fees shall be fixed by the court or courts in which the
suit or action, including any appeal therein, is tried, heard, or decided.




/s/John Winterholler
--------------------
SPEAKING ROSES INTERNATIONAL, INC.
By:      John W. Winterholler
         Chief Executive Officer

</TEXT>
</DOCUMENT>
