-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L06RGKBnmRtdCpmaxYi1p8Z9j+wYZO69/vASoaVkAHzuZJWShWjBgUu1skpUVXSf 35cIZsySAhiYF7UDzL0DmQ== 0000948830-03-000152.txt : 20030610 0000948830-03-000152.hdr.sgml : 20030610 20030610160315 ACCESSION NUMBER: 0000948830-03-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030412 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BION ENVIRONMENTAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000875729 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 841176672 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31437 FILM NUMBER: 03739189 BUSINESS ADDRESS: STREET 1: 18 EAST 50TH STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3032940750 MAIL ADDRESS: STREET 1: 18 EAST 50TH ST STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RSTS CORP DATE OF NAME CHANGE: 19930328 8-K 1 bion8k.txt BION ENVIRONMENTAL TECHNOLOGIES 8-K (4/12/03) SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 12, 2003 --------------------------------- (Date of earliest event reported) Bion Environmental Technologies, Inc. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter Colorado 001-31437 84-1176672 ------------------------ --------------------- ------------------- (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 18 East 50th Street, 10th Floor, New York, NY 10022 ------------------------------------------------------ (Address and Zip Code of Principal Executive Offices) Registrant's telephone number including area code: (212) 758-6622 Item 5. Other Events. LIQUIDITY UPDATE. During the period from April 12, 2003 through June 6, 2003, Bright Capital, Ltd. ("Brightcap"), an entity owned and controlled by Dominic Bassani, a consultant whose services were provided to us as part of our management agreement with D2CO, LLC ("D2") (see discussion below), made further advances to us pursuant to the letter agreement attached hereto as Exhibit 99.1. These advances to us total approximately $445,000 as of June 6, 2003 and were made for the purpose of providing funds to allow us to be able to pay operating expenses that are critical to our operations, primarily consisting of salaries paid to retain critical personnel (which now consists of six employees), to take actions to protect and expand our intellectual property and to commence work on a system installation in Texas. Brightcap has agreed to lend us the money that we need (up to an amount not to exceed approximately $600,000, unless agreed otherwise) to pay these expenses as an additional loan on an as-needed basis (the "Brightcap Bridge Loan"), and to convert all of the amounts due under the Brightcap Bridge Loan to amounts that will become due under the same identical terms that the investors will receive in the first of a series of anticipated financings consisting of mandatorily convertible debt which are intended to be accomplished in 2003 through Bion Dairy Corporation, one of Bion's wholly-owned subsidiaries (the "Bion Dairy Financing"). Brightcap had lent us money in the past pursuant to a Secured Promissory Note dated March 28, 2003 (the "Secured Note"), and in connection with that loan we had granted Brightcap a security interest in certain of our tangible assets pursuant to a related Security Agreement (the "Security Agreement"). The Secured Note bears interest on the unpaid principal at the simple rate of six percent (6%) per annum, and all principal and accrued interest becomes payable on March 28, 2004. All of the amounts provided to us under the Brightcap Bridge Loan (plus prior advances from Brightcap, directly and/or indirectly through D2, since January 1, 2003 which had not been previously included in the Secured Note) were added as principal due under the existing Secured Note. All of the obligations due under the Secured Note will automatically and mandatorily convert to being an obligation under the Bion Dairy Financing contemporaneously with the issuance of the first convertible note under the Bion Dairy Financing; provided, however, that to the extent any funds are realized from the disposition of tangible assets under the existing Security Agreement, all of such funds will be utilized to reduce the amount due under the Secured Note and will not be converted (or, if received after the Secured Note has already been converted, such funds will be paid to Brightcap and applied to reduce the principal of the convertible notes received in the Bion Dairy Financing despite any prohibition on prepayment). As collateral for the Brightcap Bridge Loan, Bion and its subsidiaries have now granted Brightcap an additional security interest in all of their intellectual property, including without