Exhibit 10.1
June 5, 1997
Xxxxx X. Xxxxxx, Chairman/President
Global Financial Group, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
Upon acceptance this letter will serve as the second amendment (the
"Second Amendment") to the agreement between Global Financial Group ("GFG")
and Bion Environmental Technologies, Inc. ("BIET") dated December 16, 1996 as
amended March 10, 1997, concerning XXXX's retention of GFG to provide
investment banking services (the "Agreement").
X. Xxxx of the Agreement is hereby amended to be from December 1, 1996 to
June 30, 1998, instead of from December 1, 1996 to November 30, 1997 as was
previously stated in the introductory paragraph of the Agreement.
B. Section 3. Engagement of GFG, is hereby amended to read as follows:
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Engagement of GFG. BIET engages GFG and GFG accepts such engagement,
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effective June 4, 1997, to provide BIET with primary market maker support, to
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sponsor BIET at any Regional Investment Banking Association meetings (or other
similar events that GFG participates in) as requested by BIET, to consult with
BIET concerning business and financial planning, corporate organization and
structure, financial matters in connection with the operation of the business
of BIET, private and public equity and debt financing, acquisitions, mergers
and other similar business combinations, BIET's relations with its securities
holders, preparation and distribution of periodic reports, and shall
periodically provide to BIET analysis of its financial statements. Said
advice and consultation shall be provided to BIET in such form, manner and
place as BIET reasonably requests. GFG shall not by this Agreement be
prevented or barred from rendering services of the same or similar nature, as
herein described, or services of any nature whatsoever for, or on behalf of,
persons, firms, or corporations other than BIET. Similarly, BIET shall not be
prevented or barred from seeking or requiring services of a same or similar
nature from persons other than GFG.
C. Section 4. Compensation, all warrants granted in paragraphs a) and b)
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are hereby cancelled and paragraph a) is hereby amended to read as follows:
a) BIET shall deliver to GFG upon execution hereof:
1) 50,000 shares of restricted and legended BIET common stock;
2) A warrant to purchase 100,000 shares of BIET common stock at $6.00 per
share for a period commencing with the date of this Second Amendment and
expiring June 30, 2000;
3) A warrant to purchase 35,000 shares of BIET common stock at $4.00 per
share for a period commencing with the date of this Second Amendment and
expiring June 30, 1999;
4) If at any time prior to the exercise of these warrants BIET undertakes
to register any shares of its common stock pursuant to a form of registration
statement which would allow registration of the shares underlying the exercise
of these warrants, then BIET shall include the underlying shares in such
registration statement at BIET's sole cost; PROVIDED, HOWEVER, in the event
of a registration statement involving an underwriter, such underwriter shall
have the right, in its sole discretion, to impose restrictions on the resale
of BIET's securities issued pursuant hereto and/or eliminate this registration
from the underwritten registration statement in its entirety. There is no
assurance that any registration statement including the warrants or the shares
underlying the warrants will ever be filed, or, if filed, will become
effective.
D. Section 4. Compensation, paragraph b) is hereby amended to read as
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follows:
b) BIET shall reimburse GFG for all pre approved expenses incurred by GFG in
carrying out the terms of this agreement.
Please sign on the indicated line and send a copy to me by facsimile
transmission which shall be deemed sufficient binding acknowledgement of this
Second Amendment to our Agreement. I will forward an originally executed copy
of this Second Amendment for your records and would ask you to sign a second
copy of the Second Amendment and return it for my records.
Sincerely,
BION ENVIRONMENTAL TECHNOLOGIES, INC.
/s/ M Xxxxx Xxxxxxxx
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M. Xxxxx Xxxxxxxx
Chief Financial Officer
AGREED TO AND ACCEPTED:
GLOBAL FINANCIAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chairman/President
