Exhibit 10.7


 


PROMISSORY NOTE


 





	Principal 	Loan Date	Maturity	Loan No	Call / Call	Account	Officer	Initials
	$1,750,000.00	04-30-2014	 	XXXXXX	 	0000000525-01	ATINER	 
	References in the boxes above are for Lender'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:	
        Cross Environmental Services, Inc

P. O. Box 1299



        Crystal Springs, FL 33524
	Lender:	Florida Traditions Bank 

Zephyrhills Office

 37741 Elland Blvd

Zephyrhills, FL 33542 

(813) 788-0300



 









 






 


	Principal Amount: $1,750,000.00	Date of Note: April 30, 2014




 


PROMISE TO PAY. Cross
Environmental Services, Inc ("Borrower") promises to pay to Florida Traditions Bank ("Lender"), or order,
In lawful money of the United States of America, the principal amount of One Million Seven Hundred Fifty Thousand & 00/100
Dollars ($1,750,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance
of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.


 


PAYMENT. Borrower will
pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on April 30, 2015, In addition, Borrower will pay regular monthly payments
of all accrued unpaid interest due as of each payment date, beginning May 30, 2014, with all subsequent Interest payments to be
due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied
first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower
will pay Lender at Lender's address shown above or at 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 Independent index
which is the Wall Street Journal Prime Lending Rate as Published In the Wall Street Journal (the "Index"). The Index
is not necessarily the lowest rate charged by Lender on Its loans. If the Index becomes unavailable during the term of this loan,
Lender may designate a substitute index after notifying Borrower. 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 Index currently is 3.250% per annum. Interest on the unpaid principal balance of this Note will be
calculated as described In the "INTEREST CALCULATION METHOD" paragraph using a rate equal to the Index, rounded up to
the nearest 0.125 percent, resulting In an Initial rate of 3.250% per annum based on a year of 360 days. NOTICE: Under no circumstances
will the effective rate of Interest on this Note be more than (except for any higher default rate shown below) the lesser of 18.000%
per annum or the maximum rate allowed by applicable law.


 


INTEREST CALCULATION METHOD.
Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the 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.
All Interest payable under this Note is computed using this method.


 


PREPAYMENT.
Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in
full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender'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: Florida Traditions Bank, Main Office, 14033 8th Street Dade
City, FL 33525.


 


LATE
CHARGE If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment.


 


INTEREST AFTER DEFAULT.
Upon default, including failure to pay upon final maturity, the Interest rate on this Note shall be increased to 18.000% per
annum based on a year of 360 days. However, in no event will the Interest rate exceed the maximum Interest rate limitations under
applicable law.


 


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.
   






    	 



    	 



    

 


PROMISSORY
NOTE


(Continued)


 


	Loan No: XXXXXX	Page 2




 



 


Insolvency. The dissolution
or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any
part of Borrower'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, self-help, repossession or any other method, by any
creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any
of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a
good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender 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 sole 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, endorser, surety, or accommodation party of any of the Indebtedness
or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,
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 Lender 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, Lender may declare the entire unpaid
principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.


 





ATTORNEYS' FEES; EXPENSES.
Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender the amount
of these costs and expenses, which includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and
Lender's legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums provided by law.


 


JURY WAIVER. Lender
and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.


 


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 Florida without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Florida.


 


CHOICE OF VENUE. If there is
a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Pasco County, State of Florida.


 


DISHONORED ITEM FEE. Borrower will pay a fee to Lender
of $35.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later
dishonored.


 


RIGHT OF SETOFF. To the extent
permitted by applicable law, Lender 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 Keogh accounts, or any trust accounts for which setoff would be prohibited
by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness
against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect
Lender's charge and setoff rights provided in this paragraph.


 


COLLATERAL. Borrower acknowledges
this Note is secured by the following collateral described in the security instrument listed herein: accounts described in a Commercial
Security Agreement dated April 30, 2014.


 


LINE OF CREDIT. This Note evidences
a revolving line of credit. Advances under this Note may be requested either orally or in writing by Borrower or by an authorized
person. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Borrower agrees to be liable
for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's
accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note
or by Lender's internal records, including daily computer print-outs.


 


SUCCESSOR INTERESTS. The
terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,
and shall inure to the benefit of Lender and its successors and assigns.


 






    	 



    	 



    

 


PROMISSORY
NOTE


(Continued)



 





	Loan No: XXXXXX	Page 3





 



 


NOTIFY
US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate
information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific inaccuracy(ies)
should be sent to Lender at the following address: Florida Traditions Bank Main Office 14033 8th Street Dade City, FL 33525.




 


GENERAL
PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. 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 Lender does not agree or Intend to contract for, charge,
collect, take, reserve or receive (collectively referred to herein as "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 Florida (as 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
full, be refunded to Borrower. Lender may delay or forgo 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, and notice of dishonor. 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, fall to realize upon or perfect Lender's security interest in the collateral; and take
any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender
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 and several.


 



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


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
 


BORROWER:


 


CROSS
ENVIRONMENTAL SERVICES, INC


 


	By:	/s/ Clyde A. Biston	 
	 	Clyde A. Biston,	 
	 	President
    of Cross Environmental Services, Inc