Exhibit 10.14

SBA Loan #

PLP 3 09-109-4009

SBA Loan Name

Crystal Magic, Inc.

Approval Date

7/29/99

A.

THE GUARANTEE FEE IS $11,612.50. Lender must pay the guarantee fee within 90 days of the date of this Authorization. The 90-day deadline may not be extended. Lender must send the guarantee fee to the Small Business Administration, Denver, CO 80259-0001. The remittance check should show the Loan number. No part of the guarantee fee is refundable if Lender has made any disbursement. Lender may collect this fee from Borrower after initial disbursement of Loan. Borrower may use Loan proceeds to reimburse Lender for the guarantee fee.

B.

ONGOING SERVICING FEE - Lender agrees to pay an ongoing fee equal to one-half of one percent per year of the guaranteed portion of the outstanding balance. Lender may not charge this fee to Borrower.

C.

 

1.

Close the Loan in accordance with the terms and conditions of this Authorization.

 

2.

Obtain valid and enforceable Loan documents, including obtaining the signature or written consent of any obligor’s spouse if such consent or signature is necessary to bind the marital community or create a valid lien on marital property.

3.

Retain all Loan closing documents. Lender must submit these documents, along with other required documents, to SBA for review if Lender requests SBA to honor its guarantee on the Loan, or at any time SBA requests the documents for review.

 

1.

Lender may use its own forms except as otherwise instructed in this Authorization. Lender must use the following SBA forms for the Loan:

 

2.

Lender may use computer-generated versions of mandatory SBA Forms, as long as these versions are exact reproductions.

 

3.

Lenders must submit completed SBA Forms 159 and 2004 for non-PLP loans to the SBA immediately after final disbursement.

E.

CONTINGENCIES - SBA issues this Authorization in reliance on representations in the Loan application, including supporting documents. The guarantee is contingent upon Lender:

 

1.

Having and complying with a valid SBA Loan Guarantee Agreement (SBA Form 750 or SBA Form 750B for short-term loans) and any required supplemental guarantee agreements, between Lender and SBA;

 

2.

Complying with the current SBA Standard Operating Procedures (SOP);

 

3.

Making initial disbursement of the Loan no later than 6 months, and completing disbursement no later than 12 months, from the date of this Authorization, unless SBA extends the time in writing;

 

4.

Having no evidence since the date of the Loan application, or any preceding disbursement, of any unremedied adverse change in the financial condition, organization, operations, or fixed assets of Borrower which would warrant withholding or not making any further disbursement, and;

 

5.

Satisfying all of the conditions in this Authorization.

 

2.

Repayment Terms: Lender must insert onto SBA Note, Form 147, to be executed by Borrower, the following repayment terms, without modification. Lender must complete all blank terms on the Note at time of closing:

 

1.

First Perfected Security Interest, subject to no other liens, in the following personal property (including any proceeds and products), whether now owned or later acquired, wherever located: Equipment; Inventory; Accounts; Instruments; General Intangibles;

 

a.

Lender must obtain a written agreement from all Lessors (including sublessors) agreeing to: (I) Subordinate to Lender Lessor’s interest, if any, in this property; (2) Provide Lender written notice of default and reasonable opportunity to cure the default; and (3) Allow Lender the right to take possession and dispose of or remove the collateral.

 

b.

Lender must obtain a list of all equipment and fixtures that are collateral for the Loan. For items with a unit value of $500 or more, the list must include a description and serial number, if applicable.

 

c.

Lender must obtain an appropriate Uniform Commercial Code lien search evidencing all required lien positions. If UCC search is not available, another type of lien search may be substituted.

 

a.

Second Mortgage on land and improvements located at 2120 Hidden Pine La., Apopka, Fl. 32712. This property is residential.

 

(2)

Any prior lien(s) that is (are) open ended as to future advances must be closed, in writing, according to applicable state law. The revolving line(s) of credit set out above, if any, must be limited in writing to the amount stated.

 

(3)

Evidence of title and priority of lien must be based upon:

 

a.

Pledge of Corporate Stock: Pledge to Lender by Steven M. Rhodes (shareholder) of 10,000 shares of stock (but not voting rights) in Crystal Magic, Inc..

4.

Limited Guarantee on SBA Form 148 (use 14SL if available), by Vicki L. Rhodes, resident in Florida.