limitation, patents, patent applications, trade secrets and technical know-how (the "Intellectual Property Collateral") pursuant to an amendment to the existing Security Agreement. Brightcap has acknowledged that the Intellectual Property Collateral is exactly the same collateral that we plan to grant as security to note holders in connection with the Bion Dairy Financing. Accordingly, Brightcap has agreed that: (a) even though Brightcap was granted a security interest in the 2 Intellectual Property Collateral under the Brightcap Bridge Loan, Brightcap specifically consented to the anticipated granting of a security interest in the same collateral to the holders of notes under the Bion Dairy Financing after the date of the Brightcap Bridge Loan; (b) Brightcap will share its security interest in the Intellectual Property Collateral in pari pasu with the holders of any notes that are issued in the future pursuant to the Bion Dairy Financing; (c) Brightcap's security interest in the Intellectual Property Collateral will not be senior to the security interest granted to the holders of the notes under the Bion Dairy Financing, irrespective of the date(s) on which such security interests were granted; and (d) Brightcap will execute and deliver any documents reasonably requested by us and/or participants in the Bion Dairy Financing in that regard. Also, as of June 6, 2003, we owe approximately $900,000 to unsecured creditors in addition to the amounts that we currently owe to Brightcap as discussed above and $487,500 that we currently owe to The Trust Under Deferred Compensation Plan for D2CO, LLC (the "D2 Trust") for past management services. It should be noted, however, that the amounts currently owed by us to the D2 Trust will be converted into shares of our Common Stock (unless otherwise agreed in writing) upon the earlier to occur of (a) a $5 million or greater equity financing(s) by us, in which case the amount payable will be converted into shares of our Common Stock at the equity price of the financing (or, in the event that the $5 million in equity financing is obtained in a series of more than one financing, the price of the equity financing which pushes the aggregate total of the financings above $5 million), or (b) March 31, 2005, at the then current market price of our Common Stock. (Please see our Current Report on Form 8-K dated March 25, 2003). Although we are currently seeking other outside sources of capital, as of this date we have not been able to secure financing that is necessary for our current and future operations and there can be no assurance that sufficient funds will be available from external sources. Further, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significantly dilutive effect on our existing shareholders. Since we do not yet have the ability to generate cash flow from operations, we have substantially curtailed our current business activities and we may need to cease operations if we are not able to immediately raise capital from outside sources. This would have a material adverse effect on our business and our shareholders. WAIVER OF POST-CLOSING ADJUSTMENT PROVISIONS BY OAM AND CENTERPOINT Effective as of May 29, 2003, we and Centerpoint Corporation, our majority-owned subsidiary, entered into an agreement (the "OAM Agreement", a copy of which is attached hereto as Exhibit 99.2) with OAM, S.p.A., an Italian corporation ("OAM") which is the former parent of Centerpoint that sold to us its majority ownership interest in Centerpoint on January 10, 2002 pursuant to a series of agreements dated as of that date among us, OAM, Centerpoint and others (the "Transaction Documents"). The Transaction Documents contain certain Post-Closing Adjustment provisions that have made it economically undesirable for outside investors to provide investment capital to us which has resulted in our current severe financial difficulties. In the OAM Agreement, OAM has agreed to waive these "Post-Closing Adjustment" provisions as they would apply to any of our financings or other transactions or issuances. The OAM Agreement also clarifies certain disputed matters 3 between OAM and Centerpoint concerning costs and expenses related to certain litigation and arbitration claims in which Centerpoint owns a 35% interest. The OAM Agreement requires us to use our best efforts to cause Centerpoint to hold a special meeting of its stockholders in New York City within sixty days of May 29, 2003 for the purpose of seeking formal stockholder ratification of an existing agreement between us and Centerpoint effective February 12, 2003 (the "Amended Centerpoint Agreement," a copy of which is attached