EXHIBIT 10.3
AGREEMENT
It is agreed by and between Bion Environmental Technologies, Inc. ("Bion"),
and Centerpoint Corporation, ("CPTX"), effective February 12, 2003 as
follows:
1. Bion shall:
a) cancel all sums owed to Bion by CPTX including those evidenced by
the promissory note attached hereto as Exhibit A;
b) return 1,000,000 warrants of CPTX, attached hereto as Exhibit B, for
cancellation
c) use its best efforts to process the registration statement regarding
distribution of Bion common stock owned by CPTX (the "Shares") to
CPTX's shareholders
d) provide the services of Xxxxx Xxxxxxxx (and office staff), together
with office space, through a date no earlier than 90 days after
distribution of the Shares to CPTX's shareholders at no cost to CPTX;
and
e) upon closing of Bion's financing, provide to CPTX such sums as are
reasonably needed to pay direct expenses related to registration/
distribution of the Shares and CPTX's share of costs related to
necessary tax filings.
2. a) CPTX shall immediately cancel all "ratchet" and "penalty" provisions
in existing agreements between Bion and CPTX (see Exhibit C); and
b) to the extent that CPTX acquires any Bion securities from OAM
S.p.A., CPTX agrees to cancel all "ratchet" and "penalty" provisions
related to such securities; and
c) use its best efforts to distribute the Shares to its shareholders
upon effectiveness of a registration statement.
3. Bion and CPTX each agrees to take all necessary actions, including,
without limitation, execution of additional documents, as may be
reasonably needed to carry out the purposes of this agreement.
Bion Environmental Technologies, Inc Centerpoint Corporation
/s/ Xxxxx Xxxxxxxx /s/ Xxxx X. Xxxxx
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By: Xxxxx Xxxxxxxx By: Xxxx X. Xxxxx
Dated: 2/12/03 Dated: 2/11/03