 

a.

Second Mortgage on laud and improvements located at 2120 Hidden Pine La., Apopka, FL. 32712. This property is residential.

(a)

First: Bank of America in the amount of $119,400.00

 

(2)

Any prior lien(s) that is (are) open ended as to future advances must be closed, in writing, according to applicable state law. The revolving line(s) of credit set out above, if any, must be limited in writing to the amount stated.

 

(3)

Evidence of title and priority of lien must be based upon:

 

(a)

Title and/or Lien Search or other evidence of proper ownership and lien position.

 

 

 

a.

Flood Insurance, If FEMA Form 81-93 reveals that any portion of the collateral is located in a special flood hazard zone, Lender must require Borrower to obtain Federal flood insurance, or other appropriate special hazard insurance, in amounts equal, to the lesser of the insurable value of the property or the maximum limit of coverage available. (Borrower will be ineligible for any future SBA disaster assistance or business loan assistance if Borrower does not maintain any required flood insurance for the entire term of the Loan.)

 

b.

Real Estate Hazard Insurance coverage on all real estate that is collateral for the Loan in the amount of the full replacement cost. If full replacement cost insurance is not available, coverage should be for maximum insurable value. This policy must contain a MORTGAGEE CLAUSE (or substantial equivalent) in favor of Lender. This clause must provide that any act or neglect of the mortgagor or owner of the insured property will not invalidate the interest of Lender. The policy or endorsements must provide for at least 10 days prior written notice to Lender of policy cancellation.

 

c.

Personal Property Hazard Insurance coverage on all equipment, fixtures or inventory that is collateral for the Loan, in the amount of full replacement costs. If full replacement cost insurance is not available, coverage should be for maximum insurable value. This policy must contain a LENDER’S LOSS PAYABLE CLAUSE in favor of Lender. This clause must provide that any act or neglect of the debtor or owner of the insured property will not invalidate the interest of Lender. The policy or endorsements must provide for at least 10 days prior written notice to Lender of policy cancellation.

 

d.

Life Insurance, satisfactory to Lender

 

e.

Liability Insurance in an amount and with an insurance company satisfactory to Lender.

 

f.

Workers’ Compensation Insurance in an amount meeting state law requirements and with an insurance company satisfactory to Lender.

 

a.

Prior to closing, Lender must obtain from Borrower, Guarantor and Operating Company a current copy of each of the following as appropriate:

 

(1)

Corporate Documents - Articles or Certificate of Incorporation (with amendments), any By-laws, Certificate of Good Standing (or equivalent), Corporate Borrowing Resolution, and, if a foreign corporation, current authority to do business within this state.

 

(2)

Limited Liability Company (LLC) Documents - Articles of Organization (with amendments), Fact Statement or Certificate of Existence, Operating Agreement, Borrowing Resolution, and evidence of registration with the appropriate authority.

 

(3)

General Partnership Documents - Partnership Agreement, Certificate as to Partners, and Certificate of Partnership or Good Standing (or equivalent), as applicable.

 

(4)

Limited Partnership Documents - Partnership Agreement, Certificate as to Partners, and Certificate of Partnership or Good Standing (or equivalent), as applicable. Certificate of Limited Partnership, and evidence of registration with the appropriate authority.

 

(5)

Limited Liability Partnership (LLP) Documents - Partnership Agreement, Certificate as to Partners, Certificate of Partnership or Good Standing (or equivalent) as applicable, and evidence of registration with the appropriate authority.

 

(6)

Trustee Certification - A Certificate from the trustee warranting that:

 

(a)

The trust will not be revoked or substantially amended for the term of the Loan without the consent of SBA;

 

(b)

The trustee has authority to act;

 

(c)

The trust has the authority to borrow funds, guarantee loans, and pledge trust assets;

 

(d)

If the trust is an Eligible Passive Company, the trustee has authority to lease the property to the Operating Company;

 

(e)

There is nothing in the trust agreement that would prevent Lender from realizing on any security interest in trust assets;

 

(f)

The trust agreement has specific language confirming the above; and

 

(g)

The trustee has provided and will continue to provide SBA with a true and complete list of all trustors and donors.

 

a.

Verification of Financial Information - Evidence that the financial information submitted to support the loan application is accurate using procedures required by SBA. Borrower must resolve any questions on accuracy to the satisfaction of Lender and SBA before Lender disburses Loan proceeds.

