CENTERPOINT CORPORATION, BION                   )
ENVIRONMENTAL TECHNOLOGIES, INC., for           )
themselves,                                     )
               - and -                          )
                                                )
RICHARD ANDERSON and JOSEPH FOGLIA, on          )
behalf of themselves and all others similarly   )
situated,                                       )  Civil Action No. 2968-VCP
                         Plaintiffs,            )
               -v.                              )
                                                )
COMTECH GROUP, INC. (f/k/a TRIDENT ROWAN        )
GROUP, INC.), OAM S.p.A., INVESTEC ERNST &      )
COMPANY, MARK S. HAUSER, HOWARD CHASE, GIANNI   )
BULGARI, MARK SEGALL, WILLIAM SPIER, EMMANUAEL  )
ARBIB and TAMARIX CAPITAL CORPORATION,          )
                                                )
                         Defendants.            )

STIPULATION AND AGREEMENT OF
COMPROMISE, SETTLEMENT AND RELEASE

The parties to the above captioned action (the "Action"), by and through their respective attorneys, propose the following Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation" or "Settlement Agreement") for approval by the court in the Action (the "Court"):

WHEREAS:

(A). Plaintiffs Richard Anderson and Joseph Foglia (together, the "Representative Plaintiffs") are stockholders of Plaintiff Bion Environmental Technologies, Inc. ("Bion") and together have held their Bion stock at all relevant times. Plaintiff Centerpoint Corporation ("Centerpoint") is a Delaware corporation that is currently majority-owned by Bion. Bion, Centerpoint and the Representative Plaintiffs are collectively referred to herein as the "Plaintiffs." Mark Smith is a resident of the State of Colorado, and has acted at various times as an officer, director, employee, and/or shareholder of Centerpoint and/or Bion. (Whenever this Stipulation refers to 'Mark Smith," the Stipulation refers to Mr. Smith both in his individual capacity and in all capacities, whether as an officer, director, employee, shareholder, and/or otherwise, that he has held with respect to Centerpoint and/or Bion.)

(B). Individual defendants Mark S. Hauser ("Hauser"), Howard Chase ("Chase"), William Spier ("Spier"), and Gianni Bulgari ("Bulgari") are former directors of Centerpoint, and are sometimes referred to herein as the "Centerpoint Director Defendants." Defendant Emmanuel Arbib ("Arbib") is also a former director of Centerpoint who resigned his position prior to January 2002.

(C). Defendant Mark Segall ("Segall") was at all relevant times a Senior Vice President and director of investment banking at defendant Investec Ernst & Company ("Investec"), which was a financial advisor to Centerpoint.

(D). Defendant Tamarix Capital Corporation ("Tamarix") is a Delaware corporation that is owned by Defendant Hauser, who is also Tamarix's managing director. Tamarix previously was engaged as a consultant to Bion during the relevant time period.

(E). Defendant Comtech Group, Inc. (f/k/a Trident Rowan Group, Inc.
["TRG"]) is the parent company of Defendant OAM, S.p.A. ("OAM"), which in turn owned a 57.7% interest in Centerpoint at all pertinent times prior to January 2002. The Centerpoint Director Defendants and Defendants Arbib and Segall were at all relevant times directors and/or officers of TRG and/or its subsidiary OAM. In May 2004, TRG entered into a merger agreement which closed during July 2004 at which time TRG's name was changed to Comtech Group, Inc. ("Comtech") (TRG and Comtech are collectively referred to in this Stipulation as "TRG/Comtech." TRG/Comtech, OAM, the Centerpoint Director Defendants, Arbib, and Segall are collectively referred to herein as the "TRG Group.")

(F). TRG/Comtech, Investec, and Tamarix are collectively referred to herein as the "Defendants."

(G). In August/September 2000, Centerpoint sold all of its operating subsidiaries to an Italian corporation, Aprilia S.p.A ("Aprilia"). After the sale of these operating subsidiaries, Centerpoint's assets consisted mainly of the $13 to $14 million (after paying all loans and preferred stock) of cash generated by those sales.

(H). As part of the transaction in which Centerpoint sold its operating subsidiaries to Aprilia, an escrow account (the "Aprilia Escrow") was established at an Italian financial institution. The purpose of the Aprilia Escrow was to provide funds to cover certain claims that might be asserted against Centerpoint or Aprilia. The agreement between Centerpoint and Aprilia that established the Aprilia Escrow states that if any funds remain in the Aprilia Escrow on a specified date in 2007, then all such funds shall be delivered to Centerpoint. As of the date of this Settlement Agreement, certain funds are remaining in the Aprilia Escrow.

(I). Plaintiffs contend that, in 2000 and later years, the Defendants, through the Centerpoint Director Defendants, took certain actions with respect to Centerpoint that breached their fiduciary duties to and caused injury to Centerpoint and to the minority shareholders of Centerpoint. Such actions are described in greater detail in the Complaint (as defined below), and such actions include without limitation the award of certain severance packages that the Plaintiffs contend to have been excessive, the allegedly improper approval of certain loans to one or more of the members of the TRG Group, the alleged failure to make certain filings for Centerpoint with the United States Securities and Exchange Commission, and the allegedly inappropriate diversion of assets from Centerpoint to one or more members of the TRG Group. Plaintiffs further contend that in 2001 and later years, the

Defendants breached their fiduciary duties to and caused injury to Bion and to the shareholders of Bion. Such actions are described in greater detail in the Complaint (as defined below), and such actions include without limitation the approval of certain consulting agreements, the allegedly improper handling of an Adjustment Provision (as defined in the Complaint) that allegedly interfered with the ability of Bion to obtain financing, and the allegedly improper handling of certain Claims that were owned by Centerpoint and of the settlement of those Claims (as defined in the Complaint). On January 16, 2002, Centerpoint announced that it had entered into a transaction in which Centerpoint, among other things, paid $8.5 million to Bion, and Centerpoint acquired 19 million shares of the stock of Bion (the "Bion Investment"). The Bion Investment and certain related transactions gave rise to claims that have been the subject of an action, titled TCMP 3 Partners LLP et. al. v. Mark S. Hauser, et. al., C.A. No. 170-N, which action was commenced in the Court in January 2004 (the "TCMP Action"). Taken together, all of the transactions that are referred to in this paragraph (including without limitation the Bion Investment) and/or that are alleged in the Complaint to have been entered into and/or approved by the Defendants and to have caused injury to Centerpoint, or to Bion, or to the shareholders of Bion, are referred to herein as the "Centerpoint and Bion Transactions."

(J). Plaintiffs subsequently made known to Defendants their belief that certain potential claims for breach of fiduciary duties existed against the Defendants in connection with the Centerpoint and Bion Transactions, and other matters more fully described in the Complaint that will be filed in the Court at the same time as this stipulation is filed. The parties to this Action subsequently engaged in extensive arm's length discussions and negotiations relating to a settlement of the Action. (In this Stipulation, the terms "Party" and/or "Parties" refer to all persons and entities that either (i) are named as parties in this Action or (ii) have executed this Stipulation, whether through counsel or otherwise, and thus have agreed to be bound by one or more provisions of this Stipulation.) These negotiations took place during the pendency of the TCMP Action. The TCMP Action, which, as of the date of this Settlement Agreement, is still pending before the Court, asserted derivative claims on behalf of Centerpoint and class claims on behalf of a defined class of Centerpoint stockholders (the "TCMP Action Class"). The TCMP Action involves claims relating to certain of the Centerpoint and Bion Transactions, among other things. In July 2004, the plaintiff in the TCMP Action reached a tentative agreement to settle the TCMP Action, subject to Court approval, with certain defendants in that action that are also Defendants in this Action (the "Initial Settlement"). The Initial Settlement, as of the date of this Settlement Agreement, has not yet been approved by the Court. In October 2004, the plaintiff in the TCMP Action for the first time added claims against Bion and against certain other newly added defendants.

(K). The Defendants threatened to add David Mitchell ("Mitchell") and Barry Fingerhut ("Fingerhut"), who were former directors of Bion (Mitchell only) and Centerpoint (Mitchell and Fingerhut), as third-party defendants in any action brought by Bion, Centerpoint, or Bion shareholders.

(L). Following negotiations occurring from September 2005 to January 2006, the Parties to this Action, together with Mitchell, Fingerhut, Mark

Smith, and the plaintiff in the TCMP Action, reached an agreement in principle, subject to Court approval, to resolve this matter (the "Settlement") and to reach a final resolution of the TCMP Action (the "TCMP Action Settlement"). The Settlement, on behalf of Centerpoint and Bion and the Class for which this Action was brought, is memorialized in this Stipulation.

(M). Although Plaintiffs believe that the claims asserted in the Action have merit, they also believe that the Settlement will provide benefits to the Class (as defined below), to Centerpoint, and to Bion, and that such benefits are substantial, immediate, and sufficient when weighed against the attendant risks of continued litigation to warrant resolution of the Action. In addition to the financial benefits provided by the Settlement to the Class, to Centerpoint and to Bion, the Plaintiffs and their counsel have considered the expense and length of time necessary to prosecute the Action through trial, the defenses available to Defendants, the uncertainties of the outcome of the Action, and the fact that resolution of the Action, if the Court found in Plaintiffs' favor, would likely be submitted for appellate review, as a consequence of which it could further delay a final adjudication of the Action. In light of these considerations, the extensive arms' length settlement negotiations, and the Plaintiffs' Counsel's investigation and thorough review of the available evidence including documents available to Bion and discussions with Mark Smith, and the legal principles applicable in this Action, the Plaintiffs and their counsel have determined that the terms of the Settlement are fair, reasonable, and adequate, and that it is in the best interests of the Class, Centerpoint and Bion to settle the Action on the terms set forth herein.

(N). Although the Defendants have denied, and continue to deny, that any of them has violated any law or breached any duty owed to Centerpoint or to Bion or to the members of the Class, the Defendants also consider it to be desirable that the Action be settled and dismissed, subject to the terms and conditions herein, because the Settlement will (i) halt the substantial expense, inconvenience and distraction of continued litigation of Plaintiffs' claims, and (ii) finally put to rest all claims of Class members, Centerpoint, and Bion arising out of, or relating in any way to, the Centerpoint and Bion Transactions.

NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO AND AGREED, by and among the undersigned individuals and/or counsel, on behalf of their respective clients and the Class, and subject to certification of the Class for the purposes of this Stipulation and the approval of the Court pursuant to Chancery Court Rule 23, that the Action shall be settled, compromised, and dismissed as to all the Defendants and all other Released Parties, with prejudice and without court costs to any party (except as stated below), upon and subject to the following terms and conditions:

ADDITIONAL DEFINITIONS

1. As used in this Stipulation and the related documents annexed hereto as exhibits, which exhibits are incorporated by reference in this Stipulation, the following terms (not already defined in the recitals set forth above) shall have the meanings set forth below:

(a) "January 2002 Class" means all shareholders who owned shares of the common stock of Bion at the close of trading on January 15, 2002, or who owned debt in Bion at the close of business on January 15, 2002, that was subsequently converted into shares of the common stock of Bion. Excluded from the January 2002 Class are the Defendants, as well as any person, firm, trust, corporation or other entity affiliated with any of the following: (i) the Defendants; or (ii) the Released Parties (as defined below).

(b) "Class of Current Shareholders" means all shareholders who owned the common stock of Bion at the close of trading on May 11, 2007. Excluded from the Class of Current Shareholders are the Defendants, as well as any person, firm, trust, corporation or other entity affiliated with any of the following: (i) the Defendants; or (ii) the Released Parties (as defined below). (In this Stipulation, the January 2002 Class and the Class of Current Shareholders are collectively referred to as the "Class.")

(c) "Class Counsel" or "Plaintiff's Counsel" means Krys Boyle, P.C. and Richards, Layton & Finger, P.A.;

(d) "Defendants' Counsel" means Kramer Levin Naftalis & Frankel LLP and Ashby & Geddes, P.A.

(e) The "Effective Date" of this Settlement shall be the day after the day on which the Order and Final Judgment described in Paragraph 14 becomes Final;

(f) An order of the Court becomes "Final" on (a) the date on which the time for an appeal from that order has expired without any notice of appeal having been filed, or (b) if there is an appeal of such order, the date of final affirmation thereof. In addition, the Order and Final Judgment shall not become Final until, if separately ordered, any orders awarding fees and expenses to Class Counsel have become Final;

(g) "Hearing Date" means the date set by the Court to consider whether the Settlement shall be approved;

(h) "Notice" means the form of the Notice of Pendency of Class Action, Class Action Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear, a copy of which is attached hereto as Exhibit A;

(i) "Person" means, without limitation, any individual, corporation, partnership or other entity, and his, her or its legal representative;

(j) "Released Parties" means TRG/Comtech, Investec, OAM, Arbib, Hauser, Chase, Spier, Segall, Bulgari, Tamarix, Mitchell, Fingerhut, and any other party that received a release in the TCMP Action and who is not a current officer or director of Bion, and each of their respective present, former, and/or future officers, directors, employees, agents, attorneys, accountants, insurers and reinsurers (including, but not limited to, Zurich American Insurance Company as the issuer of Policy No. DOC 5258231 00 and

United States Fire Insurance Company), representatives, affiliates, associates, parents and subsidiaries and each of their respective heirs, executors, administrators, successors and assigns;

(k) "Released Claims" means any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, that have been or could have been asserted in the Action or in any court, tribunal or proceeding (including, but not limited to, any and all claims arising under federal or state law relating to alleged fraud, breach of duty, negligence, violations of any federal securities laws or otherwise) by or on behalf of any Party to the Action and/or any member of the Class, whether individual, class, derivative, representative, legal, equitable, or other type, or in any other capacity, against any of the Released Parties, which have arisen from any of the facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series thereof, embraced, involved, set forth in, or otherwise related to the Complaint filed in the Action, or that arise from or relate to, in any way, directly or indirectly, any one or more of the Centerpoint and Bion Transactions or any one or more of the actions of any one or more of the Released Parties concerning or in connection with Centerpoint or Bion; provided however that the Released Claims shall not include the right to enforce the terms of the Settlement as finally approved by the Court; and

(l) The "Plan of Allocation" means the contemplated distribution of the Net Settlement Proceeds consistent with paragraph 4, below.

