Exhibit
        10.1

       

      PROMISSORY
        NOTE 

      
        
          	 	 	 	 	 
	$250,000.00 	 	
                  St.
                    Charles, Illinois 

                	 	
                  August
                    10, 2005 

                
	 	 	 	 	 


        
FOR
        VALUE
        RECEIVED, the undersigned, UNIVERSAL FOOD & BEVERAGE COMPANY ("Maker"),
        hereby promises to pay to the order of DNEV, LLC ("Payee") at 122 W Washington
        Ave., 6th
        Floor,
        Madison, Wisconsin 53703,
        the
        principal sum of Two Hundred and Fifty Thousand and No/100s Dollars
        ($250,000.00) in lawful money of the United States of America.

      


      Principal
        shall be due and payable on November 9, 2005. 

      


      The
        Maker
        hereof reserves the right to prepay this Note in any amount prior to maturity
        without penalty.

      


      Principal
        due herein shall bear interest at six percent (6%) per annum payable at
        maturity.

      


      At
        Payee’s option the interest and principle due at any point on this note may be
        converted, in whole or in part, to common stock in the Maker at the conversion
        rate of one share of stock for every $1.75 due.

      


      After
        November 9, 2005 principal due hereunder shall bear interest at the highest
        rate
        permitted by applicable law or if no such maximum rate is established by
        applicable law, then at a rate which is five percent (5%) per annum in excess
        of
        the interest rate charged under this Note.

      


      The
        undersigned, and each surety, endorser and guarantor hereof, jointly and
        severally waive diligence, presentment, protest and demand and also notice
        of
        protest, default, demand, dishonor, acceleration, intent to accelerate, and
        nonpayment of this Note, and expressly agree that this Note, or any payment
        hereunder, may be extended from time to time without notice, and consent
        to the
        acceptance of further security or the release of any security for this Note,
        all
        without in any way affecting the liability of the undersigned and any endorsers
        or guarantors hereof. No extension of time for the payment of this Note,
        or any
        installment hereof, made by agreement by the holder hereof with any person
        now
        or hereafter liable for the payment of this Note, shall affect the original
        liability under this Note of the undersigned, even if the undersigned is
        not a
        party to such agreement.

      


      This
        Note
        is secured by the Undersigned Corporation..


      
        
           

        

        
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      Upon
        the
        happening an occurrence of a default in the payment of principal or interest
        under this Note when due, or the failure of Maker to observe or perform any
        other covenant contained herein or in any document or instrument evidencing
        or
        securing the indebtedness evidenced hereby, the holder may, at its option,
        declare immediately due and payable the entire principal sum together with
        all
        interest accrued and owing thereon, plus any other sums payable at the time
        of
        such declaration pursuant to this Note and any other instrument securing
        this
        Note.

      


      The
        failure to exercise any of the foregoing options in the preceding paragraph
        upon
        the happening of one or more of the foregoing events shall not constitute
        a
        waiver of the right to exercise the same or any other option at any subsequent
        time in respect of payment hereunder which is less than payment in full of
        all
        amount due and payable at the time of such payment, and shall not constitute
        a
        waiver of the right to exercise any of the foregoing options at the time
        or at
        any subsequent time or nullify any prior exercise of any such option without
        the
        express written consent of the holder hereof, except as and to the extent
        otherwise provided by law.

      


      It
        is the
        intent of the Payee of this Note and the undersigned in the execution of
        this
        Note and all other instruments now or hereafter securing this Note, to contract
        in strict compliance with any applicable usury laws. In furtherance thereof,
        the
        said Payee and the undersigned stipulate and agree that none of the terms
        and
        provisions contained in this Note or any other instrument executed in connection
        herewith shall ever be construed to create a contract to pay for the use,
        forbearance or detention of money at a rate in excess of the maximum interest
        rate permitted to be charged by applicable law. Neither the undersigned nor
        any
        Guarantors, endorsers or other parties hereafter becoming liable for the
        payment
        of this Note shall ever be required to pay interest on this Note at a rate
        in
        excess of the maximum interest that may be lawfully charged under applicable
        law
        and the provisions of this paragraph shall control over all other provisions
        of
        this Note and other instruments now or hereafter executed in connection herewith
        which may be in apparent conflict herewith. If the maturity of this Note
        shall
        be accelerated for any reason or if the principal of this Note is paid prior
        to
        the end of the term of this Note, and as a result thereof the interest received
        for the actual period of existence of the loan evidenced by this Note exceeds
        the applicable maximum lawful rate, the Holder of this Note shall refund
        to the
        undersigned the amount of such excess, or shall credit the amount of such
        excess
        against the principal balance of this Note then outstanding. In the event
        that
        said Payee or any other holder of this Note shall collect monies which are
        deemed to constitute interest which would increase the effective interest
        rate
        of this Note to a rate in excess of that permitted to be charged by applicable
        law, all such sums deemed to constitute interest in excess of the lawful
        rate
        shall, upon such determination, at the option of the Holder of this Note,
        be
        immediately returned to the undersigned or credited against the principal
        balance of this Note then outstanding. The term "applicable law" as used
        in this
        Note shall mean the laws of the State of Texas or the laws of the United
        States,
        whichever laws allow the greater rate of interest, as such laws now exist
        or may
        be changed or amended or come into effect in the future.

      


      
        
           

        

        
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      If
        this
        Note is not paid when due, whether at maturity or by acceleration, or if
        it is
        collected through bankruptcy, probate, or other legal proceedings, whether
        before or after maturity, Maker agrees to pay all costs of collection,
        including, but not limited to, reasonable attorney's fees, incurred by the
        holder hereof.

      


      This
        Note
        shall be governed by and construed in accordance with the laws of the State
        of
        Illinois and the laws of the United States applicable to transactions in
        the
        State of Illinois.

      


      THIS
        WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT 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: 	Universal
                Food & Beverage Company 
	 
 	 
 	 
 
	 	By:  	/s/ Duane
                Martin
	 	
                
Duane
                Martin, CEO
	 	 




      
        
           

        

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