Loan Agreement with Frost Bank for $241,932.71 due March 4, 2011

Exhibit 10.19

Loan Agreement with Frost Bank for $241,932.71 due March 4, 2011

Principal $241,932.71 Loan Date 03-04-2008 Maturity 03-04-2011 Loan No. 9002 Call/Coll   Account 0000000 Officer 792 Intitials

References in the boxes above are for Xxxxxx’s use only and do not limit the applicability of this document to any particular loan or item.

Any Item above containing “***” has been omitted due to text length limitations.

Borrower: LABWIRE, INC, (TIN: 00-0000000) 00000 XXXXXXXX XXX 0 XXXXXXX, XX 00000 Lender: THE FROST NATIONAL BANK BELLAIRE FINANCIAL CENTER P.O. BOX 1600 SAN ANTONIO, TX 78298  

Principal Amount: $241,932.71 Date of Note: March 4, 2008 PROMISE TO PAY. LABWIRE, INC. (“Borrower”) promises to pay to THE FROST NATIONAL BANK (“Lender”), or order in lawful money of the United States of America the principal amount of Two Hundred Forty-One Thousand Nine Hundred Thirty-two & 71/100 Dollars $241,932.71 together with interest on the unpaid principal balance from March 4, 2008, until maturity.

PAYMENT, Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 36 payments of $7,482.43 each payment. Xxxxxxxx’s first payment is due April 4. 2008, and all subsequent payments are due on the same day of each month after that. Xxxxxxxx’s final payment will be due on March 4, 2011 and will be for all principal and all accrued Interest not yet paid. Payments Include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs: then to any accrued unpaid Interest: then to principal and then to any late charges. The annual interest rate for this Note is computed on a 365/360 basis; that is by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding unless such calculation would result in a usurious rate in which case Interest shall be calculated on a per diem basis of a year of 365 or 366 days as the case may be. Borrower will pay Lender at Xxxxxx’s address shown above or lit such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note Is subject to change from time to time based on changes in an index which is Xxxxxx’s Prime Rate (the “Index”), This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower’s request, the interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied prior to maturity to the unpaid principal balance during this Note will be at a rate of 1.000 percentage point over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. For purposes of this Note, the “maximum rate allowed by applicable law· means the greater of (A) the maximum rate of interest permitted under federal or other law applicable to the indebtedness evidenced by this Note, or (B) the “Weekly Ceiling” as referred to In Sections 303.002 and 303.003 of the Texas Finance Code. Whenever Increases occur in the interest rate, Lender at its option, may do one or more of the following: (A) increase Borrower’s payments to ensure Borrower’s loan will payoff by its original final maturity date, (B) Increase Borrower’s payments to cover accruing interest, (C) increase the number of Borrower’s payments and (D) continue Borrower’s payments at the same amount and increase Borrower’s final payment.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Prepayment In full shall consist of payment of the remaining unpaid principal balance together with all accrued and unpaid interest and ell other amounts, costs and expenses for which Borrower is responsible under this Note or any other agreement with Lender pertaining to this loan, and in no event will Borrower ever be required to pay any unearned interest. Early payments will not, unless agreed to by Xxxxxx in writing, relieve Xxxxxxxx of Xxxxxxxx’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Xxxxxxxx’s making fewer payments. Xxxxxxxx agrees not to send Lender payments marked “paid in full” “without recourse”, or similar language. If Borrower sends such a payment, Xxxxxx may accept it without losing any of Xxxxxx’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: THE FROST NATIONAL BANK, P.O. BOX 1600 SAN ANTONIO, TX 78296.

LATE CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $250.00, whichever is less.

POST MATURITY RATE. The Post Maturity Rate on this Note is the lesser of (A) the maximum rate allowed by law or (B) 18.000% per annum. Borrower will pay interest on all sums due after final maturity whether by acceleration or otherwise, at that rate.

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

Insolvency. The dissolution or termination of Xxxxxxxx’s existence as a going business the Insolvency of Borrower, the appointment at a

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receiver for any party of Xxxxxxxx’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

Creditor or Forfeiture Proceedings.  Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, sell-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against all collateral securing the loan. This includes a garnishment of Any of Xxxxxxxx’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply If there is a good faith dispute by Xxxxxxxx as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Xxxxxx written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, In an amount determined by Lender, in its sale discretion as being an adequate reserve or bond for the dispute.

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent or revokes or disputes the validity 01. or liability under, any guaranty of the indebtedness evidenced by this Note.

Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower’s financial condition. or Xxxxxx believes the prospect of payment or performance of this Note is impaired.

Insecurity. Lender In good faith believes itself Insecure.

LENDER’S RIGHTS. Upon default, Xxxxxx may declare the entire indebtedness.  Including the unpaid principal balance under this Note, all accrued unpaid interest, and all other amounts. costs and expenses for which Borrower is responsible under this Note or any other agreement with Lender pertaining to this loan, immediately due, without notice, end then Borrower will pay that amount.

ATTORNEYS’ FEES, EXPENSES. Xxxxxx may hire an attorney to help collect this Note if Borrower does not pay and Borrower will pay Xxxxxx’s reasonable Attorneys’ fees. Borrower also will pay Lender all other amounts Lender actually incurs as court costs, lawful fees for tiling, recording, releasing to any public office any instrument securing this Note; the reasonable cost actually expended for repossessing, storing, preparing for sale, and selling any security; and fees for noting a lien on or transferring a certificate of title to any motor vehicle offered as security for this Note, or premiums or Identifiable charges received In connect/on with the sale of authorized insurance.

