EXHIBIT 10.4
AGREEMENT
IT IS AGREED THIS 15th day of March, 2002 (effective January 15, 2002)
by and between Centerpoint Corporation ("CPTX") and Bion Environmental
Technologies, Inc. ("Bion") as follows:
WHEREAS Bion has become the "parent" of CPTX; and
WHEREAS CPTX does not have the cash or liquid assets available to pay
its bills as accrued or to pay for its management expenses; and
WHEREAS CPTX expects to accrue substantial legal, accounting and
administrative expenses in order to cure its delinquencies in SEC
filings, distribute securities of Bion to its shareholders, to locate
and acquire new business opportunities and for on-going expenses;
AND WHEREAS Bion is willing to provide CPTX with management services,
office space and funds to carry out the tasks set forth above in the
terms and conditions set forth herein;
NOW THEREFORE, IN CONSIDERATION OF the mutual promises and performances
set forth herein:
1.) Bion shall provide CPTX with the management services of Xxxxx
X. Xxxxxxxx as its CEO/President and director (currently sole
director) and Xxxxx Xxxxxx as Secretary and Principal
Accounting Officer together with their support staff, on an as
needed basis, plus office space at its 00 Xxxx 00xx Xxxxxx,
Xxxxx Xxxxx, Xxx Xxxx, XX offices.
2.) Such management services shall be focused on a.) the
"clean-up"/"catch-up" needed to get CPTX current in its SEC
filings and such filings as are needed on an on-going basis;
b.) such actions as are necessary to distribute all or a
substantial portion of the Bion common stock owned by CPTX to
CPTX's shareholders; and c.) location and acquisition of
assets and/or business opportunities for CPTX to pursue in the
future.
3.) a.) Bion shall receive the sum of $12,000/month compensation
for such management services, support staff and office space;
and b.) Bion shall advance to CPTX such sums as are needed to
carry-out the tasks set forth at paragraph 2 above through
March 15, 2002, provided, however, Bion shall have no
obligation to make any advances in excess of $500,000, in
aggregate (including the items at paragraph 3a above).
4.) All sums due Bion from CPTX shall be evidenced by a
convertible revolving promissory note in the form attached
hereto as Exhibit A.
5.) As additional consideration, Bion shall receive a warrant to
purchase 1,000,000 shares of CPTX common stock at $3.00 per
share until March 14, 2007 in the form attached hereto as
Exhibit B.
Centerpoint Corporation
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, CEO/President
Bion Environmental Technologies, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, CEO/President