AGREEMENT
IT IS AGREED this 14 day of December, 1999, effective December 15, 1999, by
and between Xxxxxx X. Xxxxxxxx ("HEN") 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 certain major shareholders and/or creditors of BION,
including HEN, agree to certain conditions as consideration for the D2
AGREEMENT with BION; and
WHEREAS HEN 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) HEN agrees to convert the total outstanding balance ($326,998.64 as of
11/30/99) of a long term note owned by HEN into shares at $1.80 per share in a
registered offering upon the conclusion of not less than $3,000,000 net
funding of BION subsequent hereto ("FINANCING").
2) HEN and BION agree to recommend and support, after or contemporaneously
with completion of FINANCING, a registered exchange of BION Class X 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. Xxxxxx X. Xxxxxxxx
By: /s/ Xxx Xxxxxxxx by: /s/ Xxxxxx X. Xxxxxxxx
Authorized Officer Xxxxxx X. Xxxxxxxx