DEFENDANTS' SETTLEMENT PAYMENT

2. To resolve the Released Claims, TRG/Comtech and OAM shall surrender
(a) 100% of all shares and warrants in Bion and Centerpoint held by TRG/Comtech and OAM, which includes 144,240 shares of Bion common stock and a warrant to purchase 100,000 shares of Bion common stock (the "Bion Warrants") (upon final approval of this settlement, Bion has agreed to remove the collar provision in this warrant), (b) 100% of all shares in Centerpoint held by TRG/Comtech and OAM (which includes 140,000 shares of Centerpoint common stock), (c) 100% of the rights, title, and interest that TRG/Comtech and/or OAM has to and in the Aprilia Escrow, and (d) 100% of the rights, title, and interest that TRG/Comtech and/or OAM has to and in any proceeds from, litigation related to, settlement of, or other resolution of any claims to the Aprilia Escrow (an "Aprilia Action"). Such shares, warrants, and assignment of rights, title and interest in the Aprilia Escrow and any Aprilia Action shall constitute the "Defendants' Settlement Proceeds." The Defendants' Settlement Proceeds shall be delivered to Plaintiffs' Counsel on the Effective Date of this Settlement. The Plaintiffs and the Defendants shall enter into such other agreements and shall execute such other documents as shall be reasonably required to effect the transfer of Defendants' Settlement Proceeds that is called for by this Stipulation. On the Effective Date, Plaintiffs' Counsel shall disburse any or all of the Defendants' Settlement Proceeds consistent with the terms of this Stipulation and any applicable securities laws.

PAYMENT BY MITCHELL'S INSURANCE CARRIER

3. To resolve the Released Claims, Mitchell's Insurer, U.S. Fire Insurance Co. ("U.S. Fire") shall pay a total of $150,000 into the trust account maintained by Krys Boyle, P.C. (the "Insurance Proceeds"). Those Insurance Proceeds shall be paid within ten (10) business days following U.S. Fire receiving notice of the entry of the preliminary order scheduling the Settlement Hearing and approving the form of Notice (the "Scheduling Order"). Promptly upon entry of the Scheduling Order, Plaintiffs' Counsel shall give notice of the Scheduling Order to U.S. Fire. On the Effective Date, Plaintiffs' Counsel shall disburse any or all of the Insurance Proceeds consistent with the terms of this Stipulation.

PLAN OF DISTRIBUTION AND AWARD OF ATTORNEY'S FEES

4. (A) Krys Boyle, P.C. had agreed with the Plaintiffs that it shall file a fee application for 10 percent of the Defendants' Settlement Proceeds (by accepting 10 percent of each component part of the Defendants' Settlement Proceeds) and 10 percent of the Insurance Proceeds. The 10 percent of the Defendants' Settlement Proceeds and 10 percent of the Insurance Proceeds would be in addition to a reduced hourly billing rate that Krys Boyle, P.C. has billed to Bion and Centerpoint in connection with pursuit of the claims in this Action and in defense of the TCMP Action. In addition, Plaintiffs have agreed that Wolf Popper LLP, counsel for TCMP, may file a fee application for $20,000 in connection with this matter. All of the Parties to this Stipulation have agreed not to object to Wolf Popper's fee application for $20,000, and not to solicit, directly or indirectly, any objections to that fee application.

(B) A portion of the Net Settlement Proceeds (defined to include the Defendants' Settlement Proceeds, as described in paragraph 2, plus the Insurance Proceeds, less attorneys' fees as set forth above) shall be distributed to Centerpoint and Bion to settle their respective direct claims, in the following manner:

(i) Bion shall receive $85,000 and 70% of the assignment, pursuant to this Stipulation, of the rights, title, and interest of TRG/Comtech and/or OAM in the Aprilia Escrow and the Aprilia Action.

(ii) Centerpoint shall receive $25,000 and 20% of the assignment, pursuant to this Stipulation, of the rights, title, and interest of TRG/Comtech and/or OAM in the Aprilia Escrow and the Aprilia Action.

(C) The Class of Current Shareholders shall receive no additional consideration other than the indirect consideration that Bion is receiving in this settlement.

(D) The January 2002 Class shall receive $5,000 for administrative expenses and the remaining securities which would include (after subtracting Krys Boyle, P.C.'s ten-percent) 90% of the Bion shares that are part of the Defendants' Settlement Proceeds, 90% of the Centerpoint shares that are part of the Defendants' Settlement Proceeds, and 90% of the Bion warrants that are part of the Defendants' Settlement Proceeds (collectively the "Class Net Settlement Proceeds").

(E) The Class Net Settlement Proceeds shall be distributed in accordance with the Plan of Allocation that is attached hereto as Exhibit B.

RELATION TO OTHER SETTLEMENTS

5. This Settlement is contingent upon the Court's approval of the settlement of the TCMP Action, including any modifications to that settlement that may be agreed upon by the parties to the TCMP Action (the "Final TCMP Settlement"), and to the Final TCMP Settlement becoming final.

6. The Plaintiffs and Mark Smith agree that (a) they shall withdraw or cause the withdrawal of all pending objections to the Initial Settlement of the TCMP Action, and they shall not solicit, directly or indirectly, any objections to the Initial Settlement of the TCMP Action, (b) they shall not object to or solicit, directly or indirectly, any objections to the Final TCMP Settlement or to any renewed or revised settlement of the TCMP Action,
(c) they shall not object to or solicit, directly or indirectly, any objections to the Settlement of this Action, and (d) with respect to the Released Claims that are the subject of this Stipulation, they shall not solicit, directly or indirectly, any other person to assert any one or more of the Released Claims against any one or more of the Released Parties.

SCHEDULING ORDER

7. As soon as practicable after this Stipulation has been executed, the parties hereto shall jointly apply to the Court for approval of the Scheduling Order, in the form attached hereto as Exhibit C:

(a) Preliminarily certifying the Class, pursuant to Chancery Court Rule 23(b)(1) and 23(b)(2) for settlement purposes; preliminarily certifying the Representative Plaintiffs as being representative of the Class; preliminarily certifying Plaintiff's Counsel as counsel for the Class;

(b) Directing that a hearing be held by the Court (the "Settlement Hearing") to determine, among other things:

(i) whether the Court should approve the Settlement (including the Plan of Allocation referred to herein) and enter an Order and Final Judgment dismissing the Action pursuant to Chancery Court Rule 23(e) with prejudice and on the merits, each party to bear its own costs (except as expressly provided herein), and extinguishing and releasing any and all Released Claims as against any and all Released Parties;

(ii) whether, in the event that the Court approves the Settlement, to grant Class Counsel's application for an award of attorneys' fees and for the reimbursement of expenses that they may make in accordance with the Stipulation;

(iii) whether the Class should be permanently certified; and

(iv) such other matters as the Court may deem necessary and appropriate.

(c) Approving the form of the Notice and providing that a copy of the Notice, substantially in the form attached hereto as Exhibit A, shall be mailed by the Defendants at least forty-five (45) days prior to the Settlement Hearing, in the name of the Register in Chancery or by the direction of the Court, to all Class members at their last known addresses appearing in the records maintained by or on behalf of Bion;

(d) Determining that the procedure for providing the Notice to the Class is sufficient under the circumstances and consistent with the provisions of Chancery Court Rule 23 and the requirements of due process;

(e) Directing that members of the Class must submit objections, if any, to the Settlement and/or to the application by Class Counsel for an award of fees and reimbursement of expenses, in the manner enumerated in the Notice, on or before a date to be fixed by the Court, and

(f) Requesting all record holders in the Class who were not also the beneficial owners of the shares of Bion held by them of record to forward the Notice to such beneficial owners of those shares. Additional copies of the Notice will be made available to record holders for this purpose upon request.

NO RIGHT TO OPT-OUT OF CLASS

8. Members of the Class shall not have the ability to opt-out of the Class. Rather, the Class Net Settlement Proceeds and Insurance Proceeds shall be distributed to Class Members in accordance with the Plan of Allocation, described below.
NOTICE AND ADMINISTRATION COSTS

9. The Defendants shall give Notice to the Class. For purposes of providing such Notice, the Defendants shall use a list or lists of Bion shareholders (collectively, the "List") that Bion will provide to the Defendants and that will be intended to give the most complete and effective notice to the Class as is practicable in the circumstances, and the Defendants shall send the Notice by U.S. Mail only, to the shareholders identified on the List, at the address indicated for each such shareholder on that List. Except as expressly provided below, the Defendants shall be responsible for the payment of the costs and expenses as incurred related to providing such Notice of the Settlement to the Class members, regardless of whether the Settlement is finally approved by the Court, up to the total of $3,000. To the extent such costs and expenses exceed the amount of $3,000, such additional costs and expenses shall be payable by U.S. Fire. Plaintiff shall have no responsibility for payment of the costs of Notice, regardless of whether or not the Settlement is finally approved by the Court.

EFFECT OF DISAPPROVAL, CANCELLATION AND TERMINATION

10. Each of the Parties shall have the option to withdraw from and terminate the Settlement in the event that (a) the Scheduling Order or the Order and Final Judgment, as defined herein, are not entered substantially in the form specified therein, including with such modifications thereto as may be ordered by the Court with the consent of the parties, or do not both

become Final in such substantially specified form, or (b) the Settlement of this Action, the Initial Settlement or the Final TCMP Settlement is not approved by the Court or is disapproved, vacated, or substantially modified on appeal. For purposes of this provision, a disallowance or modification by the Court or on appeal of the fees and expenses provided for herein shall not be deemed to be a modification or disapproval of the Settlement or the Order and Final Judgment.

If the Settlement proposed herein is terminated pursuant to this paragraph of this Stipulation, or if the Court does not approve the Settlement proposed herein, including any amendment made in accordance with this Stipulation, or if the Court approves this Stipulation but such approval is reversed or vacated or substantially modified on appeal and such order reversing or vacating or substantially modifying the Settlement becomes Final by lapse of time or otherwise, or if any of the conditions to such Settlement is not fulfilled, then (except as otherwise provided herein) the Settlement proposed herein shall be of no further force or effect, this Stipulation and any amendment thereof shall be null and void and without prejudice to any party hereto, any order entered pursuant to this Stipulation (including but not limited to any provisional class certification) shall be withdrawn, vacated, and without any force or effect, and any cash delivered to Plaintiffs' Counsel shall be promptly returned to U.S. Fire and any Defendants' Settlement Proceeds that previously had been delivered to Plaintiffs' Counsel (including without limitation all documents that were entered into in order to effect the delivery of the Defendants' Settlement Proceeds to Plaintiffs' Counsel) shall promptly be returned to TRG/Comtech and/or to OAM, and each party shall be restored to his, her or its respective position as it existed prior to the execution of this Stipulation. If the Settlement does not become effective or is terminated or canceled for any reason, neither the Plaintiffs nor Class Counsel shall have any obligation to repay any amounts paid to provide Notice to the Class, any taxes paid or incurred; or any costs or taxes paid or incurred by Class Counsel.

If the Settlement does not become effective or is terminated or canceled for any reason, the Plaintiffs agree to promptly dismiss the Complaint without prejudice and to file a complaint in the Supreme Court of the State of New York, County of New York (the "New York Court"). Prior to the execution of this Stipulation, the Plaintiffs and the Defendants entered into a certain Tolling Agreement and amendments to that Tolling Agreement, under which the Defendants agreed that with respect to the periods of time specified in the Tolling Agreement and its amendments, the Defendants would not raise as a defense to such complaint any statute of limitations or similar limitations period, or bar based in whole or in part on a repose period, upon laches, or upon any other failure to institute or commence litigation or other proceedings within a specified period or before a specified date. (To the extent that the terms of that Tolling Agreement and its amendments differ from the description of the terms of the Tolling Agreement and amendments that is set forth in this paragraph of the Stipulation, the terms of the Tolling Agreement and amendments shall govern.) In the event that the Plaintiffs file such a complaint in the New York Court, the Defendants and the Plaintiffs reaffirm their respective obligations under the Tolling Agreement and its amendments.