as Exhibit 99.3) in which Centerpoint also agreed, among other things, to waive certain "Post-Closing Adjustment" provisions contained in the Transaction Documents. The waiver of the subject Post-Closing Adjustment provisions by OAM in the OAM Agreement will not be effective unless Centerpoint stockholder ratification is obtained as discussed below. Bion has been informed by investment banking firms, potential outside investors and others that the Post-Closing Adjustment provisions contained in both the OAM Agreement and the Amended Centerpoint Agreement have made it economically undesirable for outside investors to provide capital to Bion. Bion believes that it is in the best interests of the Centerpoint stockholders to waive the subject Post-Closing Adjustment provisions because Centerpoint holds a significant number of Bion shares that may become worthless if Bion does not receive financing. Bion has been and continues to be unable to obtain needed outside financing due to the Post-Closing Adjustment provisions. Unless a majority of the Centerpoint stockholders (other than Bion) present at a meeting either in person or by proxy ratifies the Amended Centerpoint Agreement which, in addition to other matters, waives the Post-Closing Adjustment provisions, Bion's ability to obtain outside financing will be extremely limited. Upon ratification of the Amended Centerpoint Agreement by a majority of the Centerpoint stockholders (other than Bion) present at a meeting either in person or by proxy, the OAM Agreement also requires Bion, among other things, to pay (i) to OAM the sum of $80,000, and (ii) on behalf of OAM, the sum of $10,000 to reimburse OAM for certain of its legal fees incurred in connection with the negotiation of the OAM Agreement. Full and final payment of these amounts is a condition precedent to the effectiveness of OAM's waiver of the subject Post-Closing Adjustment provisions. The OAM Agreement also requires a third party to pay OAM the sum of $25,000 to purchase Bion shares from OAM. Additionally, in connection with the execution of the OAM Agreement, Bion and Centerpoint have agreed to allow a consultant to Bion which is an affiliate of OAM to receive its consulting fees (approximately $19,000) from Centerpoint's share of settlement proceeds, if any, of the Aprilia arbitration. We currently anticipate that a meeting of the Centerpoint stockholders will be held during the second half of July of this year for the purpose of seeking stockholder ratification of the Amended Centerpoint Agreement. TEXAS INSTALLATION During the second half of May, 2003 we commenced construction of a second generation Bion Nutrient Management System ("NMS") on the Devries dairy in Texas (which milks approximately 1150 cows) as a retrofit of the dairy's existing lagoon. We anticipate start-up to occur during the second half of June of this year. The purpose of this installation is to demonstrate the 4 capacity of our second generation NMS to remove nutrients (primarily nitrogen and phosphorus) from the waste stream. We consider the success of this system at the Devries Dairy in Texas to be extremely important in demonstrating the effectiveness of the Bion NMS. Item 7. Financial Statements and Exhibits. The following documents are filed as exhibits to this Form 8-K: Exhibit No. Description 99.1 Letter Agreement with Bright Capital, Ltd. 99.2 Agreement with OAM, S.p.A. 99.3 Amended Agreement with Centerpoint Corporation SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BION ENVIRONMENTAL TECHNOLOGIES, INC. Date: June 10, 2003 By: /s/ Mark A. Smith ------------------------------------- Mark A. Smith, President 5 EX-99 3 ex991.txt BION ENVIRONMENTAL TECHNOLOGIES 8-K (4/12/03) EX 99.1 EXHIBIT 99.1 Dominic Bassani Bright Capital Ltd. Dear Dominic: As you know, Bion Environmental Technologies, Inc. ("Bion," "we," "us" or "our") is currently experiencing a severe working capital deficit and is in the process of attempting to obtain additional capital that will be necessary to continue in business. You have informed us that you are currently engaged in discussions with potential investors on our behalf to help us obtain additional capital through a debt financing, but that it currently appears unlikely that the final terms of this financing will be negotiated and financing available this week. In the meantime, the Texas Devries Dairy Project, which we all agree is critical to establishing the credibility necessary for Bion to commence sales and generate revenues, has commenced and requires funding immediately. Additionally, funds are also needed by us for international patent filings, payroll and other pressing