This circuit is the basic setup of a 74HC4040 binary counter it is driving 12 LED's. to build this first connect Vcc (pin 16) to the +5v rail and Grd (pin 8) to the 0v rail of your project board. You will also need a square clock pulse that is supplied by a 555 circuit you can find this on my other page here. this is a 12-bit counter and will count up to 4095 before returning to 0 if connected to the 1Hz clock pulse that will take just over 1 hour to overclock. To reset this to 0 you can press the switch on pin 11(Master Reset) and this will force all the outputs to 0 instantly.