RELEASES

11. As of the Effective Date, the Plaintiffs, and Mark Smith (both in his individual capacity and in all capacities, whether as an officer, director, employee, shareholder, and/or otherwise, that he has held with respect to Centerpoint and/or Bion), and all of the members of the Class, and each of the respective present, former and/or future officers, directors, agents, representatives, affiliates, subsidiaries, partners, insurers and reinsurers, heirs, executors, administrators, successors and assigns of the Plaintiffs, and/or of Mark Smith, and/or of the members of the Class (collectively with the Plaintiffs, Mark Smith, and the members of the Class, the "Plaintiff Releasors"), will release the Released Parties from all Released Claims.

12. As of the Effective Date, the Released Parties will release the Plaintiff Releasors from all Released Claims.

13. As of the Effective Date, Mitchell and Fingerhut and each of their respective present, former and/or future officers, directors, agents, representatives, affiliates, subsidiaries, partners, insurers and reinsurers, (including, but not limited to Zurich American Insurance Company as the issuer of Policy No. DOC 5258231 00 and United States Fire Insurance Company), and each of their respective heirs, executors, administrators, successors and assigns (the "Mitchell/Fingerhut Releasors") will release the Defendants and each of their respective present, former and/or future officers, directors, agents, representatives, affiliates, subsidiaries, partners, insurers and reinsurers (including, but not limited to Zurich American Insurance Company as the issuer of Policy No. DOC 5258231 00 and United States Fire Insurance Company), and each of their respective heirs, executors, administrators, successors and assigns (collectively, the "Settling Defendant Releasors"), from all Released Claims, and the Settling Defendant Releasors will release the Mitchell/Fingerhut Releasors from all Released Claims. The foregoing releases are subject to the terms and conditions of the Settlement Agreement and Release between and among Centerpoint, Bion, Bion Dairy, Mitchell, Fingerhut, Smith, United States First Insurance Company and Zurich American Insurance Company, as of April 26, 2007, in which David Mitchell retains claims against United States Fire Insurance Company and Zurich American Insurance Company and in which Bion retains claims against United States First Insurance Company..

ORDER AND FINAL JUDGMENT

14. If, after the Notice and the Settlement Hearing provided for herein, the Court approves this Settlement, the Parties shall jointly present to the Court an "Order and Final Judgment" substantially in the form of Exhibit D hereto, among other things:

(a) Approving the Settlement (including the Plan of Allocation hereinafter referred to), adjudging the terms thereof to be fair, reasonable, adequate and in the best interests of the Class, Centerpoint and Bion, pursuant to Chancery Court Rule 23(e);

(b) Authorizing and directing performance of the Settlement in accordance with its terms and conditions;

(c) Permanently certifying the Action as a non-opt-out class action pursuant to Chancery Court Rule 23(b)(1) and 23(b)(2), certifying and defining the Class, appointing the Representative Plaintiffs as the representatives of the Class, and appointing Plaintiffs' Counsel as counsel for the Class;

(d) Settling, discharging and dismissing the Action with prejudice on the merits, and releasing Defendants and all other Released Parties, and each of them, from the Released Claims, subject only to compliance by the parties with the terms and conditions of this Stipulation and any order of the Court with reference to the Settlement;

(e) Permanently barring and enjoining Plaintiffs and Mark Smith and all members of the Class from asserting, commencing, prosecuting or continuing, either directly, individually, representatively, or in any other capacity, any of the Released Claims as against any and all Released Parties;

(f) Determining any award of fees and reimbursement of expenses incurred by Class Counsel and Wolf Popper LLP and reserving jurisdiction over all matters relating to the administration and effectuation of the Settlement; and

(g) Approving the Stipulation and retaining jurisdiction to enforce its terms in the future.

ADMINISTRATION OF THE SETTLEMENT

15. Plaintiffs' Counsel shall be responsible for supervising the administration of the Settlement and the disbursement of the Class Net Settlement Proceeds (as defined below). Except for the obligation to fund the Settlement in accordance with this Stipulation, the Defendants and U. S. Fire shall have no liability, obligation or responsibility for the administration of the Settlement or disbursement of the Class Net Settlement Proceeds.

16. All proceedings with respect to the enforcement of this Stipulation, as well as the administration, processing and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court.

PLAN OF ALLOCATION OF THE CLASS NET SETTLEMENT PROCEEDS

17. The Class Net Settlement Proceeds shall be distributed to Class members only after the Effective Date and after: (i) the Court has approved the Plan of Allocation set forth in Exhibit B; (ii) all matters with respect to attorneys' fees, costs, and disbursements have been resolved by the Court, and all appeals therefrom have been resolved or the time therefore has expired; (iii) all costs of administration and taxes have been paid or reserved; and (iv) the Court has entered an order authorizing the specific distribution of the Net Class Settlement Proceeds (the "Class Distribution

Order"); and all objections with respect to all rejected or disallowed claims have been resolved by the Court, and all appeals therefrom have been resolved or the time therefore has expired. After all such events have occurred, Plaintiffs' Counsel shall distribute (or cause to be distributed) pursuant to the Class Distribution Order the Class Net Settlement Proceeds to members of the Class.

18. After reasonable and diligent efforts have been made to distribute the Class Net Settlement Proceeds to Class Members and if a proportionate reallocation of any balance remaining in the Net Settlement Proceeds one (1) year after the initial distribution among Class Members is not practicable, then any remaining Class Net Settlement Proceeds shall become the property of Bion.

SETTLEMENT NOT AN ADMISSION

19. This Settlement, whether or not consummated, and any proceedings taken hereunder or orders issued pursuant hereto are not and shall not, in any event, be construed as or deemed to be an admission or concession by the Parties, or any of them, of the truth of any fact alleged or the validity of any claim or defense asserted in the Action or of the liability of the Defendants or any of the other Released Parties. Nor shall this Settlement Agreement, or any papers or orders related to it, or any of the terms thereof, be offered or received in evidence or in any way referred to against the Defendants, any of the other Released Parties, the Plaintiff or any Class members in the Action or in any other legal or administrative proceeding other than as may be necessary to consummate or enforce this Settlement Agreement, unless otherwise ordered by a Court. Nor are they a concession or presumption of any wrongdoing on the part of the Defendants (or any of the other Released Parties). The Defendants have denied, and continue to deny, that they have committed any violation of law, and the Defendants have denied, and continue to deny, the material averments in the Complaint, including without limitation the averments that Plaintiffs and Class members suffered monetary damage by reason of alleged wrongdoing, and the Defendants have entered into this Settlement, among other reasons, in order to avoid the further inconvenience, expense and burden of protracted and costly litigation. Nothing in this Stipulation or Settlement shall be construed to be an admission or concession that the Plaintiffs or any Class members have, in fact, suffered any damage or that the Defendants or any of the other Released Parties are liable to the Plaintiffs or any Class member. Nothing in this Settlement shall be construed to be an admission or concession by the Plaintiffs, Class Counsel or any Class member as to any lack of merit as to the claims in the Action or recoverability with respect to such claims.

MISCELLANEOUS PROVISIONS

20. Within the bounds of all other limitations, rights and obligations set forth in this Settlement Agreement, Plaintiffs and Mark Smith and the Defendants and their respective attorneys will (a) cooperate fully with one another in seeking Court approval of this Settlement Agreement and (b) use their best efforts to effect the consummation of the Settlement and compliance with the provisions hereof.

21. Pending final determination of whether this Settlement should be approved, no Party shall commence or prosecute any action on behalf of itself or any other person or entity, asserting any Released Claims against any of the Released Parties.

22. The undersigned Plaintiffs' Counsel hereby represent that they have the authority, on behalf of the Plaintiffs, to execute this Settlement Agreement. The undersigned Settling Defendants' Counsel hereby represent that they have been authorized by their respective clients to execute this Settlement Agreement.

23. The Plaintiff Releasors and Class Counsel warrant and represent that none of the claims asserted in the Action has been assigned, encumbered or in any manner transferred in whole or in part.

24. The headings in this Settlement Agreement are solely for the convenience of the attorneys for the Parties and the Court. The headings shall not be deemed to be a part of this Settlement Agreement and shall not be considered in construing or interpreting this Settlement Agreement.

25. This Settlement Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective subsidiaries, affiliates, directors, officers, employees, heirs, executors, partners, successors, representatives and assigns and any corporation or other entity into or with which any corporate party hereto may merge or consolidate.

26. This Settlement Agreement may be executed in counterparts and may be filed with the Court with separately executed counterpart signature pages attached. For this purpose, signature pages transmitted by telecopier shall be deemed to be original signature pages.

27. This Settlement Agreement shall be construed and entered into in accordance with the laws of the State of Delaware without giving regard to Delaware's conflict of law rules. Any action to enforce or challenge the provisions of this Stipulation shall be filed exclusively in the Court of Chancery of the State of Delaware and in no other Court.

28. The foregoing constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes any prior agreements among the Parties. This Stipulation may not be modified or amended, nor may any of its provisions be waived, except by a writing signed by all Parties hereto.

Dated:  May 21, 2007           Richards, Layton & Finger, P.A.

                               By:  /s/ Srinivas M. Raju
                                    Srinivas M. Raju (#3313)
                               One Rodney Square
                               P.O. Box 551
                               Wilmington, Delaware  19899
                               (302) 651-7700

                               Attorneys for Plaintiffs

Dated:  May 21, 2007           Ashby & Geddes, P.A.

                               By:  /s/ Stephen E. Jenkins
                                    Stephen E. Jenkins (#2152)
                               222 Delaware Ave.
                               P.O. Box 1150
                               Wilmington, DE 19899

                               Attorneys for Defendants

Dated:  May 21, 2007           Edwards, Angell, Palmer & Dodge LLP

                               By:  /s/ Michael J. Maimone
                                    Michael J. Maimone (#3592)
                               919 North Market Street, Floor 15
                               Wilmington, DE  19801
                               (302) 777-7770

                               Attorneys for David Mitchell
                               (as to releases only)

Dated:  May 21, 2007           Bouchard Margules & Friedlander, P.A.

                               By:  /s/ John M. Seaman
                                    John M. Seaman (#3868)
                               222 Delaware Avenue
                               Suite 1400
                               Wilmington, DE 19801
                               Attorneys for Barry Fingerhut
                               (as to releases only)

Dated:  May 21, 2007           Bion Environmental Technologies, Inc.

                               By:  /s/ Mark A. Smith
                                    Mark A. Smith
                               1775 Summitview Way
                               PO Box 566
                               Crestone, Colorado 81131

Dated May 21, 2007             Centerpoint Corporation

                               By:  /s/ Mark A. Smith
                                    Mark A. Smith
                               1775 Summitview Way
                               PO Box 566
                               Crestone, Colorado 81131

Dated:  May 21, 2007           Mark A. Smith, Individually

                               By:  /s/ Mark A. Smith
                                    Mark A. Smith
                               1775 Summitview Way
                               PO Box 566
                               Crestone, Colorado 81131

TCMP 3 PARTNERS LLP, on behalf of itself  )
and all others similarly situated         )
                                          )
                    Plaintiff,            )
                                          )
          - v -                           )
                                          )
CENTERPOINT CORPORATION,                  )
                                          )
               Nominal Plaintiff,         )  Civil Action No. 170-VCP
                                          )
          - against -                     )
                                          )
MARK S. HAUSER, HOWARD CHASE, WILLIAM     )
SPIER, GIANNI BULGARI, BION ENVIRONMENTAL )
TECHNOLOGIES, INC., BION DAIRY            )
CORPORATION, BARRY FINGERHUT, MARK A.     )
SMITH, and DAVID MITCHELL,                )
                                          )
                    Defendants.           )

STIPULATION AND AGREEMENT OF
COMPROMISE, SETTLEMENT AND RELEASE

The parties to the above-captioned action (the "Action"), by and through their respective attorneys, propose the following Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation" or "Settlement Agreement") for approval by the Court of Chancery of the State of Delaware in and for New Castle County (the "Court"):

WHEREAS:

A. Plaintiff TCMP 3 Partners LLP ("TCMP") owns more than 165,000 shares of the stock of Centerpoint Corporation ("Centerpoint").

B. Defendants Barry Fingerhut ("Fingerhut"), David Mitchell ("Mitchell"), and Mark A. Smith ("Smith") were directors of Centerpoint during portions of the relevant time period set forth in the First Amended Derivative and Class Complaint filed in the Action on or about October 19, 2004 (the "Amended Complaint").

C. Before January 2002, more than 50 percent of the stock of Centerpoint was owned by OAM S.p.A. ("OAM"), and OAM was a subsidiary of Trident Rowan Group, Inc. ("TRG").

D. On January 16, 2002, Centerpoint announced that it had entered into a transaction in which Centerpoint, among other things, paid $8.5 million to Bion Environmental Technologies, Inc. ("Bion") and acquired 19 million shares of the stock of Bion (the "Bion Investment"). In a simultaneous transaction, Bion acquired the majority stake in Centerpoint from TRG/OAM.

