Exhibit 10.38

U.S. Small Business Administration Paycheck Protection Program NOTE

In return for the Loan, Borrower promises to pay to the order of Lender the amount of One million three hundred one thousand three hundred sixty-five dollars and no cents ($1,301,365.00), interest on the unpaid principal balance, and all other amounts required by this Note.

“Loan” means the loan evidenced by this Note.

“Loan Documents” means the documents related to this loan signed by Borrower.

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

"Paycheck Protection Program" means those loans extended pursuant to Sections 1102 and 1106 of the CARES ACT as loans under the SBA's 7(a) Loan Program.

Borrower must make all payments at the place Lender designates. The payment terms for this Note are: Borrower shall pay this loan in 18 installments of principal and interest in an amount necessary, as determined by Lender on the date six months from the date hereof (the “Payment Calculation Date”), to fully amortize the outstanding principal balance of this Note at the Interest Rate over an 18 month period commencing on the Payment Calculation Date, beginning November 15, 2020 and continuing on the same day of each calendar month thereafter, through and including April 15, 2022 when the entire remaining principal balance of the Note, and all accrued and unpaid interest, shall be due and payable.

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

J.      Excluding all material adverse changes resulting from COVID-19, Borrower has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;

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

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

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;

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.

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

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.

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.

H.    Borrower acknowledges that this Note evidences a loan extended by Lender to Borrower under the Paycheck Protection Program. Borrower covenants to comply with the requirements imposed upon borrowers under the program. The Paycheck Protection Program includes a feature by which under certain circumstances Borrower may be entitled to forgiveness of substantially all or a portion of the loan evidenced by this Note. Borrower acknowledges that, as a condition precedent to any such forgiveness, Borrower shall be required to provide such information and documentation and sign such certificates and documents as Lender may determine is necessary or appropriate or is required under the Paycheck Protection Program.

A.    Usury Savings Provisions. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply strictly with the applicable Texas and/or federal law governing the maximum rate or amount of interest payable on this Note. In no event shall Lender ever contract for, charge, take, reserve or receive amounts deemed interest which would exceed the Maximum Lawful Rate (herein so- called) applicable to this Note. If the applicable law is ever judicially interpreted so as to render usurious any amount contracted for, charged, taken, reserved or received in respect of this Note, including by reason of the acceleration of the maturity or the prepayment thereof, then it is Borrower’s and Lender’s express intent that all amounts charged in excess of the Maximum Lawful Rate shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Payee shall be credited on the principal balance of this Note (or, if the Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of this Note shall immediately be deemed reformed so as to comply with the applicable laws.

B.     Statute of Frauds Notice. Pursuant to §26.02 of the Texas Business and Commerce Code, Lender and Borrower hereby agree as follows: This Note and the written documents, agreements and instruments entered into in connection with this Note represent the final agreements between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

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