Exhibit 10.4
BION NMS TM INSTALLATION AGREEMENT
CLOSING MEMORANDUM / ADDENDUM #3
It is AGREED this 31st day of December, 1997 between the undersigned that
the agreements attached hereto at EXHIBIT A are amended as set forth herein
(EXHIBIT A is incorporated herein by reference):
1.) In consideration of the receipt of $100,000 paid this day by Xxxxxx
Family Farms, Inc. and/or Crystal Springs Farms, LLC (collectively "BFF") to
Bion Technologies, Inc. ("BION") pursuant to paragraph 5 A.i of EXHIBIT A,
the agreements set forth at EXHIBIT A are now binding on BFF and BION and all
contingencies are met and/or have been waived and work under said agreement
shall commence.
2.) Xxxxxxx Xxxxxx shall become a director of BION ENVIRONMENTAL
TECHNOLOGIES, INC. upon completion of all payments required by paragraph 5 A.i
of EXHIBIT A.
3.) Section 8 of EXHIBIT A and Attachment C therein shall be amended to
provide that: a.) If the payments under paragraph 5 A.i do not occur until
after February 16,1998 but before March 15, 1998, the price per unit shall
increase to $3.50; b.) If the payments required by paragraph 5 A.i occur
between March 15, 1998 and April 14, 1998, the price per unit shall increase
to $4.00; c.) If such payments have not been made before April 15, 1998, BFF
and BION shall renegotiate the terms of unit purchase to another mutually
agreeable higher price; d) BFF shall have the option of either increasing the
total dollars paid for the units or decreasing the number of units purchased
to reflect the higher price per unit.
4.) a.) If greater than 12 BION NMS Systems are required for performance of
Phase I, the fees due BION pursuant to paragraph 5 A.i, shall increase by
$20,000 for each such system above 12; b.) the fees required by paragraph 6
A.ii shall increase by $600 per month for each system above 12.
5.) Upon exercise of the option for Phase II, BFF and BION shall agree upon a
work schedule and coordinate a fee schedule with such work schedule provided,
however, that all fees shall be paid prior to the end of construction.
6.) If desired, the parties may subsequently incorporate this document into a
more formal document but the parties agree that this shall be binding when
executed below.
XXXXXX FAMILY FARMS, INC. BION TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx Xxxxxxxx
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Authorized Officer Authorized Officer
CRYSTAL SPRINGS FARMS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Authorized Officer