E. On or about January 16, 2004, TCMP filed a Derivative and Class Complaint (the "Complaint") that commenced this Action derivatively on behalf of Centerpoint and as a class action on behalf of TCMP and all other persons who owned shares of Centerpoint as of the close of the market on January 15, 2002, excluding the original defendants (Mark S. Hauser ("Hauser"), Howard Chase ("Chase"), William Spier ("Spier"), and Gianni Bulgari ("Bulgari")) (together, the "Original Defendants") and certain potential defendants. In the Complaint, TCMP alleges, among other things, that the Bion Investment wasted Centerpoint's assets, improperly diluted the interests in Centerpoint of Centerpoint's public stockholders, and unjustly enriched the Original Defendants. The Complaint further alleges that in approving the Bion Investment, the Original Defendants and Fingerhut and Mitchell (among others) breached their fiduciary duties to Centerpoint and to Centerpoint's public shareholders and made materially false and misleading statements to the detriment of TCMP and the other public shareholders of Centerpoint.

F. The Complaint also alleges that, since acquiring control of Centerpoint, Bion has extracted lucrative and one-sided agreements from Centerpoint. For example, in March of 2002, Bion and Centerpoint entered into an agreement (the "Bion Management Agreement"), retroactive to January 15, 2002, whereby Centerpoint was to pay Bion $12,000 per month for "management services, support staff and office space" and which required Bion to "advance to the Company sums needed to bring its filings with the SEC current, distribute Bion shares to its shareholders, to locate and acquire new business opportunities and for on-going expenses." As "additional consideration" for the Bion Management Agreement, Bion also received a warrant to purchase 1,000,000 shares of Centerpoint common stock. However, according to the Complaint, Bion did not advance monies to Centerpoint so it could keep its SEC filings current nor did it distribute "registered" Bion shares to the Company's shareholders, thus breaching the Bion Management Agreement. Nonetheless, Bion allegedly kept taking its $12,000 per month until Centerpoint ran out of money.

G. On November 3, 2003, Centerpoint received $430,300.74 (net of litigation costs) in cash in connection with the settlement of a claim acquired in the sale of company assets to Aprilia S.p.A. in 2000 (the "Aprilia Claim"). The cash proceeds from the settlement of the Aprilia Claim represented virtually all of Centerpoint's remaining assets. The Complaint alleges that shortly after Centerpoint's receipt of the cash proceeds, Smith, the sole officer and director of Centerpoint, and a director and the President of Bion, usurped these assets by diverting the cash proceeds to defendant Bion Dairy Corporation ("Bion Dairy"), a then-newly created subsidiary of Bion in which Smith was a substantial investor, as an "investment." In exchange, Centerpoint received a number of Series A convertible notes of Bion Dairy (the "Series A Notes"). The Complaint alleged that the "investment" in Bion Dairy was grossly unfair to Centerpoint and its minority shareholders, and served no legitimate business purpose except to benefit Smith, Bion, Bion Dairy and their affiliates, at the expense of Centerpoint and its minority shareholders.

H. In July 2004, TCMP entered into a settlement agreement with the Original Defendants, subject to Court approval (the "Initial Settlement"). The proposed Initial Settlement would release all claims against the Original Defendants, TRG, OAM and others relating to the Bion Investment and events discussed in the Complaint predating the Bion Investment. To date, the Court has not held a settlement hearing to consider whether to approve that settlement. The settlement with the Original Defendants was described in the first and second Notice of Pendency of Class Action Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear approved by the Court.

I. On October 19, 2004, TCMP filed the Amended Complaint that added as named defendants TRG, OAM, Fingerhut, Smith, Mitchell, Bion, and Bion Dairy (together, the "New Defendants"). During June, 2004, Centerpoint settled a claim against an Italian bank named Banca di Intermediazione Mobiliare IMI S.p.A. (the "IMI Claim"), and, on June 30, 2004, received approximately $353,000 in cash in connection with its portion of that settlement. The $353,000, at the time it was received, represented substantially all of Centerpoint's current and foreseeable corporate assets. According to the Amended Complaint, Smith immediately upon receiving Centerpoint's portion of the IMI Claim settlement proceeds, diverted $315,000 of these monies from Centerpoint to Bion Dairy. In return, Centerpoint received Series B secured convertible notes of Bion Dairy (the "Series B Notes"). By October 14, 2004, Smith, Bion and Bion Dairy caused Bion Dairy to start using and spending the IMI Claim settlement proceeds it had received from Centerpoint. In the Amended Complaint, Plaintiff alleged that the monies obtained from Centerpoint by virtue of the settlement of the IMI Claim for various securities of Bion Dairy was grossly unfair to Centerpoint and its minority shareholders and served no legitimate business purpose except to benefit Smith, Bion, Bion Dairy and their affiliates.

J. The New Defendants have denied and continue to deny that any of them has committed or has threatened to commit any violation of law or breach of duty owed to Centerpoint, or to TCMP, or to any of the public shareholders of Centerpoint.

K. After TCMP filed the Amended Complaint, the parties engaged in substantial motion practice relating to discovery disputes. Plaintiff also filed a motion for a temporary restraining order, which motion was denied by the Court. The New Defendants made motions to dismiss which are pending. The New Defendants agreed to delay the Court's consideration of their motions to dismiss in order to proceed in the mediation process described below. Furthermore, counsel for TCMP and the Class (as defined below) engaged in extensive arm's length discussions and negotiations with defendant Smith and counsel for the New Defendants, as well as, among others, counsel for the Original Defendants, concerning the possible resolution of the Action. After the negotiations between Plaintiff and the New Defendants broke down, the parties agreed to enter into a Court-sanctioned mediation conducted by a Vice Chancellor of the Court. After three face-to-face mediation sessions in the Court with the parties to this Stipulation (the "Parties") and the Vice Chancellor, among others, the Parties reached an agreement to resolve this matter (the "Settlement"). Said Settlement, on behalf of TCMP and the Class for which TCMP has brought the Action, is memorialized in this Stipulation.

L. During the mediation sessions it became clear that one of the Settling Defendants - i.e., Bion - intended to commence an action against the Original Defendants and others related to claims not raised in the Amended Complaint, brought on behalf of parties other than Class members (the "Comtech Action"). During the mediation, Bion and the Original Defendants negotiated these potential claims. These negotiations ultimately resulted in a settlement defined below as the "Comtech Settlement."

M. Although Plaintiff believes that the claims asserted in the Action have merit, it also believes that the Settlement will provide benefits to the Class (as defined below) and Centerpoint that are substantial, immediate, and sufficient when weighed against the attendant risks of continued litigation to warrant resolution of the Action. In addition to the financial benefits provided by the Settlement to the Class and Centerpoint, Plaintiff and its counsel have considered the expense and length of time necessary to prosecute the Action through trial; the defenses asserted by and available to Defendants; the uncertainties of the outcome of the Action; the fact that the price of Bion common stock has substantially recovered from the time the Amended Complaint was filed and that Class members who received Bion shares as a dividend from Centerpoint on or about January 15, 2004 can now, generally, trade such shares which would allow them to mitigate any damages substantially; and the fact that resolution of the Action, if the Court found in Plaintiff's favor, would likely be submitted for appellate review, as a consequence of which it could be many years until there is a final adjudication of the Action. In light of these considerations, the lengthy mediation process, and Plaintiff's counsel's investigation and thorough review of the available evidence, including certain documents produced by Centerpoint and interviews with various witnesses, and the legal principles applicable in this Action, Plaintiff and its counsel have determined that the terms of the Settlement are fair, reasonable, and adequate and that it is in the best interests of the Class and Centerpoint to settle the Action on the terms set forth herein.

N. Although the New Defendants have denied, and continue to deny, that any of them has violated any law or breached any duty owed to the Plaintiff or to the members of the Class or Centerpoint, the New Defendants also consider it desirable that the Action be settled and dismissed, subject to the terms and conditions herein, because the Settlement will (i) halt the substantial expense, inconvenience and distraction of continued litigation of Plaintiff's claims, and (ii) finally put to rest all claims of Class members and Centerpoint arising out of, or relating in any way to, the Bion Investment, the Bion Management Agreement, as well as the transactions between Centerpoint and Bion Dairy stemming from the settlements of the Aprilia and IMI Claims.

NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO AND AGREED, by and among the undersigned individuals and/or counsel, on behalf of their respective clients and the Class, and subject to certification of the Class for the purposes of this Stipulation and the approval of the Court pursuant to Chancery Court Rule 23, that the Action shall be settled, compromised, and dismissed as to all the Settling Defendants and all other Released Parties, with prejudice and without court costs to any party (except as stated below), upon and subject to the following terms and conditions:

ADDITIONAL DEFINITIONS

1. As used in this Stipulation and the related documents annexed hereto as exhibits, which exhibits are incorporated by reference in this Stipulation, the following terms (not already defined in the recitals set forth above) shall have the meanings set forth below:

(a) "Class" means all record and beneficial owners of shares of the common stock of Centerpoint at the close of the market on October 19, 2004, and their respective heirs, administrators, executors, successors and assigns. Excluded from the Class are the Original Defendants and the New Defendants (together, the "Defendants") and any person, firm, trust, corporation or other entity affiliated with any of the Defendants, as well as any current or former officer or director of any Defendant, or its subsidiaries or affiliates or any paid consultant of or to Bion, who is (i) a shareholder or creditor of Bion or Bion's subsidiaries or affiliates, and/or
(ii) is a shareholder of Centerpoint;

(b) "Class Counsel" or "Plaintiff's Counsel" means Wolf Popper LLP and Rosenthal, Monhait & Goddess, P.A.;

(c) "Settling Defendants" means Bion, Bion Dairy, Fingerhut, Smith and Mitchell;

(d) "Settling Defendants' Counsel" means Krys Boyle, P.C. and Richards, Layton & Finger, P.A. (for defendants Bion and Bion Dairy), Bouchard Margules & Friedlander, P.A. and Olshan Grundman Frome Rosenzweig & Wolosky, LLP (for defendant Fingerhut), Edwards Angell Palmer & Dodge LLP and Paduano & Weintraub LLP (for defendant Mitchell), and Mark A. Smith, Esq. (pro se);

(e) The "Effective Date" of this Settlement shall be the day after the day on which the later of the Order and Final Judgment described in Paragraph 16 becomes Final and the Order and Final Judgment relating to the Comtech Settlement becomes Final;

(f) An order of the Court becomes "Final" on (a) the date on which the time for an appeal from that order has expired without any notice of appeal having been filed, or (b) if there is an appeal of such order, the date of final affirmation of that order or dismissal of such appeal with no further right of appeal thereof;

(g) "Hearing Date" means the date set by the Court to consider whether the Settlement shall be approved;

(h) "Notice" means the form of the Third Notice of Pendency of Class Action, Class Action Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear, a copy of which is attached hereto as Exhibit B;

(i) "Person" means, without limitation, any individual, corporation, partnership or other entity, and his, her or its legal representative;

(j) "Plaintiff" means TCMP, as defined above;

(k) "Released Parties" means Bion, Bion Dairy, Centerpoint, Smith, Fingerhut and Mitchell, and each of their respective present, former and/or future officers, directors, employees, agents, attorneys, accountants, insurers and reinsurers (including, but not limited to Zurich American Insurance Company as the issuer of Policy No. DOC 5258231 00 and United States Fire Insurance Company), representatives, affiliates, parents and subsidiaries and each of their respective heirs, executors, administrators, successors and assigns, other than Dominic Bassani who is not a Released Party;

(l) "Released Claims" means any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, that have been or could have been asserted in the Action or in any court, tribunal or proceeding (including, but not limited to, any claims arising under federal or state law relating to alleged fraud, breach of duty, negligence, violations of any federal securities laws or otherwise) by or on behalf of any party to the Action and/or any member of the Class, whether individual, class, derivative, representative, legal, equitable, or other type of, or in any other capacity against any of the Released Parties, which have arisen from any of the facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series thereof, embraced, involved, set forth in or otherwise related to (i) any of the allegations contained in the Complaint or the Amended Complaint filed in the Action; or (ii) the Bion Investment; or
(iii) the Bion Management Agreement; or (iv) the transactions involving Centerpoint, Bion, and Bion Dairy relating to the settlements of the Aprilia and IMI Claims; or (v) any statements relating to any potential liquidation of Centerpoint; or (vi) any proxy material, public filings or statements sent to or received by any member or purported member of the Class or any of their brokers by any of the Settling Defendants or any other Released Party in connection with the Bion Investment, the Comtech Action, or the Initial Settlement provided, however, that the Released Claims shall not include the right to enforce the terms of the Settlement as finally approved by the Court; and

(m) The "Settlement" means the terms and conditions set forth herein.

EXTENSION TO UNKNOWN CLAIMS

2. The release contemplated by this Stipulation extends to claims that Plaintiff, and each member of the Class, may not know or suspect to exist at the time of the release, which, if known, might have affected their decision

to enter into this release or whether or how to object to the Court's approval of the Settlement or to attempt to exclude themselves from the Class. The Plaintiff and each member of the Class shall be deemed to waive any and all provisions, rights and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law or foreign law, which may have the effect of limiting the release set forth above. In particular, Plaintiff, and each member of the Class, shall be deemed to have relinquished to the full extent permitted by law the provisions, rights, and benefits of section 1542 of the California Civil Code, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

In addition, Plaintiff, and each member of the Class, shall be deemed to waive any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or elsewhere which is similar, comparable, or equivalent to California Civil Code section 1542. The parties shall not concede that any law, other than the law of the State of Delaware, is applicable to this Stipulation or the release of the Released Claims. Plaintiff, and each member of the Class, hereby acknowledge that members of the Class may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this release, but that it is their intention to fully, finally and forever settle and release any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts.

