EXHIBIT 10.1
PROMISSORY NOTE ("NOTE")
FOR
VALUE RECEIVED, the undersigned, Bion Environmental
Technologies,
Inc., a Colorado corporation ("MAKER"), hereby promises to pay to
the order
of Salvatore Zizza ('HOLDER'), and its successors and assigns, c/o
641
Lexington Ave, 12th Floor, NY, NY 10022, or at such other place as
the HOLDER
of this Note may from time to time designate in writing, all sums
due under
this Note (plus interest) in lawful and immediately available money
of the
United States. The
initial principal of this Note is $50,000.00. Subsequent
advances from HOLDER to Maker shall be added to the principal of
this Note.
Interest shall be accrued and added to principal at a simple rate
of eight
percent (8.0%) per annum from date owed by Maker. All outstanding principal
and interest shall be due and payable on or before February 1,
2009, if not
previously paid. If
this Note or interest due hereunder is not paid when due
or declared due hereunder, the principal shall draw interest at the
rate of
one and one half percent (1.5%) per month.
Upon
default by the MAKER of the timely payment of principal or
interest
due hereunder or upon any Event of Default as hereinafter defined,
the HOLDER
may, in its sole discretion, withhold any payments due and payable
to MAKER
and apply same to the MAKER's obligations hereunder. In addition, upon any
Event of Default, the HOLDER may declare the full amount of this
Note due and
payable.
If
any one or more of the following events ("Events of Default")
shall
occur for any reason whatsoever (and whether such occurrence shall
be
voluntary or involuntary or come about or be effected by operation
of law,
pursuant to or in compliance with any judgment, decree of order of
any court,
or any order, rule or regulation of any administrative or
governmental body,
or otherwis