EXHIBIT
10.19

    


    THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE
STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENT.  THE LENDER SHOULD BE AWARE THAT HE MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.  THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE
STATE SECURITIES LAWS.

    


    PROMISSORY
NOTE – LINE OF CREDIT

    
      

    

     

    This
Promissory Note Payable on Demand (the "Note") is made and effective the 3rd of
November, 2010.

    


    
      	
              BETWEEN:

            	
              Steven C. Quay, MD, PhD
      (the "Lender"), an individual with his main address located
      at:

            


    

    


    4105 E Madison St, Suite
320

    Seattle, WA 98112

    


    
      	
              AND:

            	
              Atossa Genetics, Inc.
      (the "Borrower"), a corporation organized and existing under the
      laws of the State of Delaware, with its principal office located
      at:

            


    

    


    Seattle Life Sciences
Building

    1124 Columbia Street, Suite
621

    Seattle, WA 98104

    


    RECITALS

    


    FOR VALUE
RECEIVED, Borrower
promises to pay to the order of Lender, the principal sum of up to $500,000, or
so much thereof as may be disbursed to, or for the benefit of the Borrower by
Lender as set forth below. It is the intent of the Borrower and Lender hereunder
to create a line of credit agreement between Borrower and Lender whereby
Borrower may borrow up to $500,000 hereunder from Lender.  To the
extent that Borrower wishes to draw down a portion of the Note, Borrower shall
provide the Lender with at least 10 days prior written notice (the “Notice
Period”).  At the end of the Notice Period, the Lender shall deliver
to the Borrower the additional principal amount, provided that the aggregate
amounts borrowed hereunder shall not exceed $500,000.

    


    
      	
              1.

            	
              INTEREST
      & PRINCIPAL

            


    

    


    The
unpaid principal of this line of credit shall bear simple interest at the rate
of 10% per annum. Interest shall be calculated based on the principal balance as
may be adjusted from time to time to reflect additional advances made hereunder.
Interest on the unpaid balance of this Note shall accrue monthly but shall not
be due and payable until such time as when the principal balance of this Note
becomes due and payable. The principal balance of this Note shall be due and
payable on December 31, 2011.  There shall be no penalty for early
repayment of all or any part of the principal.

     


    
      	
              2.

            	
              SECURITY

            


    

    


    This Note
shall be unsecured.

     

      
        

      

    

    
      	
              Promissory
      Note Line of Credit

            	
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              3.

            	
              DEFAULT

            


    

    


    The
Borrower shall be in default of this Note on the occurrence of any of the
following events: (i) the Borrower shall fail to meet its obligation to make the
required principal or interest payments hereunder; (ii) the Borrower shall be
dissolved or liquidated; (iii) the Borrower shall make an assignment for the
benefit of creditors or shall be unable to, or shall admit in writing their
inability to pay their debts as they become due; (iv) the Borrower shall
commence any case, proceeding, or other action under any existing or future law
of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief
of debtors, or any such action shall be commenced against the undersigned; (v)
the Borrower shall suffer a receiver to be appointed for it or for any of its
property or shall suffer a garnishment, attachment, levy or
execution.

    


    
      	
              4.

            	
              REMEDIES

            


    

    


    Upon
default of this Note, Lender may declare the entire amount due and owing
hereunder to be immediately due and payable. Lender may also use all remedies in
law and in equity to enforce and collect the amount owed under this Note.
Borrower hereby waives demand, presentment, notice of dishonor, diligence in
collecting, grace and notice of protest.

    


    
      	
              5.

            	
              GOVERNING
      LAW

            


    

     

    This Note
shall be governed by and construed in accordance with the internal laws of the
State of Washington, without reference to principles of conflict of laws or
choice of laws.

     

    IN
WITNESS WHEREOF, the undersigned has caused this Promissory Note to be duly
executed as of the date first written above.

    


    
      	
              LENDER

            	 
      	
              BORROWER

            
	 
      	 
      	 
      
	
              /s/ Steven C. Quay

            	 
      	
              /s/  Steven C.
    Quay

            
	
              Authorized
      Signature

            	 
      	
              Authorized
      Signature

            
	 
      	 
      	 
      
	
              Steven C. Quay, MD, PhD

            	 
      	
              Steven C. Quay, MD, PhD,
  CEO

            
	
              Print
      Name and Title

            	 
      	
              Print
      Name and Title

            


    

     

    
      
        

      

    

    
      	
              Promissory
      Note Line of Credit

            	
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