DEFENDANTS' SETTLEMENT PAYMENT

3. (a) The parties agree that to resolve the Released Claims, Settling Defendants Fingerhut and Mitchell shall cause to be paid $165,000, and Settling Defendants Bion, Bion Dairy and Mark Smith shall cause to be paid $165,000. The combined amount of $330,000 shall be paid into an interest bearing escrow account to be maintained by Wolf Popper LLP (the "Settlement Fund"). Such sum, plus any and all accrued interest, shall constitute the "Settlement Proceeds." The Settlement Fund shall be paid within ten (10) business days of each of the Settling Defendants receiving notice of the entry of the preliminary order scheduling the settlement hearing and approving the form of notice (the "Scheduling Order"). Promptly upon the entry of the Scheduling Order, Plaintiff shall provide notice of the Scheduling Order to each of the Settling Defendants. On the Effective Date, Plaintiff's Counsel may disburse any or all of the Settlement Proceeds consistent with the terms of the Stipulation.

(b) The parties agree to treat the Settlement Fund as being at all times a "qualified settlement fund" within the meaning of Treasury Regulation
Section 1.468B-2(k)(3). For purposes of Section 468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the "administrator" shall be Wolf Popper LLP, who shall timely and properly file

all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treasury Reg. Section 1.468B-2(k)). Such returns shall be consistent with this sub-paragraph and in all events shall reflect that all taxes, interest or penalties on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided herein.

THE RULE 144K LETTER

4. Promptly (within one business day) after the signing by all parties of this Stipulation, Bion and Smith shall cause a letter to be sent to Plaintiff and Bion's transfer agent that states that more than two years has elapsed since the date Plaintiff was sent Bion shares as a dividend from Centerpoint and that Plaintiff is not an affiliate of Bion and has not been an affiliate of Bion during the preceding three months. The letter should also direct that the restrictive legend be removed immediately by the transfer agent from the Bion shares Plaintiff received as a dividend from Centerpoint in January 2004 pursuant to 17 CFR 230.144(K) (the "Rule 144K letter").

RELATION TO OTHER SETTLEMENTS

5. This Settlement is contingent upon Court Approval, and the finality, of the Initial Settlement and the Comtech Settlement. The Settling Defendants agree to the extent practicable, to attempt to withdraw any and all objections to the Initial Settlement and agree not to object to, or solicit any objection to, the Initial Settlement hereafter. Plaintiff agrees that it will not object to, or solicit any objection to, the Comtech Settlement.

SCHEDULING ORDER

6. As soon as practicable after this Stipulation has been executed, the parties hereto shall jointly apply to the Court for an order, in the form attached hereto as Exhibit A (the "Scheduling Order"):

(a) Preliminarily certifying the Class, pursuant to Chancery Court Rule 23(a) and 23(b)(3) for settlement purposes; preliminarily certifying Plaintiff as representative of the Class; preliminarily certifying Plaintiff's Counsel as counsel for the Class;

(b) Directing that a hearing be held by the Court (the "Settlement Hearing") to determine, among other things:

(i) whether the Court should approve the Settlement (including the Plan of Allocation hereinafter referred to) and enter the Order and Final Judgment dismissing the Action pursuant to Chancery Court Rules 23(e) and 23.1 with prejudice and on the merits, each party to bear its own costs (except as expressly provided herein), and extinguishing and releasing any and all Released Claims as against any and all Released Parties;

(ii) whether, in the event that the Court approves the Settlement, to grant Class Counsel's application for an award of attorneys' fees and for the reimbursement of expenses that they may make in accordance with the Stipulation;

(iii) whether the Class should be permanently certified; and

(iv) such other matters as the Court may deem necessary and appropriate.

(c) Approving the form of the Notice and providing that a copy of the Notice, substantially in the form attached hereto as Exhibit B, shall be mailed by Centerpoint or Bion at least forty-five (45) days prior to the Settlement Hearing, in the name of the Register in Chancery or by the direction of the Court, to all Class members at their last known addresses appearing in the records maintained by or on behalf of Centerpoint;

(d) Determining that the procedure for providing such notice to the Class is sufficient under the circumstances and consistent with the provisions of Chancery Court Rules 23 and 23.1 and the requirements of due process;

(e) Directing that members of the Class must submit objections, if any, to the Settlement and/or to the application by Class Counsel for an award of fees and reimbursement of expenses, in the manner enumerated in the Notice at Section VIII, on or before a date to be fixed by the Court; and

(f) Requesting all record holders in the Class who were not also the beneficial owners of the shares of Centerpoint held by them of record to forward the Notice to such beneficial owners of those shares. Additional copies of the Notice will be made available to record holders for this purpose upon request.

RIGHT TO OPT-OUT OF CLASS

7. Members of the Class shall have the ability to opt-out of the Class, provided they notify Plaintiff's counsel and Settling Defendants' Counsel of their intention to opt-out in the manner to be set forth in the Scheduling Order, a form of which is attached hereto as Exhibit A, and the Notice, annexed hereto as Exhibit B. Members of the Class who choose to opt-out of the Class shall not receive any of the Settlement Proceeds from this Settlement with the Settling Defendants. However, Defendants may, no later than 10 days prior to the Hearing Date, unilaterally withdraw from, and terminate, the Stipulation of Settlement if Class Members representing not less than 7% of the outstanding shares of Centerpoint elect to exclude themselves from the Class with respect to the Settlement with the Settling Defendants.

NOTICE AND ADMINISTRATION COSTS

8. The Original Defendants shall give Notice to the Class. For purposes of providing such Notice, Centerpoint or its transfer agent shall provide the Original Defendants' counsel with the list of Centerpoint

shareholders that is dated closest in time to October 19, 2004, and the Original Defendants shall send the Notice by U.S. Mail only, to the shareholders identified on the list, at the address indicated for each such shareholder on that list. Except as expressly provided below, the Original Defendants shall advance and be responsible for the payment of the costs and expenses as incurred related to providing such Notice of the Settlement to the Class members, regardless of whether the Settlement is finally approved by the Court, up to the total of $2,200. To the extent such costs and expenses exceed the amount of $2,200, such additional costs and expenses shall be payable out of the Settlement Proceeds. Plaintiff shall have no responsibility for payment of the costs of Notice, regardless of whether or not the Settlement is finally approved by the Court.

EFFECT OF DISAPPROVAL, CANCELLATION AND TERMINATION

9. Each of the parties shall have the option to withdraw from and terminate the Settlement in the event that (a) the Scheduling Order or the Order and Final Judgment referred to in Paragraphs 6 and 16 herein are not entered substantially in the form specified therein, including with such modifications thereto as may be ordered by the Court with the consent of the parties, or do not both become Final in such substantially specified form, or
(b) the Settlement is not approved by the Court or is disapproved, vacated, or substantially modified on appeal. Settling Defendants shall have the option to withdraw from and terminate the Settlement pursuant to Paragraph 10, in the event that the terms thereof are satisfied. For purposes of this provision, a disallowance or modification by the Court or on appeal of the fees and expenses referenced in Paragraph 11 herein shall not be deemed a modification or disapproval of the Settlement or the Order and Final Judgment.

10. If the Court does not approve the Settlement proposed herein, including any amendment made in accordance with Paragraph 41 of this Stipulation, or the Court approves this Stipulation but such approval is reversed or vacated or substantially modified on appeal and such order reversing or vacating or substantially modifying the Settlement becomes Final by lapse of time or otherwise, or if any of the conditions to such Settlement are not fulfilled, then (except as otherwise provided herein) the Settlement proposed herein shall be of no further force or effect, this Stipulation and any amendment thereof shall be null and void and without prejudice to any party hereto, any order entered pursuant to this Stipulation (including but not limited to any provisional class certification) shall be withdrawn, vacated, and without any force or effect, and any cash delivered to Plaintiff's Counsel shall be promptly returned to the Insurers and each party shall be restored to his, her or its respective position as it existed prior to the execution of this Stipulation. If the Settlement does not become effective or is terminated or canceled for any reason, neither the Plaintiff nor Class Counsel shall have any obligation to repay any amounts paid to provide Notice to the Class, any taxes paid or incurred.

ATTORNEYS' FEES AND DISBURSEMENTS

11. At or before the Settlement Hearing, Class Counsel shall apply to the Court for an award of attorneys' fees and reimbursement of expenses (including, but not limited to, fees and expenses of any experts retained by

Plaintiff or its counsel in connection with the Action). The determination as to the amount of any fees and disbursements to be awarded will be made by the Court. Defendants will not oppose, and will not encourage anyone else to oppose, any such application(s) for attorneys' fees or expenses to the extent the total amount of such application(s) for all such fees and expenses requested out of the Settlement Proceeds is less than or equal to 30% of the Settlement Proceeds. Except with respect to any fees and expenses awarded to Class Counsel in connection with the Comtech Settlement (as described below in this paragraph), the amount(s) of the fees and expenses awarded to Class Counsel by the Court shall be paid from the Settlement Proceeds immediately after the Effective Date. After fees and expenses have been paid to Class Counsel from the Settlement Proceeds in accordance with this paragraph, the remaining Settlement Proceeds shall constitute the "Net Settlement Proceeds." However, in addition to the fee and expense application discussed above which shall be paid from the Settlement Proceeds, Class Counsel may make a fee application for up to $20,000 based on benefits to Centerpoint to be obtained in the settlement of the claims of the plaintiffs in the action which is contemplated to be styled as Centerpoint Corporation et al. v. Comtech Group, Inc., et al. (the "Comtech Settlement"). The Settling Defendants agree not to oppose, or solicit opposition to, any such application up to $20,000 by Class Counsel relating to the benefit going to Centerpoint derivatively in connection with the Comtech Settlement. The Settling Defendants also agree that they will not object to, or solicit any objection to, any application by Plaintiff to the Court for an incentive award and reimbursement of expenses, payable solely out of the settlement proceeds obtained in connection with Plaintiff's prior settlement with Hauser, Chase, Spier and Bulgari, et al. (i.e. the Initial Settlement). The Settling Defendants further agree that they will not object, or solicit any objection, to any application by Class Counsel for an award of attorneys' fees and reimbursement of expenses payable solely out of the settlement proceeds obtained in connection with the Initial Settlement.

12. The fairness, reasonableness and adequacy of the Settlement may be considered and ruled upon by the Court independently of any award of fees or expenses requested by Class Counsel and/or Plaintiff. Notwithstanding anything to the contrary in this Stipulation, this Settlement shall not be conditioned upon any such award of fees or expenses being granted in whole or in part.

RELEASES

13. The Plaintiff and the other members of the Class, and each of their respective present, former and/or future officers, directors, agents, representatives, affiliates, partners, and subsidiaries and each of their respective heirs, executors, administrators, successors and assigns (the "Plaintiff Releasors"), will release the Settling Defendant Releasors (defined below) from all Released Claims as of the Effective Date.

14. The Settling Defendants, Centerpoint and each of their respective present, former and/or future officers, directors, agents, attorneys, accountants, insurers and reinsurers (including, but not limited to, Zurich American Insurance Company as the issuer of Policy No. DOC 5258231 00 and United States Fire Insurance Company), representatives, affiliates, partners,

parents and subsidiaries and each of their respective heirs, executors, administrators, successors and assigns, other than Dominic Bassani (the "Settling Defendant Releasors") will release the Plaintiff Releasors from all Released Claims as of the Effective Date.

15. Each and every Released Party and each and every Original Defendant hereby mutually releases each and every other Released Party and each and every Original Defendant from all Released Claims as of the Effective Date, subject to the terms and conditions of the Settlement Agreement and Release between and among Centerpoint, Bion, Bion Dairy, Mitchell, Fingerhut, Smith, United States Fire Insurance Company and Zurich American Insurance Company, as of April 26, 2007, in which David Mitchell retains claims against United States Fire Insurance Company and Zurich American Insurance Company and in which Bion retains claims against United States Fire Insurance Company.

ORDER AND FINAL JUDGMENT

16. If, after the Notice and the Settlement Hearing provided for herein, the Court approves this Settlement, the Parties shall jointly present to the Court an "Order and Final Judgment" substantially in the form of Exhibit D hereto, inter alia:

(a) Approving the Settlement (including the Plan of Allocation hereinafter referred to), adjudging the terms thereof to be fair, reasonable, adequate and in the best interests of the Class and Centerpoint, pursuant to Chancery Court Rules 23(e) and 23.1;

(b) Authorizing and directing performance of the Settlement in accordance with its terms and conditions;

(c) Permanently certifying the Action as a class action pursuant to Chancery Court Rules 23(a) and 23(b)(3), certifying and defining the Class, appointing Plaintiff as the representative of the Class, and appointing Plaintiff's Counsel as counsel for the Class;

(d) Settling, discharging and dismissing the Action with prejudice on the merits, and releasing Defendants and all other Released Parties, and each of them, from the Released Claims, subject only to compliance by the parties with the terms and conditions of this Stipulation and any order of the Court with reference to the Settlement;

(e) Permanently barring and enjoining Plaintiff and all members of the Class from asserting, commencing, prosecuting or continuing, either directly, individually, representatively, or in any other capacity, any of the Released Claims as against any and all Released Parties;

(f) Determining any award of fees and reimbursement of expenses incurred by Class Counsel and reserving jurisdiction over all matters relating to the administration and effectuation of the Settlement; and

(g) Approving the Stipulation and retaining jurisdiction to enforce its terms in the future.

