EXHIBIT 10.16


		
         

        U.S. Small Business Administration

         

        Note



 


 


	SBA Loan#	GP 277-203-6006 GA
	SBA Loan Name	Safety Quick Light LLC
	Date Ma@2007	May 27, 2007
	Loan Amount 	$1,500,000.00 
	Interest Rate 	9.75%
	Borrower	Safety Quick Light LLC
	Operating Company	
         

         

	Lender	Signature Bank of Georgia


 


 


1. PROMISE TO PAY:


In return for the Loan, Borrower promises
to pay to the order of Lender the amount of


One Million Five Hundred Thousand and No/100
Dollars,


interest on the unpaid principal balance,
and all other amounts required by this Note.


 


2. DEFINITIONS:


"Collateral" means any property taken as
security for payment of this Note or any guarantee of this Note.


"Guarantor" means each person or entity that
signs a guarantee of payment of this Note.


"Loan" means the loan evidenced by this Note.


"Loan Documents" means the documents related
to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.


"SBA" means the Small Business Administration,
an Agency of the United States of America.


 




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3. PAYMENT TERMS:


Borrower must make all payments at the
place Lender designates. The payment terms for this Note are:


	
        The interest rate on this Note will fluctuate. The initial
        interest rate is 9.75% per year. This initial rate is the prime rate on the date SBA received the loan application, plus 1.50%.
        The interest rate must remain in effect until the first change period begins.

        Borrower must pay three (3) payments of interest only every
        month, beginning one (1) month from the date of this Note; payments must be made on the 29th calendar day in the months they are
        due.

        Borrower must pay principal and interest payments of $24,708.44
        every month, beginning four ( 4) months from the date of this Note; payments must be made on the 29th calendar day in the months
        they are due.

        Lender will apply each installment payment first to pay interest
        accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and will apply any
        remaining balance to reduce principal.

        The interest rate will be adjusted monthly (the "change
        period").

        The "Prime Rate" is the prime rate in effect on
        the first business day of the month in which an interest rate change occurs, as published in the Wall Street Journal on the next
        business day.

        The adjusted interest rate will be 1.50% above the Prime Rate.
        Lender will adjust the interest rate on the first calendar day of each change period. The change in interest rate is effective
        on that day whether or not Lender gives Borrower notice of the change. The initial interest rate must remain in effect until the
        first change period begins.

        Lender must adjust the payment amount at least annually as
        needed to amortize principal over the remaining term of the Note.

        If SBA purchases the guaranteed portion of the unpaid principal
        balance~ the interest rate becomes fixed at the rate in effect at the time of the earliest uncured payment default. If there is
        no uncured payment default, the rate becomes fixed at the rate in effect at the time of purchase.

        All remaining principal and accrued interest is due and payable
        seven (7) years from date of initial disbursement.

        Loan Prepayment: Notwithstanding any provision in this Note
        to the contrary: Borrower may prepay this Note. Borrower may prepay 20 percent or less of the unpaid principal balance at any time
        without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must: (a)
        Give Lender written notice; (b) Pay all accrued interest; and (C) If the prepayment is received less than 21 days from the date
        Lender receives the notice, pay an amount equal to 21 days' interest from the date lender receives the notice, less any interest
        accrued during the 21 days and paid under subparagraph (b) above.

        If the Borrower does not prepay within 30 days from the date
        Lender receives this notice, Borrower must give Lender a new notice.

        Late Charge: If a payment on this Note is more than ten (10)
        days late, Lender may charge Borrower a late fee of up to five percent (5%) of the unpaid portion of the regularly scheduled payment.

         

         








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		4.	DEFAULT:



			Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating
Company:



		A.	Fails to do anything required by this Note and other Loan Documents;
		B.	Defaults on any other loan with Lender;
		C.	Does not preserve, or account to Lender's satisfaction for, any of the Collateral or its proceeds;
		D.	Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;
		E.	Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;
		F.	Defaults on any Loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability
to pay this Note;
		G.	Fails to pay any taxes when due;
		H.	Becomes the subject of a proceeding under any bankruptcy or insolvency Jaw;
		I.	Has a receiver or liquidator appointed for any part of their business or property;
		J.	Makes an assignment for the benefit of creditors;
		K.	Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability
to pay this Note;
		L.	Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent;
or
		M.	Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this
Note.



 


		5.	LENDER'S RIGHTS IF THERE IS A DEFAULT:



			Without notice or demand and without giving up any of its rights, Lender may:



		A.	Require immediate payment of all amounts owing under this Note;
		B.	Collect all amounts owing from any Borrower or Guarantor;
		C.	File suit and obtain judgment;
		D.	Take possession of any Collateral; or
		E.	Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.



 


		6.	LENDER'S GENERAL POWERS:



			Without notice and without Borrower's consent, Lender may:



		A.	Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;
		B.	Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any
other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property
taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney's fees and costs. If Lender
incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;
		C.	Release anyone obligated to pay this Note;
		D.	Compromise, release, renew, extend or substitute any of the Collateral; and
		E.	Take any action necessary to protect the Collateral or collect amounts owing on this Note.



 


 




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		7.	WHEN FEDERAL LAW APPLIES:



			When SBA is the holder, this Note will be interpreted and enforced under federal law, including
SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing
liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty,
tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation,
defeat any claim of SBA, or preempt federal law.



 


		8.	SUCCESSORS AND ASSIGNS:



			Under this Note, Borrower and Operating Company include the successors of each, and Lender includes
its successors and assigns.



 


		9.	GENERAL PROVISIONS:



		A.	All individuals and entities signing this Note are jointly and severally liable.
		B.	Borrower waives all suretyship defenses.
		C.	Borrower must sign all documents necessary at any time to comply with the Loan Documents and
to enable Lender to acquire, perfect, or maintain Lender's liens on Collateral.
		D.	Lender may exercise any of its rights separately or together, as many times and in any order
it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
		E.	Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms
of this Note.
		F.	If any part of this Note is unenforceable, all other parts remain in effect.
		G.	To the extent allowed by law, Borrower waives all demands and notices in connection with this
Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that
Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not
obtain the fair market value of Collateral at a sale.



 


 




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10. STATE-SPECIFIC PROVISIONS:


	
        NONE.

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         



 



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		11.	BORROWER'S NAME(S) AND SIGNATURE(S):



By signing below, each individual or entity
becomes obligated under this Note as Borrower.


 


	
         

        IN WITNESS WHEREOF, the undersigned has
        executed this Note under seal as of the date

        first above written.

         

         

        SAFETY QUICK LIGHT LLC

         

        By: /s/ Rani Kohen

         

        Title: Sole Member

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         



 



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