matters. Since the Devries Dairy Project, international patent filings, payroll, etc. cannot be delayed and Bion does not have the funds necessary to pay the associated expenses, you have agreed to lend us the money that we need to pay for the Devries Dairy Project, etc. as an additional loan on an as-needed basis ("Brightcap Bridge Loan"), and that you will convert all of the amounts due under the terms of the Brightcap Bridge Loan (which are set forth in this letter agreement) to amounts that will be due under the same identical terms that the investors will receive in the first of a series of anticipated financings consisting of mandatorily convertible debt which are intended to be accomplished in 2003 through Bion Dairy Corporation, one of Bion's wholly-owned subsidiaries (the "Bion Dairy Financing")during the next 30 days. You have lent us money in the past pursuant to a Secured Promissory Note dated March 28, 2003 (the Secured Note"), and in connection with that loan we have granted you a security interest in certain of our tangible assets pursuant to a related Security Agreement (the "Security Agreement"). All of the amounts provided to us under the Brightcap Bridge Loan (plus prior advances from Brightcap (directly and/or through D2 LLC) since January 1, 2003 which have not been previously included in the Secured Note) will be added as principal due under the existing Secured Note. All of the obligations due under the Secured Note will automatically and mandatorily convert to being an obligation under the Bion Dairy Financing contemporaneously with the issuance of the first convertible note under the Bion Dairy Financing; provided, however, that to the extent any funds are realized from the disposition of tangible assets under the existing Security Agreement, such funds will be utilized to reduce the amount due under the Secured Note and will not be converted( or, if received after the Secured Note has already been converted, such funds will be paid to Brightcap and applied to reduce the principal of the convetible notes received in the Bion Dairy Financing). As collateral for the Brightcap Bridge Loan, Bion and its subsidiaries will grant you an additional security interest in all of their intellectual property, including without limitation, patents, patent applications, trade secrets and technical know-how (the "Intellectual Property Collateral") pursuant to an amendment to the existing Security Agreement, but you acknowledge that this is exactly the same collateral that is anticipated to be granted as security to note holders in connection with the Bion Dairy Financing. Accordingly, you agree that: (a) even though you are being granted a security interest in the Intellectual Property Collateral under the Brightcap Bridge Loan, you specifically consent to the granting of a security interest in the same collateral to the holders of notes under the Bion Dairy Financing after the date of the Brightcap Bridge Loan, (b) you will share your security interest in the Intellectual Property Collateral in pari pasu with the holders of the notes issued pursuant to the Bion Dairy Financing as such notes are issued in the future, (c) your security interest in the Intellectual Property Collateral will not be senior to the security interest granted to the holders of the notes under the Bion Dairy Financing, irrespective of the date of filing and (d) you will execute and deliver any documents reasonably requested by investors in that regard. Please acknowledge your agreement to the terms set forth in this letter, by executing your signature in the space provided below. Sincerely, BION ENVIRONMENTAL TECHNOLOGIES, INC. By: _____________________________________ Mark Smith, President AGREED AND ACCEPTED BY: BRIGHT CAPITAL, LTD. By: _____________________________________ Dominic Bassani EX-99 4 ex992.txt BION ENVIRONMENTAL TECHNOLOGIES 8-K (4/12/03) EX 99.2 EXHIBIT 99.2 AGREEMENT This Agreement is made and entered into effective the __ day of May, 2003 by and among Bion Environmental Technologies, Inc., a Colorado corporation ("Bion"), Centerpoint Corporation, a majority-owned subsidiary of Bion which is a Delaware corporation ("Centerpoint") and OAM, S.p.A., an Italian corporation ("OAM"). WHEREAS, OAM is the former parent of Centerpoint and sold Bion its majority ownership interest in Centerpoint on January 10, 2002 pursuant to a series of agreements dated as of that date by and among Bion, OAM, Centerpoint and others (hereinafter collectively referred to as the "Transaction Documents"); and WHEREAS, the Transaction Documents contain certain "Post-Closing Adjustment" provisions that have made it economically