Promissory Note Between GPEH Corp. and MIG LLC Dated April 15, 2003

Summary

GPEH Corp., a Delaware corporation, agrees to repay MIG LLC, a North Carolina limited liability company, $900,000 plus 12% annual interest in equal monthly payments over two years, starting February 20, 2004. The note allows for early repayment without penalty and restricts dividend payments unless half is applied to the note. The note is secured, ranks equally with other notes issued the same day, but is subordinated to certain other debts. It is governed by North Carolina law and may only be assigned to related business entities of the Payee.

EX-10.16 22 gpeh8kex1016042303.txt PROMISSORY NOTE DATED APRIL 15, 2003 PROMISSORY NOTE $900,000 As of April 15, 2003 Wilmington, North Carolina For Value Received GPEH Corp., a Delaware corporation and its successor corporate entities (the "Maker"), hereby promises to pay to MIG LLC, a North Carolina limited liability company or permitted assigns as defined herein (the "Payee") at 209 Wexford Place, Burlington, North Carolina 27215, Attn: Mrs. Gira Choksi, or such other location as the Payee may in writing designate, the principal sum of Nine Hundred Thousand Dollars ($900,000). The Maker hereby promises to pay said sum plus interest at the rate of twelve percent (12%) per annum in equal monthly installments of principal and interest over a period of two (2) years with the first payment due February 20, 2004, or as otherwise mutually agreed in writing by the Maker and Payee hereof. Until paid in full, no dividends shall be paid by the Maker unless an amount equal to fifty percent (50%) of any dividends proposed for payment shall be first applied hereunder as a Note repayment. Upon the occurrence and continuation of default in the payment of any amount when due, the Payee may declare the principal hereof and accrued interest thereon to be forthwith due and payable upon demand. The Maker may prepay at anytime without penalty all or any part of the principal amount outstanding hereunder. Any prepayment shall first be applied to accrued interest and then to principal. This Note may not be transferred or assigned by Payee, except to permitted assigns, defined herein as limited liability companies or other business entities that, at the time of transfer or assignment, are directly or indirectly wholly-owned by or related business entities to Payee. The Maker hereof hereby waive presentment, demand, notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note. This Note shall constitute a secured obligation of the Maker and shall rank equal in right of payment with other notes issued by the Maker on April 15, 2003 but shall be subordinated to any debenture or other form of debit instrument issued to raise money for the payment due on the purchase of the Kenansville plant. [Remainder of Page Intentionally Left Blank] This Note is governed by and is to be construed under the internal laws of the State of North Carolina, and the Payee or any assignee of the Payee shall have the right to commence any action or proceeding to enforce this Note in the North Carolina courts of general jurisdiction of the State of North Carolina or the North Carolina Federal District Court. The Maker agrees to and hereby submits to the jurisdiction of any court so selected. * * * In Witness Whereof, Maker has executed, delivered and sealed this Note as of the date set forth above. MAKER: GPEH CORP. By: /s/ Wayne Coverdale ------------------------ Wayne Coverdale President ACCEPTED: - --------- MIG LLC By: /s/ Gira Choksi ------------------ Gira Choksi Managing Member