In connection with the resignation of Mario Sforza as President, Chief Executive Officer and a director of BeesFree, Inc. (the "Company") and its subsidiaries as previously reported in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 25, 2012, the Company and Mr. Sforza have concluded negotiations and entered into a definitive Separation and General Release Agreement. Pursuant to the agreement, which is effective June 22, 2012, the Company paid Mr. Sforza a one-time cash payment of $21,513.32, representing Mr. Sforza's salary through the balance of the term of his employment agreement and the reimbursement of expenses. The Company also agreed to issue him 40,000 shares of the Company's restricted common stock. Mr. Sforza's resignation was not a result of any disagreement with the Company or its executive officers, or any matter relating to the Company's operations, policies or practices.

(d) Exhibits:

Exhibit    Description

10.1       Separation and General Release Agreement, dated June 22, 2012, by and
           between the Company and Mario Sforza.