undesirable for outside investors to provide capital to Bion; WHEREAS, Bion has received verbal commitments for investment of at least $700,000 to finance its opening an operating test facility in Texas, subject to the waiver of the Post-Closing Adjustment provisions (the "Financing"); WHEREAS, Bion is fairly confident of having arranged additional funding of $1.25 million expected to close during November 2003, subject to successful completion of systems testing at the Texas facility and publication of the results therefrom; WHEREAS, subject to the representations, warranties, terms and conditions set forth herein, the parties hereto believe that it is in their respective and collective best interests to enter into this Agreement in order to facilitate Bion's efforts to obtain necessary capital under current market conditions; NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: (1) Subject to paragraphs 2 and 5 below, and to the receipt by OAM of full and final payment of $25,000 under that certain Stock Transfer Agreement, dated as of May 27, 2003, between OAM and Anthony Orphanos (the "STA"), Section 1.2 of that certain Stock Purchase Agreement dated as of January 10, 2002 by and between OAM and Bion (the "OAM Stock Purchase Agreement") is hereby waived as it would apply to the Financing and any financings or other transactions or issuances thereafter. Without limiting the foregoing and for avoidance of doubt, Bion acknowledges and agrees that in the event full and final payment under the STA is not made pursuant to its terms, Bion shall be required to honor Section 1.2 of the OAM Stock Purchase Agreement as it applies to the Financing, including any closing of the Financing that may then have already occurred, in addition to any other rights OAM may have under such provision. (2) Bion represents and warrants that on or before closing of the Financing, all other existing holders of Bion securities as of such date shall have agreed to waive the applicability to the Financing and any future financing of any anti-dilution, penalty or post-closing adjustment rights or similar protections which might otherwise be applicable to the Financing. If and to the extent Bion directly or indirectly extends to any such holders any protection against dilution, Bion shall make such adjustment to the Bion securities held by OAM or issue to OAM such additional shares, or undertake obligations to do so, such that on an equitable basis OAM is accorded anti-dilution protection no less favorable than that accorded such other holder. The representations, warrantees and covenants in this paragraph shall be deemed a condition to the effectiveness of paragraph 1 above. (3) The parties acknowledge that (a) under Section 3(1) of that certain Assignment of Assignment of Claims Agreement and Section 2(1) of that certain Assignment of Assignment of Escrow Agreement, both of which agreements are dated January 10, 2002 and are by and between Bion and OAM and which are binding on Centerpoint in certain respects (together, the "Assignment Agreements"), OAM is entitled to reimbursement of 35% of certain fees and expenses, and (b) that OAM is entitled to reimbursement of 100% of certain other fees accrued by OAM or its parent companies for the benefit of Centerpoint (together, the reimbursable amounts under clauses (a) and (b) being, the "Legal Reimbursements"). The parties agree that the amount of the accrued and unpaid Legal Reimbursements through the date hereof is as set forth on Exhibit A attached hereto. Additionally, the parties acknowledge that Deloitte & Touche is owed by OAM $25,000, towards which Centerpoint Corporation will pay OAM $12,500 (such amount being the "Outstanding Accounting Accrual") as provided below. Centerpoint acknowledges that such amount is separate and distinct from, and agrees that it will not use payment of the Outstanding Accounting Accrual as a defense to or set-off against, any other sums which Deloitte & Touche may claim are owed to it by Centerpoint. The parties agree that OAM shall be entitled to have disbursed to it, rather than Centerpoint Corporation, any settlement proceeds or other proceeds otherwise payable to Centerpoint based upon its thirty-five percent ownership of the claims subject of the Assignment Agreements, until such time as the amount of such disbursements equals the sum of the Legal Reimbursements accrued through such date and the Outstanding Accounting Accrual. The parties acknowledge that payment of Legal Reimbursements thereafter shall continue to be governed by the terms of the Assignment Agreements. (4) Bion and Centerpoint hereby agree to use their respective and