Exhibit 10.2
AGREEMENT
This agreement (the "AGREEMENT") made and entered into by, between and
among Bion Environmental Technologies, Inc. (hereinafter "BION"), a
corporation organized under the laws of Colorado and having a place of
business at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 and Xxxx Xxxxxxxx,
nominee for a business entity to be formed by individuals who are currently
principals of Crystal Springs Farms, LLC, (hereinafter called "X") having a
place of business at 000 Xxxx Xxxxxx, Xxxx, XX 00000, (BION and X are
collectively the "PARTIES"). This AGREEMENT becomes effective on the date
first signed below.
1. WARRANT:
A. BION hereby agrees to issue to X a warrant to purchase up to one million
(1,000,000) shares of common stock of BION in the form attached as Exhibit A
under the following terms:
i. Shares purchased under this warrant will be two year restricted and
legended common stock of BION.
ii. The purchase price of the shares will be $7.00 per share.
iii. The warrant exercise period will commence on the effective date of
this AGREEMENT and will expire on June 30, 1999.
iv. Should BION negotiate any private placement sale of stock at any price
during the exercise period of the warrant X shall have a period of thirty (30)
days from notification by BION of the private placement to purchase a number
of shares up to or equal to the number of shares in the private placement (the
"P SHARES") at $7.00 per share. Such purchase by X shall reduce the number of
shares available under the warrant on a one for one basis. Should X elect not
to purchase any of the shares under this section, the warrant shall be reduced
by the number of P SHARES. Should X purchase some number of shares less than
the number of P SHARES the warrant shall be reduced by the total number of P
SHARES.
v. Any purchase of shares under the terms of the warrant and this
AGREEMENT shall be evidenced by a completed Investor Representation Agreement
substantially in the form of the one attached hereto as Exhibit B.
B. Within the period set forth in applicable regulations after the signing of
this AGREEMENT, X shall file a Schedule 13 (and such other filings as may be
required) with the United States Securities and Exchange Commission and
provide a full and complete copy of such Schedule 13 to BION.
2. SALES REPRESENTATION:
BION and X agree that X may from time to time undertake activities designed to
sell Bion NMS systems or assist BION in such sales activities. In the event
that a sale is made as a direct result of these efforts, a cash commission in
an amount to be negotiated for each sale will be paid by BION to X. If either
of the PARTIES desire to pay or receive such commission in Bion Environmental
Technologies, Inc. common stock (or equivalents) or in BionSoil, the PARTIES
agree to negotiate in good faith as to the quantity and price of such
substitute payment.
3. X (including any affiliates thereto) agrees to use the Bion NMS waste
treatment technology for any animal raising or other similar projects where
the technology is an appropriate solution to waste and wastewater handling
issues, and BION agrees to provide the technology under terms essentially
similar to those contained in the Bion NMS' Installation Agreement between
BION and Crystal Springs Farms, LLC dated July 1, 1998.
BION ENVIRONMENTAL X
TECHNOLOGIES, INC.:
By: /s/ M. Xxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Title: Authorized Agent Title: Authorized Agent
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