EXHIBIT 10.10
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/ Xxxx Xxxxx, President By: /s/ Xxxx Xxxxx, President
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Authorized Officer Authorized Officer
Dated: April 23, 2003 Dated: April 23, 2003
