AGREEMENT
IT IS AGREED this 13 day of December, 1999, effective December 15, 1999, by
and between Northrop Family Trust ("NFT") and Bion Environmental Technologies,
Inc. ("BION") as follows:
WHEREAS BION is entering into an agreement ("D2 AGREEMENT") with D2 CO. ("D2")
concerning management, consulting and financing; and
WHEREAS D2 requires that BION and certain major shareholders and/or creditors
of BION, including NFT, agree to certain conditions as partial consideration
for the D2 AGREEMENT with BION; and
WHEREAS NFT considers the D2 AGREEMENT to be in the best interests of BION and
is willing to accept the following conditions;
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants herein:
1) NFT agrees to exercise all $2.25 Warrants (38,000 as of 11/30/99) by
canceling existing long term promissory note ($90,407.40 as of 11/30/99) in a
registered exchange offering subsequent not less than $3,000,000 net funding
of BION subsequent hereto ("FINANCING"). Any excess to the balance as of
11/30/99 will result in additional shares being issued, or will be paid in
cash at closing.
2) NFT agrees to recommend and support a registered exchange including BION
Class X Warrants and BION Class Z Warrants with tentative exchange ratios as
follows:
1 Class X Warrant = 0.3 registered BION common shares; and
1 Class Z Warrant = 0.15 registered BION common shares;
provided, however, that based on events subsequent hereto the proposed
exchange ratios may need to be adjusted to insure fairness to all holders or
BION may elect to not proceed with the proposed exchange on any terms.
Bion Environmental Technologies, Inc. Northrop Family Trust
By: /s/ Xxxx X. Xxxxx by: /s/ Xxx Xxxxxxxx
Authorized Officer Authorized Officer
