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Consulting/Engagement Agreement

This is an actual contract by Bion Environmental Technologies.

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Sectors: Chemicals
Governing Law: Colorado , View Colorado State Laws
Effective Date: May 21, 1999
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Exhibit 10.1


This Agreement effective as of May 21, 1999, by and between Bion Environmental Technologies, Inc. ("Company"), and LoTayLingKyur, Inc. ("LTLK") and Mark A. Smith ("MAS").

WHEREAS, the Company desires that MAS act as Chairman and Executive Committee member and director of the Company; and

WHEREAS, MAS is employed by LTLK; and the Company agrees to retain the services of MAS with the consent of LTLK upon the conditions contained in this Agreement;

AND WHEREAS, MAS and LTLK desire to provide services to the Company under such conditions;

NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the Company does hereby agree to engage MAS and MAS does hereby agree to be engaged by the Company, upon the terms and conditions set forth in the following paragraphs:

1. Engagement Period. The Company hereby engages MAS for the period commencing
May 21, 1999 and ending December 31, 2001 ("Engagement Period") to serve as
Chairman, director, and Executive Committee member with the Company and to
render such other services in an executive capacity as the Company shall
reasonably require. MAS hereby agrees to remain in the service of the
Company for the Engagement Period, subject to the provisions of this

2. Duties. MAS agrees that at all times during the Engagement Period he will
faithfully and diligently endeavor to promote the business and business
interests of the Company. This Agreement shall not restrict MAS from
engaging, directly or indirectly, in any business or activity which is not
competitive with the business of the Company; provided, however, that such
additional business or activity does not interfere with nor is inconsistent
with the performance by MAS of his duties under this Agreement.

3. Compensation and Benefits. Subject to the provisions of this Agreement,
during the Engagement Period, compensation for MAS' services shall be as

a.) LTLK shall earn an aggregate fee of $626,667 for the entire term
payable by: issuance to LTLK of (1) a convertible promissory note
("Note") with an initial principal amount of $626,667, in the form of
Exhibit 1, and (2) 626,667 X warrants in the form attached hereto as
Exhibit 2.

b.) The Company agrees that (1) all warrants of the Company held by LTLK
and/or Dublin Holding, Ltd. ("DHL") other than Z warrants shall become
X warrants with no adjustment for the stock/warrant dividend declared
May 21, 1999.

c.) To the extent that MAS and/or LTLK incur expenses on behalf of the
Company or advance funds to the Company subsequent to May 21, 1999:

i.) The funds shall be added to the principal of the Note.

ii.) LTLK shall be issued one Class X warrant for each $1.00 added to
the principal of the Note.

d.) The outstanding obligations of the Company to LTLK shall be replaced
by a promissory note identical to the Note except as to principal
amount. Exhibit 10.1

e.) All Z warrants issued to LTLK between April 1, 1999 and May 21, 1999
shall become X warrants.

f.) The Board of Directors of the Company will review the compensation
herein no less than once per year with a view to making such increases
in LTLK's compensation or declaring such bonuses or other benefits as
may be merited and warranted in light of factors considered pertinent
by the Board of Directors.

g.) MAS shall receive free of cost parking for his automobile; health,
hospitalization and life insurance with coverage exceeding or equal to
that now in force through the Company; as well as such other benefits
as the Board may deem appropriate from time to time.

4. Expenses. All reasonable and necessary expenses incurred by MAS and/or LTLK
in the performance of MAS's duties under this Agreement, including but not
limited to expenses for entertainment, travel, and similar items, shall be
paid by the Company as set forth above upon receipt of appropriate
documentation of such expenses. Company shall provide, at its expense, MAS
with office space as necessary and secretarial, legal, accounting, and
other services as may be necessary to properly support MAS's performance of
his duties and to operate in the best interests of the Company.

5. Disability of MAS. In the event of the disability of MAS (as defined
herein) prior to the expiration of the Engagement Period, MAS shall
nevertheless continue to be compensated as set forth above. For purposes of
this Agreement, MAS shall be deemed to be fully disabled if, because of
illness or other physical or mental condition, he is unable to fully
perform all of his duties under this Agreement for two successive months.
In the event that he is unable to perform all or a portion of the duties
required under this Agreement for short periods of time aggregating over
two months in any twelve successive calendar months, he shall be deemed to
be partially disabled. The compensation and benefit period shall run from
the time disability commenced until MAS's condition improves sufficiently
to permit him to fully perform his duties, after which date he must be
available at the Compan
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