ADMINISTRATION OF THE SETTLEMENT

17. Plaintiff's Counsel shall be responsible for supervising the administration of the Settlement and disbursement of the Net Settlement Proceeds. Except for their obligation to fund the Settlement, and to cooperate in the production of information with respect to the identification of Class members from Centerpoint's shareholder transfer records, Settling Defendants, the Insurers, and Centerpoint shall have no liability, obligation or responsibility for the administration of the Settlement or disbursement of the Net Settlement Proceeds. Plaintiff's Counsel shall have the right, but not the obligation, to waive what they deem to be formal or technical defects in any Proofs of Claim (substantially in the form attached as Exhibit C hereto) submitted in the interests of achieving substantial justice. The Settling Defendants shall have no responsibility for or involvement in reviewing or challenging any such Class claims. Neither Centerpoint nor any Settling Defendant shall have any right or interest in any portion of the Settlement Proceeds upon the Effective Date.

18. For purposes of determining the extent, if any, to which a Class member shall be entitled to be treated as an "Authorized Claimant," the following conditions shall apply:

(a) Each Class member shall be required to submit a Proof of Claim, setting forth his, her, or its entire position in Centerpoint's common stock as of the close of the market on October 19, 2004, supported by such documents as are designated therein, or such other documents or proof as Class Counsel, in their discretion, may deem acceptable.

(b) All Proofs of Claim must be submitted by the date specified in the Notice unless such period is extended by Order of the Court. Any Class member who fails to submit a Proof of Claim by such date shall be forever barred from receiving any payment pursuant to this Settlement (unless, by Order of the Court, a later submitted Proof of Claim by such Class member is approved), but shall in all other respects be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. Provided that it is received before the motion for the Class Distribution Order (defined below) is filed, a Proof of Claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereon. In all other cases, the Proof of Claim shall be deemed to have been submitted when actually received by the Plaintiff's Counsel.

(c) Each Proof of Claim shall be submitted to, and reviewed by, Class Counsel, who shall determine in accordance with this Stipulation the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to subparagraph (e) below.

(d) Proofs of Claim that do not meet the submission requirements may be rejected. Prior to rejection of a Proof of Claim, Plaintiff's Counsel shall communicate with the claimant in order to remedy the curable deficiencies in the Proof of Claim submitted. Plaintiff's Counsel may request such additional documentation as they deem necessary to determine a claim's validity. Plaintiff's Counsel shall notify, in a timely fashion and in writing, all claimants whose Proofs of Claim they propose to reject in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim is to be rejected has the right to a review by the Court if the claimant so desires and complies with the requirements of subparagraph (e) below.

(e) If any claimant whose Proof of Claim has been rejected in whole or in part desires to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of the notice required in subparagraph (d) above, serve upon Plaintiff's Counsel and the Settling Defendants' Counsel a notice and statement of reasons indicating the claimant's grounds for contesting the rejection, along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a claim cannot be otherwise resolved, Plaintiff's Counsel shall thereafter present the request for review to the Court; and

(f) The administrative determinations of Plaintiff's Counsel accepting and rejecting claims shall be presented to the Court, on notice to the Settling Defendants' Counsel, for approval by the Court.

19. Each claimant shall be determined to have submitted to the jurisdiction of the Court with respect to the claim submitted, and the claim will be subject to investigation and discovery under Delaware's Chancery Court Rules, provided that such investigation and discovery shall be limited to that claimant's status as a Class member and the validity and amount of the claim. No discovery shall be allowed on the merits of the Action or Settlement in connection with the processing of the Proofs of Claim.

20. The Court's approval or rejection of the claims and payments pursuant thereto shall be deemed final and conclusive as to the Class members. All Class members whose claims are not approved by the Court shall be barred from participating in distributions from the Net Settlement Proceeds, but otherwise shall be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims.

21. All proceedings with respect to the enforcement of this stipulation, as well as the administration, processing and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court.

22. The parties hereby submit themselves to the exclusive jurisdiction of the Court for the enforcement, interpretation or construction of the Settlement Agreement and its exhibits, and all other matters regarding or relating to them. Without affecting the finality of the Settlement, the Court shall retain jurisdiction for purposes of administering the Settlement and resolving any disputes thereunder.

23. The Net Settlement Proceeds shall be distributed to Authorized Claimants only after the Effective Date and after: (i) the Court has approved a Plan of Allocation; (ii) all matters with respect to attorneys' fees, and/or Plaintiff's incentive award, costs, and disbursements have been resolved by the Court, and all appeals therefrom have been resolved or the time therefore has expired; (iii) all costs of administration and taxes have been paid or reserved; and (iv) the Court has entered an order authorizing the specific distribution of the Net Settlement Proceeds (the "Class Distribution Order") after all claimants whose claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance; and all objections with respect to all rejected or disallowed claims have been resolved by the Court, and all appeals therefrom have been resolved or the time therefore has expired.

24. After reasonable and diligent efforts have been made to distribute the Net Settlement Proceeds to Authorized Claimants, and if a proportionate reallocation of any balance remaining in the Net Settlement Proceeds one (1) year after the initial distribution among Authorized Claimants is not practicable, then any remaining Net Settlement Proceeds shall be contributed to non-sectarian, not-for-profit, tax-exempt organizations designated by Plaintiff's Counsel jointly and not affiliated with any of Class Counsel; provided, however, that if the remaining balance has a value exceeding $10,000, such contributions shall be subject to Court approval.

PLAN OF ALLOCATION OF THE NET SETTLEMENT PROCEEDS

25. After the events set out in paragraphs 17 through 24 have occurred, Plaintiff's Counsel shall distribute (or cause to be distributed) pursuant to the Class Distribution Order the Net Settlement Proceeds to members of the Class who have submitted valid and acceptable Proofs of Claim ("Authorized Claimants"). Plaintiff's Counsel shall determine each Authorized Claimant's pro rata share of the Net Settlement Proceeds based upon the amount of each Authorized Claimant's "Recognized Claim," which shall be calculated as follows (the "Plan of Allocation"): The total number of Centerpoint shares that are beneficially owned by the Authorized Claimant shall be divided by the total number of Centerpoint shares owned by Authorized Claimants which have been submitted; the resulting number shall be multiplied by the total amount of the Net Settlement Proceeds.

26. Class members who do not submit valid and acceptable Proofs of Claim will not share in the Net Settlement Proceeds but will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing this Action.

SETTLEMENT NOT AN ADMISSION

27. This Settlement, whether or not consummated, and any negotiations, statements or proceedings in connection therewith or orders issued pursuant thereto are not and shall not, in any event, be construed as or deemed to be an admission or concession by the Parties, or any of them, of the truth of any fact alleged or the validity of any claim or defense asserted in the Action or of the liability of the Settling Defendants or any of the other Released Parties. Nor shall this Settlement Agreement, or any papers or orders related to it, or any of the terms thereof, be offered or received in evidence or in any way referred to against the Settling Defendants, any of the other Released Parties, the Plaintiff or any Class members in the Action or in any other legal or administrative proceeding other than as may be necessary to consummate or enforce this Settlement Agreement, unless otherwise ordered by the Court. Nor are they a concession or presumption of any wrongdoing on the part of the Settling Defendants (or any of the other Released Parties). The Settling Defendants have denied, and continue to deny, that they have committed any violation of law and the averments that Plaintiff or any Class member suffered any monetary damage by reason of the alleged wrongdoing, and the Settling Defendants have entered into this Settlement, among other reasons, in order to avoid the further inconvenience, expense and burden of protracted and costly litigation. Nothing in this Stipulation or Settlement shall be construed as an admission or concession that the Plaintiff or any Class members have, in fact, suffered any damage or that the Settling Defendants or any of the other Released Parties are liable to the Plaintiff or any Class member. Nothing in this Settlement shall be construed as an admission or concession by the Plaintiff, Class Counsel or any Class member as to any lack of merit as to the claims in the Action or recoverability with respect to such claims.

28. TCMP agrees, for itself and for its partners, members, officers, directors, employees, and agents that none of them shall publish to a non- party any statement (orally or in writing), or instigate, assist or participate in the publication to a non-party of any statement concerning the activities of the Settling Defendants or the Released Parties with respect to Centerpoint, Bion Dairy or Bion, that would libel, slander or disparage
(whether or not such disparagement legally constitutes libel or slander) (a) the Settling Defendants or the Released Parties; (b) any of the affairs or operations of the Settling Defendants or the Released Parties; or (c) the reputations of the Settling Defendants or the Released Parties. TCMP further agrees, for itself and its partners, members, officers, directors, employees, and agents that they shall not respond to any inquiries from any non-party concerning the activities of the Settling Defendants and the Released Parties with respect to Centerpoint, Bion Dairy or Bion, except if, and only to the extent that, such response is compelled by subpoena or by other judicial or regulatory process. The parties to this Settlement agree that a violation of this paragraph shall not provide a basis for rescinding the Settlement or any of the provisions contained in, or any of the actions taken pursuant to, this Settlement.

MISCELLANEOUS PROVISIONS

29. The Plaintiff and the Settling Defendants and their respective attorneys agree to cooperate fully and to use their best efforts to effectuate the terms and conditions of the Settlement, including the execution of all necessary documents, as soon as possible, and counsel for all parties are expressly authorized to enter into changes, modifications, or amendments of the Stipulation and the attached exhibits which they deem appropriate so long as such changes are in writing, agreed to by the Plaintiff and the Settling Defendants and are approved by the Court except as to purely ministerial and non-substantive changes, modifications or amendments as counsel may determine are necessary and appropriate.

30. Without further order of the Court, the parties may agree to reasonable extensions of time to carry out any of the provisions of this Stipulation.

31. Any failure by any party to insist upon the strict performance by any other party of any of the provisions of this Stipulation shall not be deemed a waiver of any of the provisions hereof, and such party, notwithstanding such failure, shall have the right thereafter to insist upon the strict performance of any and all of the provisions of this Stipulation to be performed by such other party. No waiver, express or implied, by any party of any breach or default by any other party in the performance by the other party of its obligations under this Stipulation shall be deemed or construed to be a waiver of any other breach, whether prior, subsequent, or contemporaneous, under this Stipulation.

32. Within the bounds of all other limitations, rights and obligations set forth in this Settlement Agreement, Plaintiff and the Settling Defendants and their respective attorneys will cooperate fully with one another in seeking Court approval of this Settlement Agreement and use their best efforts to effect the consummation of the Settlement and compliance with the provisions hereof.

33. Pending final determination of whether this Settlement should be approved, no Party shall commence or prosecute any action on behalf of itself or any other person, asserting any Released Claims against any of the Released Parties.

34. The parties will request the Court to order that, pending final determination of whether the Settlement should be approved, Plaintiff and all members of the Class, and any of them are barred and enjoined from commencing, prosecuting, continuing, instigating or in any way participating in the commencement or prosecution of any action asserting any Released Claims, either directly, representatively, derivatively or in any other capacity, against any Defendant, which have been or could have been asserted, or which arise out of or relate in any way to any of the transactions or events described in any complaint or amended complaint in the Action.

35. The undersigned Plaintiff's Counsel hereby represent that they have the authority, on behalf of the Plaintiff, to execute this Settlement Agreement. The undersigned Settling Defendants' Counsel hereby represent that they have been authorized by their respective clients to execute this Settlement Agreement.

36. The Plaintiff and Class Counsel warrant and represent that none of the Released Claims has been assigned, encumbered or in any manner transferred in whole or in part.

37. The headings in this Settlement Agreement are solely for the convenience of the attorneys for the parties and the Court. The headings shall not be deemed to be a part of this Settlement Agreement and shall not be considered in construing or interpreting this Settlement Agreement.

38. This Settlement Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective subsidiaries, affiliates, directors, officers, employees, heirs, executors, partners, successors, representatives and assigns and any corporation or other entity into or with which any corporate party hereto may merge or consolidate.

39. This Settlement Agreement may be executed in counterparts and may be filed with the Court with separately executed counterpart signature pages attached. For this purpose, signature pages transmitted by telecopier shall be deemed to be original signature pages.

40. This Settlement Agreement and its exhibits shall be construed and entered into in accordance with the laws of the State of Delaware without giving regard to Delaware's conflict of law rules. Any action to enforce or challenge the provisions of this Stipulation shall be filed exclusively in the Court.

41. The foregoing constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes any prior agreements among the Parties. This Stipulation may not be modified or amended, nor may any of its provisions be waived, except by a writing signed by all Parties hereto.