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and to the extent not preempted by federal law, the laws of the State of Texas without regard to its conflicts of Law provisions. This Note has been accepted by Xxxxxx in the State of Texas.

CHOICE OF VENUE. It there is a lawsuit, and if the transaction evidenced by this Note occurred in BEXAR County, Xxxxxxxx agrees upon Xxxxxx’s request to submit to the jurisdiction of the courts of BEXAR County, State of Texas.

RIGHT OF SETOFF. To the extent permit led by applicable law, Xxxxxx reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings. or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorized Lender, to the extent permitted by applicable law to charge or setoff all sums owing on the Indebtedness against any and all such accounts.

DISHONORED CHECK CHARGE. In the event a check offered in full or partial payment on this loan is returned unpaid. Xxxxxx may charge a fee for the purpose of defraying the expense incident to handling such returned check and Xxxxxxxx agrees to pay such fee. The fee shall not exceed the maximum amount permitted under applicable low.

FINANCIAL INFORMATION. Xxxxxxxx agrees to promptly furnish and cause any other person who signs, guarantees or endorses this Note or any other document executed in connection with this Note, to furnish such financial Information and statements, including financial statements in a format acceptable to Lender. lists of assets and liabilities, agings of receivables and payables, inventory schedules, budgets, forecasts, tax returns, and other reports with respect to Xxxxxxxx’s or such person’s financial condition and business operations as Xxxxxx may request from time to time. This provision shall not alter the obligation to deliver to lender any other financial statements or reports pursuant to the terms of any other loan documents executed in connection with this Note,

INSURANCE. Xxxxxxxx agrees to maintain insurance of such types. Including public liability Insurance, and in such amounts as are satisfactory to Lender and to furnish Lender upon request with a detailed list, in form and substance satisfactory to Lender, of all insurance then in effect.

FACSIMILE DOCUMENTS AND SIGNATURES. For purposes of negotiating and finalizing this document, if this document is transmitted by facsimile machine (“fax”), it shall be treated for all purposes as an original document. Additionally, the signature of any party on this document transmitted by way of a fax machine shall be considered for all purposes as an original signature. Any such faxed document shall be considered to have the same binding legal effect as an original document. Upon request of Xxxxxx any faxed document shall be re-executed by each signatory party In an original form.

WAIVER OF RIGHT TO TRIAL BY JURY. THE UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT TO ENFORCE THIS AGREEMENT, TO COLLECT DAMAGES FOR THE BREACH OF THIS AGREEMENT. OR WHICH IN ANY OTHER WAY ARISE OUT OF, ARE CONNECTED TO OR ARE RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT. ANY SUCH ACTION SHALL BE TRIED BY THE JUDGE WITHOUT A JURY,

PAYMENT ADJUSTMENT LANGUAGE. The monthly payments of principal and interest on this Note have been calculated on the basis 01 an amortization of the principal balance hereof over a period of three (3) years from the date hereof at an Interest rate of 7.00% per annum. It is intended by Xxxxxx and Borrower that the monthly payments hereon shall always be sufficient to pay all accrued interest and some principal on this Note, Because of possible Index changes from time to time which may cause an Increase or decrease in the interest rate on this Note, Lender Is given the option, in its sale discretion, and notwithstanding the last sentence 01 the paragraph entitled “VARIABLE INTEREST RATE” set forth above, to adjust the monthly payment amount every year during the term hereof, beginning one (1) year from the date hereof. The payment amount may be adjusted by Lender to en amount satisfactory, in Xxxxxx’s sale discretion, to pay (i) all accrued, unpaid interest hereof; (ii) the principal reduction required by Lender during the one 11 year period following a payment adjustment and (iii) all interest anticipated to accrue on the Note during the one (1) year period following a payment adjustment. Lender may choose not to change the payments on this Note in any year throughout the term hereof.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Xxxxxxxx and upon Xxxxxxxx’s heirs, personal representatives successors and assigns, and shall insure to the benefit of Xxxxxx and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or intend to pay and Xxxxxx does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as

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·charge or collect”‘, any amount in the nature of interest or in the nature of a fee for this loan, which would In any way or event (Including demand, prepayment, or acceleration cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Texas (if applicable). Any such excess interest or unauthorized fee shall, Instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in lull, be refunded to Borrower. The right to accelerate maturity of sums due under this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to charge or collect any unearned Interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the lull term of the loan evidenced by this Note until payment in full so that the rate or amount of interest on account of the lone evidenced hereby does not exceed the applicable usury ceiling. Lender may delay or largo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, notice of dishonor, notice of intent to accelerate the maturity of this Note, and notice of acceleration of the maturity of this Note. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Xxxxxx’s security interest in the collateral without the consent of or notice to anyone. All such parties also agree that Xxxxxx may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint end several.

PRIOR TO SIGNING THIS NOTE, XXXXXXXX READ AND UNDERSTOOD All THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. XXXXXXXX AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OFA COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

LABWIRE, INC.

By:           //s// Xxxxxx X Xxxxxx            

Xxxxxx X. Xxxxxx, President of LABWIRE, INC.