Exhibit 10.85


 


THE SECURITIES REPRESENTED BY THIS INSTRUMENT
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


BIONEUTRAL GROUP, INC.


 


CONVERTIBLE PROMISSORY NOTE


 





	$15,000	 	May 31, 2013









 


1. Principal and Interest.


 


(a) BioNeutral Group, Inc.,
a Nevada corporation (the "Company"), for value received, hereby promises to pay to the order of DH Technical Consulting,
LLC (the "Investor" or the "Holder") the sum of Fifteen Thousand US dollars ($15,000).


 


(b) Upon repayment of This
Promissory Note (the "Note") an additional 8% interest bonus payment will be added to any unpaid balance per month. This
Note shall be payable upon demand June 30, 2013 (the "Demand Date"). Commencing on the Demand Date, all principal and
the interest bonus payment hereunder shall be payable by the Company upon demand made by the Holder or Investor.


 


(c) Upon payment in full
of the principal and bonus payment, this Note shall be surrendered to the Company for cancellation.


 


(d) The principal and bonus
payment under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder
hereof as such Holder shall from time to time designate.


 


2. Attorney's Fees.
If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings
or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the
principal and the bonus payment payable hereunder, reasonable attorneys' fees and costs incurred by the Investor.


 


3. Conversion.


 


3.1 Voluntary Conversion.
In the event that the Note is not paid prior to the Demand Date, the Holder shall have the right thereafter, exercisable in whole
or in part, to convert the outstanding principal and bonus payment hereunder into a number of fully paid and nonassessable whole
shares of the Company's $.00001 par value common stock ("Common Stock") determined in accordance with Section 3.2 below.


 






    	 



    	 



    

 


3.2 Shares Issuable.
The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall
be determined by dividing the aggregate principal amount borrowed hereunder by $.01 (the "Note Conversion Price"); provided,
however, that, in no event, shall Holder be entitled to convert any portion of this Note in excess of that portion of this Note
upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by Holder and its affiliates (other
than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note
or the unexercised or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous
to the limitations contained herein) and (2) the number of shares of common stock issuable upon the conversion of the portion of
this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Holder
and its affiliates of more than 9.9% of the outstanding shares of common stock of the Company. For purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934 and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of
Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below)
by the Note Conversion Price. The term “Conversion Amount” means, with respect to any conversion of this Note, the
sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the Company’s option, accrued
and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to the conversion date, provided,
however, that the Company shall have the right to pay any or all interest in cash.


 


3.3  Notice and Conversion
Procedures. If the Holder elects to convert this Note, the Holder shall provide the Company with a written notice of conversion
setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20)
business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) for the Common Stock issuable upon
such conversion and, if the entire principal amount hereunder was not so converted, a new note representing such balance.


 


3.4  Other Conversion
Provisions.


 


(a)  Adjustment of Note Conversion
Price. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving
a reverse stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price
shall forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become
effective. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving
a forward stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price
shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date that such subdivision shall become
effective.


 


(b)  Common Stock Defined. Whenever
reference is made in this Note to the shares of Common Stock, the term "Common Stock" shall mean the Common Stock of
the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable
upon conversion hereof shall include only shares of Common Stock of the Company.


 



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3.5 No Fractional Shares.
No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional
shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal
hereunder that is not so converted.


 


4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:


 


(a)  Authorization; Enforceability.
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution
and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes
a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights
generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies.


 


(b)  Governmental Consents.
No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority
is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except
any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933,
as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws, which, if applicable,
will be timely filed within the applicable periods therefore.


 


(c)  No Violation.
The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby
will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage,
agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal
or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or
constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event
that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation,
impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its
business or operations, or any of its assets or properties.


 


5. Representations and
Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants
of the Holder:


 


(a)     Investment Purpose.
This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the sale
or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution
of the same except pursuant to a registration or exemption.


 



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(b)  Private Issue.
The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under the
1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration
predicated on the representations set forth in this Section 8.


 


(c)  Financial Risk.
The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of its investment, and has the ability to bear the economic risks of its investment.


 


(d)  Risk of No Registration.
The Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12
of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or
if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell the Common Stock
issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. The Holder also understands
that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made
only in accordance with the terms and conditions of that Rule.


 


6. Assignment. Subject
to the restrictions on transfer described in Section 9 below, the rights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.


 


7. Waiver and Amendment.
Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.


 


8. Transfer of This
Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or securities
into which this Note may be converted, the Holder will give written notice to the Company prior. thereto, describing briefly the
manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that
such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling
of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the Holder
may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear
a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion
of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue
stop transfer instructions to its transfer agent in connection with such restrictions.


 



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9. Notices. Any
notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or three (3) business days after deposit if deposited in the USA's mail for mailing by certified
mail, postage prepaid, and addressed as follows:


 





	   If to Investor:	DH
Technical Consulting, LLC; Attn: David Hoenig	 
	 	91
Stratford Road	 
	 	East Brunswick, NJ 08816	 
	 	 	 
	              If to Company:	Mark Lowenthal	 
	 	BioNeutral Group, Inc.	 
	 	211 Warren St.	 
	 	Newark, NJ 07103	 



 


Each of the above addressees may change its
address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.


 


10. Governing Law.
This Note is being delivered in and shall be construed in accordance with the laws of the State of New Jersey, without regard to
the conflicts of laws provisions thereof.


 


11. Heading; References.
All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise
indicated, all references herein to Sections refer to Sections hereof.


 


12. Waiver by the Company.
The Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


13. Delays. No delay
by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.


 


14. Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from
this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance
with its terms.


 


15. No Impairment.
The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of
this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder
of this Note against impairment.


 



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IN WITNESS WHEREOF, BioNeutral
Group, Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the
date first above written.


 





	 	BioNeutral Group, Inc.
	 	 	 
	 	By:	 
	 	Name:	 Mark Lowenthal
	 	Title:	 CEO and President
	 	 	 
	 	INVESTOR
	 	 
	 	 
	 	Name	 
	 	 
	 	Title	 
	 	 



 


 


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