     Dated:   May 15, 2007

/s/ John M. Seaman
John M. Seaman  (#3868)
Bouchard Margules & Friedlander, P.A.
222 Delaware Avenue, Suite 1400
Wilmington, DE 19801
(302) 573-3500

Attorneys for Barry Fingerhut

/s/ Mark A. Smith
Mark A. Smith
Pro Se
1775 Summitview Way
P. O. Box 566
Crestone, Colorado 81131


/s/ Michael J. Maimone / dmb
Michael J. Maimone (DSBA #/3592)
Edwards Angell Palmer & Dodge LLP
919 North Market St., 15th Floor
Wilmington, DE 19801
(302) 777-7770

Attorneys for David Mitchell

/s/ Stephen E. Jenkins (#2152)
Stephen E. Jenkins
Ashby & Geddes
222 Delaware Avenue, 17th Floor
Wilmington, DE 19899
(302) 654-1888

/s/ Srinivas M. Raju
Srinivas M. Raju (# 3313)
Richards, Layton & Finger, P.A.
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
(302) 651-7700

Attorneys for Bion Environmental Technologies, Inc., Bion Dairy Corporation and Centerpoint Corporation

/s/ Arthur H. Aufses, III
Arthur H. Aufses
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
(212) 715-9234

Attorneys for :
Howard Chase (as to Paragraphs 8 and 15 only), Gianni Bulgari (as to Paragraphs 8 and 15 only), William Spier (as to Paragraphs 8 and 15 only), and Mark H. Hauser (as to Paragraphs 8 and 15 only).

/s/ Carmella P. Keener
Carmella P. Keener (# 2810)
Rosenthal, Monhait & Goddess, P.A.
919 North Market Street, Suite 1401
Wilmington, DE  19801
(302) 656-4433

Attorneys for Plaintiff

TCMP 3 PARTNERS LLP, on behalf of itself   )
and all others similarly situated          )
                                           )
                        Plaintiff,         )
                                           )
            - and -                        )
                                           )
CENTERPOINT CORPORATION,                   )
                                           )
                  Nominal Plaintiff,       )   Civil Action No. 170-VCP
                                           )
            - against -                    )
                                           )
MARK S. HAUSER, HOWARD CHASE, WILLIAM      )
SPIER, GIANNI BULGARI, BION ENVIRONMENTAL  )
TECHNOLOGIES, INC., BION DAIRY CORPORATION,)
BARRY FINGERHUT, MARK A. SMITH, and DAVID  )
MITCHELL,                                  )
                                           )
                        Defendants.        )

STIPULATION AND AGREEMENT OF COMPROMISE,
SETTLEMENT AND RELEASE AS TO CERTAIN DEFENDANTS

Certain of the parties to the above captioned action (the "Action") described herein, by and through their respective attorneys, propose the following Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation" or "Settlement Agreement") for approval by the Court:

WHEREAS:

A. Plaintiff TCMP 3 Partners LLP ("TCMP") owns more than 165,000 shares of the stock of Centerpoint Corporation ("Centerpoint").

B. Defendants Mark S. Hauser ("Hauser"), Howard Chase ("Chase"), William Spier ("Spier"), and Gianni Bulgari ("Bulgari") were directors of Centerpoint during the relevant time period set forth in the Complaint filed in the action (the "Complaint"). Emmanuel Arbib ("Arbib") is a former director of Centerpoint. Tamarix Capital Corporation ("Tamarix") is a Delaware corporation that is owned by defendant Hauser.

C. Before January 2002, more than 50 percent of the stock of Centerpoint was owned by OAM S.p.A. ("OAM"), and OAM was a subsidiary of Trident Rowan Group, Inc. ("TRG"). TRG subsequently was merged into Comtech Group, Inc. ("Comtech").

D. On January 16, 2002, Centerpoint announced that it had entered into a transaction in which Centerpoint, among other things, paid $8.5 million to Bion Environmental Technologies, Inc. ("Bion"), and acquired 19 million shares of the stock of Bion (the "Bion Investment").

E. In connection with the Bion Investment, the firm of Investec Ernst & Company, now known as Investec (US) Incorporated ("Investec"), acted as a financial advisor to Centerpoint, and Mark Segall, an officer of Investec, worked on the Bion Investment on behalf of Investec.

F. Also in connection with the Bion Investment, the firm of Joseph Stevens & Company, Inc. ("Stevens") acted as a financial advisor and issued a "fairness opinion" to Centerpoint, and Michael Beckert, Esq. ("Beckert"), acted as special counsel and provided certain legal services to Centerpoint.

G. On or about January 16, 2004, TCMP commenced this Action derivatively on behalf of Centerpoint and as a class action on behalf of TCMP and all other persons who owned shares of Centerpoint as of the close of the market on January 15, 2002, excluding defendants and certain potential defendants. In the Complaint, TCMP alleges, among other things, that the Bion Investment wasted Centerpoint's assets, improperly diluted the interests in Centerpoint of Centerpoint's public stockholders, and unjustly enriched the Defendants. TCMP further alleges that in approving the Bion Investment, Defendants Hauser, Chase, Spier, and Bulgari (the "TRG Defendants") breached their fiduciary duties to Centerpoint and to Centerpoint's public shareholders and made materially false and misleading statements to the detriment of TCMP and the other public shareholders of Centerpoint.

H. The TRG Defendants have denied and continue to deny that any of them has committed or has threatened to commit any violation of law or breach of duty owed to Centerpoint, or to TCMP, or to any of the public shareholders of Centerpoint.

I. After commencing the Action, counsel for TCMP and the Class engaged in extensive arm's length discussions and negotiations with counsel for the TRG Defendants concerning the possible resolution of the Action.

J. After counsel for TCMP and the Class had made a thorough investigation and had fully considered the events described above, counsel for the parties to the Action reached an agreement in principle providing for the settlement of the Action between and among the TRG Defendants and the Plaintiff, on behalf of TCMP and the Class on behalf of which TCMP has brought the Action, on the terms and subject to the conditions set forth below (the "Settlement").

K. Although Plaintiff believes that the claims asserted in the Action have merit, it also believes that the Settlement will provide benefits to the Class (as defined below) that are substantial, immediate, and sufficient when weighed against the attendant risks of continued litigation to warrant resolution of the Action. In addition to the financial benefits provided by the Settlement to the Class, Plaintiff and its counsel have considered the expense and length of time necessary to prosecute the Action through trial; the defenses asserted by and available to the TRG Defendants; the

uncertainties of the outcome of the Action; the fact that other potentially culpable parties have since been named as defendants in the Action and claims against such potential parties are not being released as part of this Settlement; and the fact that resolution of the Action, if the Court found in Plaintiff's favor, would likely be submitted for appellate review, as a consequence of which it could be many years until there is a final adjudication of the Action. In light of these considerations and Plaintiff's counsel's investigation and thorough review of the available evidence, including certain documents produced by Centerpoint and interviews with various witnesses, and the legal principles applicable in this Action, Plaintiff and its counsel have determined that the terms of the Settlement are fair, reasonable, and adequate and that it is in the best interests of the Class to settle the Action on the terms set forth herein.

L. Although the TRG Defendants have denied, and continue to deny, that any of them has violated any law or breached any duty owed to the Plaintiff or to the members of the Class, the TRG Defendants also consider it desirable that the Action be settled and dismissed, subject to the terms and conditions herein, because the Settlement will (i) halt the substantial expense, inconvenience and distraction of continued litigation of Plaintiff's claims, and (ii) finally put to rest all claims of Class members arising out of, or relating in any way to, the Bion Investment.

NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO AND AGREED, by and among the undersigned counsel, on behalf of their respective clients and the Class, and subject to certification of the Class for the purposes of this Stipulation and the approval of the Court pursuant to Chancery Court Rules 23 and 23.1, that the Action shall be settled, compromised, and dismissed as to all of the TRG Defendants (defined herein) and all other Released Parties, with prejudice and without court costs to any party (except as stated below), upon and subject to the following terms and conditions:

ADDITIONAL DEFINITIONS

1. As used in this Stipulation and the related documents annexed hereto as exhibits, which exhibits are incorporated by reference in this Stipulation, the following terms (not already defined in the recitals set forth above) shall have the meanings set forth below:

(a) "January 2002 Class" means all record and beneficial owners of shares of the common stock of Centerpoint at the close of the market on January 15, 2002, and their respective heirs, administrators, executors, successors and assigns. Excluded from the January 2002 Class are all of the defendants named as such in the Amended Complaint, filed on October 19, 2004 (the "Defendants"), and any person, firm, trust, corporation or other entity affiliated with any of the Defendants, as well as Centerpoint, Bion, and Bion's subsidiaries and affiliates, and any current or former officer or director of Bion, or Bion's subsidiaries or affiliates, or Centerpoint, or any paid consultant of or to Bion, who is (i) a shareholder or creditor of Bion or Bion's subsidiaries or affiliates, and/or (ii) is a shareholder of Centerpoint.

(b) "Class of Current Shareholders" means all record and beneficial owners of shares of the common stock of Centerpoint at the close of the market on May 11, 2007, and their respective heirs, administrators, executors, successors and assigns. Excluded from the Class of Current Shareholders are Defendants and any person, firm, trust, corporation or other entity affiliated with any of the Defendants, as well as Centerpoint, Bion, and Bion's subsidiaries and affiliates, and any current or former officer or director of Bion, or Bion's subsidiaries or affiliates, or Centerpoint, or any paid consultant of or to Bion, who is (i) a shareholder or creditor of Bion or Bion's subsidiaries or affiliates, and/or (ii) is a shareholder of Centerpoint.

(c) "Class" means, collectively, the members of the January 2002 Class and the members of the Class of Current Shareholders.

(d) "Class Counsel" or "Plaintiff's Counsel" means Wolf Popper LLP and Rosenthal, Monhait & Goddess, P.A.

(e) "TRG Defendants" means Mark S. Hauser, Howard Chase, William Spier, and Gianni Bulgari.

(f) "Defendants' Counsel" means Kramer Levin Naftalis & Frankel LLP and Ashby & Geddes.

(g) The "Effective Date" of this Settlement shall be the day after the day on which the Order and Final Judgment described in Paragraph 11 becomes Final.

(h) An order of the Court becomes "Final" on (a) the date on which the time for an appeal from that order has expired without any notice of appeal having been filed, or (b) if there is an appeal of such order, the date of final affirmation thereof. In addition, the Order and Final Judgment shall not become Final until, if separately ordered, any orders awarding fees and expenses to Class Counsel have become Final.

(i) "Hearing Date" means the date set by the Court to consider whether the Settlement shall be approved;

(j) "Notice" means the form of Third Notice of Pendency of Class Action, Class Action Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear, a copy of which is attached hereto as Exhibit B;

(k) "Person" means, without limitation, any individual, corporation, partnership or other entity, and his, her or its legal representative;

(l) "Plaintiff" means TCMP, as defined above.

(m) "Released Parties" means, Mark S. Hauser, Howard Chase, William Spier, Gianni Bulgari, Trident Rowan Group, Inc., Comtech Group, Inc., OAM S.p.A., Investec, Tamarix Capital Corporation, Emmanuel Arbib, and Mark Segall, and each of their respective present, former and/or future officers, directors, employees, agents, attorneys, accountants,

representatives, affiliates, associates, parents and subsidiaries and each of their respective heirs, executors, administrators, successors and assigns, other than those expressly excluded as set forth in this subparagraph (m). The following parties are expressly excluded from being, and are not, Released Parties pursuant to this Settlement: Beckert, Stevens, Centerpoint, Bion, and any of Bion's subsidiaries and affiliates, and any current or former officer or director of Bion, or Bion's subsidiaries or affiliates, or Centerpoint, other than the TRG Defendants.

(n) "Released Claims" means any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, that have been or could have been asserted in the Action or in any court, tribunal or proceeding (including but not limited to, any claims arising under federal or state law relating to alleged fraud, breach of duty, negligence, violations of any federal securities laws or otherwise) by or on behalf of the Plaintiff in the Action and/or any member of the Class, whether individual, class, derivative, representative, legal, equitable, or other type of, or in any other capacity against any of the Released Parties, which have arisen from any of the facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series thereof, embraced, involved, set forth in, or which could have been set forth in, or are otherwise related to (i) the Complaint or the Amended Complaint filed in the Action, or (ii) the Bion Investment, or
(iii) any proxy material, public filings or statements sent to or received by any member or purported member of the Class or any of their brokers by any of the TRG Defendants or any other Released Party in connection with the Bion Investment; or (iv) the Complaint and/or the Settlement Agreement filed in the action titled, Centerpoint Corporation et al. v. Comtech Group, Inc. et al., (Court of Chancery, New Castle County, State of Delaware).

(o) The "Settlement" means the terms and conditions set forth herein.

DEFENDANTS' SETTLEMENT PAYMENT

2. Promptly upon the parties' signing of this Settlement Agreement, the TRG Defendants shall place the sum of $140,000 in an interest bearing escrow account. Such sum, plus any and all accrued interest, shall constitute the "Settlement Proceeds." On the Effective Date, the TRG Defendants shall deliver the Settlement Proceeds to Plaintiff's Counsel. If the Settlement does not become final by November 30, 2007 (i.e., the Effective Date does not come prior to that date), the Settlement Proceeds shall revert back to the TRG Defendants and this Settlement Agreement shall become null and void.

