Exhibit 10.1 - Jan. 1, 2007 Promissory note executed by Edwin H. Wegman


     

    Exhibit
      10.1

     

    
      PROMISSORY
        NOTE

      


      
        	
                $1,016,595.00

              	
                January
                  1, 2007

              


      

      


      FOR
        VALUE
        RECEIVED, the undersigned, EDWIN H. WEGMAN, an individual (the “Borrower”)
        hereby
        promises to pay to BIOSPECIFICS TECHNOLOGIES CORP., a Delaware Corporation
        (the
“Company”),
        the
        principal amount of One Million Sixteen Thousand Five Hundred and Ninety-Five
        Dollars ($1,016,595.00) (the “Principal
        Amount”).

      


      This
        Promissory Note (this “Note”)
        constitutes a consolidation of all amounts owed by the Borrower to the Company
        including but not limited to amounts owed under the Recourse Secured Promissory
        Note dated as of April 24, 2000 for $865,394.00 and the Recourse Secured
        Demand
        Note dated as of April 3, 2001 for $1,336,027.00.

      


      This
        Note
        is intended to be evidence of the borrowing of the Principal Amount by the
        Borrower from the Company. Payment of the Principal Amount, interest on this
        Note and any other amounts due in connection therewith, is secured pursuant
        to
        the terms of a Pledge Agreement, dated as of even date herewith, between
        the The
        S.J. Wegman Company and the Company and is subject to the terms and conditions
        of such pledge agreements, which terms and conditions are, by this reference,
        incorporated herein and made a part hereof. 

      


      
        	
                1.

              	
                Interest.
                  The Principal Amount remaining unpaid at any time shall bear interest
                  at
                  the rate of nine percent (9%) per annum (the “Interest
                  Rate”)
                  compounded annually and computed on the basis of a 365 or 366 day
                  year, as
                  the case may be, continuing
                  up to and including the date of repayment in full or cancellation
                  of the
                  Note.

              


      

       

      
        	
                2.

              	
                Payment
                  and Prepayment.
                  All outstanding Principal Amounts and interest on this Note shall
                  be due
                  and payable ON DEMAND of the Company, or the legal holder of this
                  Note and
                  upon such demand shall be payable in full in lawful money of the
                  United
                  States of America at the principal offices of the Company (or at
                  such
                  other place as the holder of the Note hereof shall notify the Borrower
                  in
                  writing). The Borrower may, without premium or penalty, at any
                  time and
                  from time to time, prepay all or any portion of the outstanding
                  Principal
                  Amount and interest due under this Note. Any prepayments of any
                  portion of
                  the Principal Amount of this Note shall be accompanied by payment
                  of all
                  interest accrued but unpaid on the Principal Amount being prepaid.
                  Upon
                  final payment of all the Principal Amount of, and interest on,
                  this Note
                  it shall be surrendered for cancellation.


              


      

       

      
        	
                3.

              	
                Event
                  of Default.
                  The Borrower agrees that the failure of Borrower to make any payment
                  required under this Note when due shall constitute an event of
                  default
                  under this Note (“Event
                  of Default”).
                  In addition, the occurrence of any of the following events also
                  shall
                  constitute an Event of Default under this
                  Note:

              


      

       

      
        	 	
                (a)

              	
                the
                  filing of any petition under the U.S. Bankruptcy Code or any similar
                  statute by or against the Borrower;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                an
                  application for the appointment of a receiver for, the making of
                  a general
                  assignment for the benefit of creditors by, or the insolvency of,
                  the
                  Borrower; or 

              


      

       

      
        	 	
                (c)

              	
                the
                  death of the Borrower.

              


      

       

      
        	
                4.

              	
                Remedies.
                  Upon the occurrence of an Event of Default hereunder, (i) the entire
                  outstanding Principal Amount and accrued interest of this Note
                  shall
                  immediately become due and payable regardless of any prior forbearance,
                  and (ii) the Company may exercise any and all rights and remedies
                  available to the Company under this Note, the Agreement and applicable
                  law, including, without limitation, the right to collect from the
                  Borrower
                  all sums due under this Note. 

              


      

       

      
        	
                5.

