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 David
            J. Mitchell as its CEO/President and director (currently sole
            director) and David Fuller as Secretary and Principal
            Accounting Officer together with their support staff, on an as
            needed basis, plus office space at its 18 East 50th Street,
            Tenth Floor, New York, NY 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/ David J. Mitchell
                                      David J. Mitchell, CEO/President


                                  Bion Environmental Technologies, Inc.


                                  By: /s/ David J. Mitchell
                                      David J. Mitchell, CEO/President