 

b.

Authority to Conduct Business - Evidence that the Borrower has an Employer Identification Number and all insurance, licenses, permits and other approvals necessary to lawfully operate the business.

 

c.

Flood Hazard Determination - A completed Standard Flood Hazard Determination (FEMAFormSI-93).

 

a.

Lender must require Borrower to certify that:

 

(1)

Receipt of Authorization - Borrower has received a copy of this Authorization and SBA Form 793, Notice to New SBA Borrower, from Lender; and acknowledges that:

 

(a)

The Authorization is not a commitment by Lender to make a loan to Borrower;

 

(b)

The Authorization is between Lender and SBA and creates no third party rights or benefits to Borrower;

 

(c)

The Note will require Borrower to give Lender prior notice of intent to prepay.

 

(d)

If Borrower defaults on Loan, SBA may be required to pay Lender under the SBA guarantee. SBA may then seek recovery of these funds from Borrower. Under SBA regulations, 13 CFR Part 101, Borrower may not claim or assert against SBA any immunities or defenses available under local law to defeat, modify or otherwise limit Borrower’s obligation to repay to SBA any funds advanced by Lender to Borrower.

 

(e)

Payments by SBA to Lender under SBA’s guarantee will not apply to the Loan account of Borrower, or diminish the indebtedness of Borrower under the Note or the obligations of any personal guarantor of the Note,

 

(2)

Child Support - No principal who owns at least 50% of the ownership or voting interest of the company is delinquent more than 60 days under the terms of any (a) administrative order, (b) court order, or (c) repayment agreement requiring payment of child support.

 

(3)

Current Taxes - Borrower is current on all federal, state, and local taxes, including but not limited to income taxes, payroll taxes, real estate taxes, and sales taxes.

 

b.

Lender must require Borrower to certify that it will:

 

(1)

Reimbursable Expenses-Reimburse Lender for expenses incurred in the making and administration of the Loan.

 

(2)

 

(a)

Keep proper books of account in a manner satisfactory to Lender;

 

(b)

Furnish year-end statements to Lender within 120 days of fiscal year end;

 

(c)

Furnish additional financial statements or reports whenever Lender requests them;

 

(d)

Allow Lender or SBA, at Borrower’s expense, to:

 

[1]

Inspect and audit books, records and papers relating to Borrower’s financial or business condition; and

 

[2]

Inspect and appraise any of Borrower’s assets; and

 

[3]

Allow all government authorities to furnish reports of examinations, or any records pertaining to Borrower, upon request by Lender or SBA.

 

(3)

Equal Opportunity - Post SBA Form 722, Equal Opportunity Poster, where it is clearly visible to employees, applicants for employment and the general public, and comply with the requirements of SBA Form 793, Notice to New SBA Borrowers.

 

(4)

American-made Products - To the extent feasible, purchase only American-made equipment and products with the proceeds of the Loan.

 

(5)

Taxes - Pay all federal, state, and local taxes, including income, payroll, real estate and sales taxes of the business when they come due.

c.

Lender must require Borrower to certify that it will not, without Lender’s prior written consents

(1)

Distributions-Make any distribution of company assets that will adversely affect the financial condition of Borrower.

(2)

Ownership Changes - Change the ownership structure or interests in the business during the term of the Loan.

(3)

Transfer of Assets - Sell, lease, pledge, encumber (except by purchase money liens on property acquired after the date of the Note), or otherwise dispose of any of Borrowers property or assets, except in the ordinary course of business.

 

1

Subject to the terms and conditions of the Authorization and SBA’S Participating Lender Rules as defined in the Guarantee Agreement between Lender and SBA, Lender agrees to make the Loan if Borrower complies with the following “Borrower Requirements”. Borrower must:

 

a.

Provide Lender with all certifications, documents or other information Lender is required by the Authorization to obtain from Borrower or any third party;

 

b.

Execute a note and any other documents required by Lender; and

 

c.

Do everything necessary for Lender to comply with the terms and conditions of the Authorization.

 

2.

The terms and conditions of this Agreement:

 

a.

Are binding on Borrower and Lender and their successors and assigns; and

 

b.

Will remain in effect after the closing of the Loan.

 

3.