              	
                Expenses
                  of Collection.
                  If this Note is forwarded to an attorney for collection after maturity
                  hereof (whether by acceleration, declaration, extension, or otherwise),
                  the Borrower shall pay to the Company all costs and expenses of
                  collection, including without limitation attorneys' fees and
                  expenses.

              


      

       

      
        	
                6.

              	
                Remedies
                  Cumulative; Waiver.
                  The rights and remedies of the Company under this Note and the
                  Agreement
                  shall be cumulative and not alternative. No waiver by the Company
                  of any
                  right or remedy under this Note or the Agreement shall be effective
                  unless
                  in a writing signed by the Company. The failure by the Company
                  to insist
                  upon the strict performance by the Borrower of any terms and provisions
                  contained herein shall not be deemed to be a waiver of any terms
                  and
                  provisions herein, and the Company shall retain the right thereafter
                  to
                  insist upon strict performance by the Borrower of any and all terms
                  and
                  provisions of this Note or any document securing or guaranteeing
                  the
                  repayment of this Note. The Borrower hereby waives presentment,
                  protest
                  and demand, notice of protest, notice of demand and of dishonor
                  and
                  non-payment of this Note.

              


      

       

      
        	
                7.

              	
                Application
                  of Payments.
                  All payments made on account of this Note, including prepayments,
                  shall be
                  applied first to the payment of any attorneys’ fees and other costs of
                  collection then payable hereunder, second to accrued and unpaid
                  interest
                  then due hereunder (if any), and the remainder, if any, shall be
                  applied
                  to the unpaid Principal Amount and accrued
                  interest.

              


      

       

      
        	
                8.

              	
                Governing
                  Law.
                  This Note shall be governed by and construed in accordance with
                  the laws
                  of the State of New York, without reference to the conflict of
                  laws
                  principles thereof. 

              


      

       

      
        	
                9.

              	
                Assignment.
                  The Company, or any other holder of this Note, may assign all of
                  its
                  rights, title and interest in this Note. Borrower’s obligations hereunder
                  are not assignable.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                Waivers
                  and Modifications; Binding Effect; Non-Negotiable Note.
                  This Note may not be waived, changed, modified or discharged except
                  by an
                  agreement in writing signed by each of the Borrower and the Company.
                  This
                  Note shall be binding upon the Borrower, and his heirs, personal
                  representatives, successors and assigns, and shall inure to the
                  benefit of
                  and be enforceable by the Company and the Company’s respective successors
                  and assigns, except that this Note shall not be a negotiable instrument.
                  The captions set forth in this Note are for convenience only and
                  shall not
                  be deemed to limit or affect the meaning of any provision of this
                  Note.

              


      

       

      
        	
                11.

              	
                Consent
                  to Jurisdiction.
                  The Borrower hereby irrevocably submits to the non-exclusive jurisdiction
                  of any state or federal court sitting in the State of New York
                  over any
                  suit, action or proceeding in connection with, arising out of or
                  relating
                  to this Note and hereby waives any objection it may have to the
                  laying of
                  venue of any such action or proceeding in any of said courts and
                  any claim
                  that it may have that any such action or proceeding has been brought
                  in an
                  inconvenient forum. A final judgment in any such action or proceeding
                  shall be conclusive and may be enforced in other jurisdictions
                  by suit on
                  the judgment or in any other manner provided by law.
                  

              


      

       

      
        	
                12.

              	
                Waiver
                  of Jury Trial.
                  THE BORROWER WAIVES TRIAL BY JURY IN ANY ACTION AND/OR PROCEEDING
                  ARISING
                  ON, OUT OF OR BY REASON OF SETOFF AND RIGHTS TO INTERPOSE COUNTERCLAIMS
                  OR
                  CROSS-CLAIMS IN CONNECTION THEREWITH. THE BORROWER ACKNOWLEDGES
                  THAT IT
                  MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT DURESS AND ONLY
                  AFTER
                  CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
                  

              


      

       

       

      IN
        WITNESS WHEREOF, the Borrower has caused this Note to be executed and dated
        the
        day and year first set forth above.

       

      
        	 	
                BORROWER

                 

                 

              
	 	
                /s/
                  Edwin H. Wegman

              
	 	
                EDWIN
                  H. WEGMAN

              


      

    

     

    
      
        
        

      

      
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