collective best efforts to cause Centerpoint to hold a special meeting of its stockholders in New York City within sixty days after the date on which this Agreement is executed by all of the parties hereto for the purpose of seeking formal stockholder ratification of that certain Agreement between Bion and Centerpoint dated February 12, 2003, a copy of which is attached hereto as Exhibit B (the "Centerpoint Agreement"). OAM hereby agrees that it will not vote its shares against such ratification at the special meeting. For purposes of clarification, Bion agrees that Paragraph 2a) of the Centerpoint Agreement shall only be deemed to apply to: a) Section 2.4 of the Subscription Agreement between Centerpoint and Bion, and b) Section 1.2 of the Registration Rights Agreement between Centerpoint and Bion; and not to any other agreement between or among them. (5) Bion shall pay (i) to OAM the sum of $80,000, and (ii) on behalf of OAM, to Kramer Levin Naftalis & Frankel LLP the sum of $10,000 (towards legal fees incurred from March 2003 through the date hereof in connection with the negotiations of the parties), by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in Exhibit B attached hereto within two business days after formal ratification of the Centerpoint Agreement by a majority of the Centerpoint stockholders that are present (in person or by proxy) at the Centerpoint stockholder meeting other than Bion. Full and final payment of such amounts in accordance with the requirements of this paragraph 5, shall be a condition precedent to effectiveness of paragraph 1 above. (6) The parties may not amend this Agreement except in a written instrument that is executed by an authorized officer of each of the parties hereto. (7) This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. (8) This Agreement and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to its statutes relating to conflicts of laws. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. Bion Environmental Technologies, Inc., a Colorado corporation By: /s/ Mark A. Smith ------------------------------------- Authorized Officer Centerpoint Corporation, a Delaware corporation By: /s/ Mark A. Smith ------------------------------------- Authorized Officer OAM, S.p.A., an Italian corporation By: /s/ Mark S. Hauser ------------------------------------- Authorized Officer Exhibit A Legal Reimbursements Advances to date in respect of which OAM is entitled to 100% reimbursement: Traverso (Perotto) Euro 15,230 Accrued and unpaid to date, to which OAM is entitled to 35% reimbursement: Traverso (Perotto) Euro 14,970 Total "Legal Reimbursements" to date: 15,230 + (14,970 X 35%) = Euro 20,469.5 Exhibit B Wire Transfer Instructions OAM ABA #: 031207607 Account #: 80-2136-7019 Account Name: Trident Rowan Group Inc OAM Contact: Maria Quintana Kramer Levin Naftalis & Frankel LLP To: Citibank, N.A. Citicorp Center 153 E. 53rd Street NY, N.Y. 10043 ABA #: 021000089 Account: Kramer Levin Naftalis & Frankel LLP Money Market A\C 37613572 Contact: Margaret King (212) 559-0030 EX-99 5 ex993.txt BION ENVIRONMENTAL TECHNOLOGIES 8-K (4/12/03) EX 99.3 EXHIBIT 99.3 AMENDED AGREEMENT It is agreed by and between Bion Environmental Technologies, Inc. ("Bion") and Centerpoint Corporation ("CPTX"), effective as of February 12, 2003, that the prior agreement dated February 12, 2003 (which was not ratified by the Board of Directors of either of Bion and CPTX) be amended to read as follows: 1. Bion shall: a) cancel all sums owed to Bion by CPTX as of February 12, 2003; b) return 1,000,000 warrants of CPTX for cancellation; c) use its best efforts to assist CPTX in the distribution of Bion common stock owned by CPTX (the "Shares") to CPTX's shareholders; d) provide (pursuant to existing agreements) the services of Bion's management personnel and staff, together with office space, through a date no earlier than 30 days after distribution of the Shares to CPTX's shareholders ; and e) advance to CPTX such sums as are reasonably needed to pay direct expenses related to distribution of the Shares and the holding of a CPTX shareholders' meeting. 2. a) CPTX shall cancel all "ratchet" and "penalty" provisions in existing agreements between Bion and CPTX ; 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. 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 Amended Agreement. Bion Environmental Technologies, Inc. Centerpoint Corporation By: /s/ Mark Smith, President By: /s/ Mark Smith, President --------------------------------- ------------------------------ Authorized Officer Authorized Officer Dated: April 23, 2003 Dated: April 23, 2003 -----END PRIVACY-ENHANCED MESSAGE-----