Borrower shall provide Lender with written notice of intent to prepay part or all of the loan at least three (3) weeks prior to the anticipated prepayment date. A prepayment is any payment made ahead of schedule that exceeds twenty (20) percent of the then outstanding principal balance. If Borrower makes a prepayment and fails to give at least three weeks advance notice of intent to prepay, then, notwithstanding any other provision to the contrary in the Note or other document, Borrower shall be required to pay Lender three weeks interest on the unpaid principal as of the date of such prepayment.

 

4.

Failure to abide by any of the Borrower Requirements will constitute an event of default under the note and other loan documents

 

Crystal Magic, Inc.

 

[

] 1.

Receipt of Authorization -Borrower has received a copy of the Authorization for this Loan and SBA Form 793, Notice to New SBA Borrower, from Lender and acknowledge that:

b.

The Authorization is between Lender and SBA and creates no third party rights or benefits to Borrower;

c.

The note will require Borrower to give Lender Prior notice or intent to prepay.

d.

If Borrower defaults on Loan, SBA may be required to pay Lender under the SBA guarantee. SBA may then seek recovery of these funds from Borrower. Under SBA regulations, 13 CFR Part 101, Borrower may not claim or assert against SBA any immunities or defenses available under local law to defeat, modify or otherwise limit Borrower’s obligation to repay to SBA any funds advanced by Lender to Borrower.

e.

Payments by SBA to Lender under SBA’s guarantee will not apply to the Loan account of Borrower, or diminish the indebtedness of Borrower under the Note or the obligations of any personal guarantor of the Note.

a.

At the time Borrower submitted the Loan application. Borrower (and Operating Company) was in compliance with all local, state, and federal environmental laws and regulations pertaining to environmental contamination;

b.

Borrower (and Operating Company) has, and will continue to comply with these laws and regulations;

c.

Borrower (and Operating Company) has no knowledge of any environmental contamination of any real or personal property pledged as collateral for the Loan which violates any such laws and regulations, (other than what was disclosed in connection with the Environmental Investigation of the property);

d.

Borrower (and Operating Company) assumes full responsibility for all costs incurred in any clean-up of environmental contamination and agrees to indemnify Lender and SBA against payment of any such costs (Lender or SBA may require Borrower (and Operating Company) to execute a separate indemnification agreement);

e.

Until full repayment of Loan, Borrower (and Operating Company) will promptly notify Lender and SBA if it knows, suspects or believes there may be any environmental contamination in or around the real property securing the Loan, or if Borrower (and Operating Company) and/or such property are subject to any investigation or enforcement action by any Governmental agency pertaining to any environmental contamination of the property.

 

1) Reimbursable Expenses- Reimburse Lender for expenses incurred in the making and administration of the Loan.

 

 

b.

Furnish year-end statements to Lender within ___ days (if not filled in, then 120 days) of fiscal year end;

 

c.

Furnish additional financial statements or reports whenever Lender requests them;

 

d.

Allow Lender or SBA to:

 

(1)

Inspect and audit books, records and papers relating to Borrower’s financial or business condition; and

 

(2)

Inspect and appraise any of Borrower’s assets; and

 

(3)

Allow all government authorities to furnish reports of examinations, or any records pertaining to Borrower, upon request by Lender or SBA.

 

3) Equal Opportunity - Post SBA Form 722, Equal Opportunity Poster, where it is clearly visible to employees, applicants for employment and the general public, and comply with SBA Form 793. Notice to New SBA Borrowers.

 

4) American-made Products - To the extent feasible, purchase only American-made equipment and products with the proceeds of the Loan.

 

5) Taxes - Pay all federal, state, and local taxes, including income, payroll, real estate and sales, taxes of the business when they come due.

 

6) Occupancy - Occupy at least 51% of the square footage of rentable property at all times during the term of the Loan. Borrower certifies that it will not use Loan proceeds to improve or renovate any of the space leased to third parties.

 

1) Distributions- Make any distribution of company assets that will adversely affect the M financial condition of the Borrower (and/or Operating Company).

 

2) Ownership Changes - Change the ownership structure or interests in the business during the term of the Loan.

 

3) Transfer of Assets - Sell, lease, pledge, encumber (except by purchase money liens on property acquired after the date of the Note), or otherwise dispose of any of Borrower’s property or assets, except in the ordinary course of business.