UNDERTAKING BY RELEASED PARTIES

3. In the event that the Plaintiff commences any action concerning the Bion Investment against parties other than the Released Parties, the Released Parties agree that they shall not assert the ground of lack of personal jurisdiction as a basis for resisting non party discovery requests by the Plaintiff in any such action and the Released Parties agree to comply, subject to applicable law and rules, with reasonable and relevant discovery requests by Plaintiff.

SCHEDULING ORDER

4. As soon as practicable after this Stipulation has been executed, the parties hereto shall jointly apply to the Court for an order, in the form attached hereto as Exhibit A (the "Scheduling Order"):

(a) Preliminarily certifying the Class, pursuant to Chancery Court Rules 23(b)(3) and 23.1 for settlement purposes; preliminarily certifying Plaintiff as representative of the Class; preliminarily certifying Plaintiff's Counsel as counsel for the Class;

(b) Directing that a hearing be held by the Court (the "Settlement Hearing") to determine, among other things:

(i) whether the Court should approve the Settlement (including the Plan of Allocation hereinafter referred to) and enter the Order and Final Judgment dismissing the Action pursuant to Chancery Court Rules 23(e) and 23.1with prejudice and on the merits, each party to bear its own costs (except as expressly provided herein), and extinguishing and releasing any and all Released Claims as against any and all Released Parties;

(ii) whether, in the event that the Court approves the Settlement, to grant Plaintiff's application for an award of attorneys' fees and/or an incentive award to Plaintiff, and for the reimbursement of expenses that it may make in accordance with the Stipulation;

(iii) whether the Class should be permanently certified; and such other matters as the Court may deem necessary and appropriate.

(c) Approving the form of the Notice and providing that a copy of the Notice, substantially in the form attached hereto as Exhibit B, shall be mailed by Centerpoint or the TRG Defendants at least forty-five (45) days prior to the Settlement Hearing, in the name of the Register in Chancery or by the direction of the Court, to all Class members at their last known addresses appearing in the records maintained by or on behalf of Centerpoint;

(d) Determining that the procedure for providing such notice to the Class is sufficient under the circumstances and consistent with the provisions of Chancery Court Rule 23 and the requirements of due process;

(e) Directing that members of the Class must submit objections, if any, to the Settlement and/or to the application by Class Counsel and/or Plaintiff for an award of fees and reimbursement of expenses, in the manner enumerated in the Notice at Section VIII, on or before a date to be fixed by the Court; and

(f) Requesting all record holders in the Class who were not also the beneficial owners of the shares of Centerpoint held by them of record to forward the Notice to such beneficial owners of those shares. Additional copies of the Notice will be made available to record holders for this purpose upon request.

RIGHT TO OPT-OUT OF CLASS

4. (A) Members of the Class shall have the ability to opt-out of the Class, provided they notify Plaintiff's counsel and Defendants' counsel of their intention to opt-out in the manner to be set forth in the Scheduling Order, a form of which is attached hereto as Exhibit A, and the Notice, annexed hereto as Exhibit B. Members of the Class who choose to opt-out of the Class shall not receive any of the Settlement Proceeds. However, the TRG Defendants may, no later than 10 days prior to the Hearing Date, unilaterally withdraw from, and terminate, the Stipulation of Settlement if Class Members representing not less than 7% of the outstanding shares of Centerpoint elect to exclude themselves from the Class.

NOTICE AND ADMINISTRATION COSTS

5. The TRG Defendants shall give Notice to the Class. For purposes of providing such Notice, Centerpoint or its Transfer Agent shall provide the TRG Defendants with the list of Centerpoint shareholders that is dated closest in time to January 15, 2002, and the list of Centerpoint shareholders that is dated closest in time to May 11, 2007, and the TRG Defendants shall send the Notice by U.S. Mail only, to the shareholders identified on one or both of those lists, at the address indicated for each such shareholder on the lists. Except as expressly provided below, the TRG Defendants shall advance and be responsible for the payment of the costs and expenses as incurred related to providing such Notice of the Settlement to the Class members, regardless of whether the Settlement is finally approved by the Court. Plaintiff shall have no responsibility for payment of the costs of Notice, regardless of whether or not the Settlement is finally approved by the Court. The TRG Defendants shall have no responsibility for or involvement in reviewing or challenging any such Class claims. Neither Centerpoint nor any Defendant shall have any right or interest in any portion of the Settlement Proceeds upon the Effective Date.

EFFECT OF DISAPPROVAL, CANCELLATION AND TERMINATION

6. Each of the parties shall have the option to withdraw from and terminate the Settlement in the event that (a) the Scheduling Order or the Order and Final Judgment referred to in Paragraphs 4 and 11 herein are not entered substantially in the form specified therein, including with such modifications thereto as may be ordered by the Court with the consent of the parties, or do not both become Final in such substantially specified form, or

(b) the Settlement is not approved by the Court or is disapproved, vacated, or substantially modified on appeal. For purposes of this provision, a disallowance or modification by the Court or on appeal of (i) the fees and expenses provided for in Paragraph 8 herein or (ii) approval of the Settlement with respect to the Class of Current Shareholders, shall not be deemed a modification or disapproval of the Settlement or the Order and Final Judgment.

7. If the Court does not approve the Settlement proposed herein, including any amendment made in accordance with Paragraph 32 of this Stipulation, or the Court approves this Stipulation but such approval is reversed or vacated or substantially modified on appeal and such order reversing or vacating or substantially modifying the Settlement becomes final by lapse of time or otherwise, or if any of the conditions to such Settlement are not fulfilled, then (except as otherwise provided herein) the Settlement proposed herein shall be of no further force or effect, this Stipulation and any amendment thereof shall be null and void and without prejudice to any party hereto, any order entered pursuant to this Stipulation (including but not limited to any provisional class certification) shall be withdrawn, vacated, and without any force or effect, and any cash delivered to Plaintiff's Counsel shall be promptly returned to the TRG Defendants and each party shall be restored to his, her or its respective position as it existed prior to the execution of this Stipulation. If the Settlement does not become effective or is terminated or canceled for any reason, neither the Plaintiff nor Class Counsel shall have any obligation to repay any amounts paid to provide Notice to the Class, any taxes paid or incurred; or any costs or taxes paid or incurred by Class Counsel.

ATTORNEYS' FEES AND DISBURSEMENTS

8. Class Counsel shall apply to the Court for an award of attorneys' fees and reimbursement of expenses (including, but not limited to, fees and expenses of any experts retained by Plaintiff or its counsel in connection with the Action) and Plaintiff may apply to the Court for an incentive award and reimbursement of expenses, payable solely out of the Settlement Proceeds. The determination as to the amount of any fees and disbursements to be awarded will be made by the Court. The TRG Defendants will not oppose any such application(s) for attorneys' fees or Plaintiff's incentive award and expenses to the extent the total amount of such application(s) for all such fees and expenses is less than or equal to 30% of the Settlement Proceeds. The amount(s) of the fees and expenses awarded to Class Counsel and/or the incentive payment and expenses to Plaintiff by the Court shall be paid from the Settlement Proceeds within 5 days after the Effective Date. After fees and expenses have been paid to Class Counsel in accordance with this paragraph, the remaining Settlement Proceeds shall constitute the "Net Settlement Proceeds."

9. The fairness, reasonableness and adequacy of the Settlement may be considered and ruled upon by the Court independently of any award of fees or expenses requested by Class Counsel and/or Plaintiff. Notwithstanding anything to the contrary in this Stipulation, this Settlement shall not be conditioned upon any such award of fees or expenses being granted in whole or in part.

RELEASES

10. The Plaintiff` and the other members of the Class (hereinafter "Releasors") hereby release the TRG Defendants and all other Released Parties from all Released Claims as of the Effective Date.

ORDER AND FINAL JUDGMENT

11. If, after the Notice and the Settlement Hearing provided for herein, the Court approves this Settlement, the parties shall jointly present to the Court an "Order and Final Judgment" substantially in the form of Exhibit D hereto, inter alia:

(a) Approving the Settlement (including the Plan of Allocation hereinafter referred to), adjudging the terms thereof to be fair, reasonable, adequate and in the best interests of the Class, pursuant to Chancery Court Rule 23(e) and 23.1;

(b) Authorizing and directing performance of the Settlement in accordance with its terms and conditions;

(c) Permanently certifying the Action as a class action pursuant to Chancery Court Rule 23(b)(3), certifying and defining the Class, appointing Plaintiff as the representative of the Class, and appointing Plaintiff's Counsel as counsel for the Class;

(d) Settling, discharging and dismissing the Action with prejudice on the merits, and releasing the TRG Defendants and all other Released Parties, and each of them, from the Released Claims, subject only to compliance by the parties with the terms and conditions of this Stipulation and any order of the Court with reference to the Settlement;

(e) Permanently barring and enjoining Plaintiff and all members of the Class from asserting, commencing, prosecuting or continuing, either directly, individually, representatively, or in any other capacity, any of the Released Claims as against any and all Released Parties; and

(f) Determining any award of fees and other reimbursement of expenses incurred by Class Counsel and/or Plaintiff and reserving jurisdiction over all matters relating to the administration and effectuation of the Settlement.

ADMINISTRATION OF THE SETTLEMENT

12. Plaintiff's Counsel shall be responsible for supervising the administration of the Settlement and disbursement of the Net Settlement Proceeds. Except for their obligation to fund the Settlement, and to cooperate in the production of information with respect to the identification of Class members from Centerpoint's shareholder transfer records, the TRG Defendants and Centerpoint shall have no liability, obligation or responsibility for the administration of the Settlement or disbursement of

the Net Settlement Proceeds. Plaintiff's Counsel shall have the right, but not the obligation, to waive what they deem to be formal or technical defects in any Proofs of Claim (substantially in the form attached as Exhibit C hereto) submitted in the interests of achieving substantial justice.

13. For purposes of determining the extent, if any, to which a Class member shall be entitled to be treated as an Authorized Claimant, the following conditions shall apply:

(a) Each Class member shall be required to submit a Proof of Claim, setting forth his, her, or its entire position in Centerpoint's common stock as of the close of the market on January 15, 2002, and/or as of May 11, 2007, supported by such documents as are designated therein, or such other documents or proof as Plaintiff's Counsel, in their discretion, may deem acceptable.

(b) All Proofs of Claim must be submitted by the date specified in the Notice unless such period is extended by Order of the Court. Any Class member who fails to submit a Proof of Claim by such date shall be forever barred from receiving any payment pursuant to this Settlement (unless, by Order of the Court, a later submitted Proof of Claim by such Class member is approved), but shall in all other respects be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims. Provided that it is received before the motion for the Class Distribution Order is filed, a Proof of Claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope and if mailed by first-class mail and addressed in accordance with the instructions thereon. In all other cases, the Proof of Claim shall be deemed to have been submitted when actually received by the Plaintiff's Counsel.

(c) Each Proof of Claim shall be submitted to, and reviewed by, Plaintiff's Counsel, who shall determine in accordance with this Stipulation the extent, if any, to which each claim shall be allowed, subject to review by the Court pursuant to subparagraph (e) below.

(d) Proofs of Claim that do not meet the submission requirements may be rejected. Prior to rejection of a Proof of Claim, Plaintiff's Counsel shall communicate with the claimant in order to remedy the curable deficiencies in the Proof of Claim submitted. Plaintiff's Counsel may request such additional documentation as they deem necessary to determine a claim's validity. Plaintiff's Counsel shall notify, in a timely fashion and in writing, all claimants whose Proofs of Claim they propose to reject in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that the claimant whose claim is to be rejected has the right to a review by the Court if the claimant so desires and complies with the requirements of subparagraph (e) below.

(e) If any claimant whose Proof of Claim has been rejected in whole or in part desires to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of the notice required in

subparagraph (d) above, serve upon Plaintiff's Counsel a notice and statement of reasons indicating the claimant's grounds for contesting the rejection, along with any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a claim cannot be otherwise resolved, Plaintiff's Counsel shall thereafter present the request for review to the Court; and

(f) The administrative determinations of Plaintiff's Counsel accepting and rejecting claims shall be presented to the Court, on notice to Defendants' Counsel, for approval by the Court.

14. Each claimant shall be determined to have submitted to the jurisdiction of the Court with respect to the claim submitted, and the claim will be subject to investigation and discovery under Delaware's Chancery Court Rules, provided that such investigation and discovery shall be limited to that claimant's status as a Class member and the validity and amount of the claim. No discovery shall be allowed on the merits of the Action or Settlement in connection with the processing of the Proofs of Claim.

15. The Court's approval or rejection of the claims and payments pursuant thereto shall be deemed final and conclusive as to the Class members. All Class members whose claims are not approved by the Court shall be barred from participating in distributions from the Net Settlement Proceeds, but otherwise shall be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against the Released Parties concerning the Released Claims.

16. All proceedings with respect to the administration, processing and determination of claims and the determination of all controversies relating thereto, including disputed questions of law and fact with respect to the validity of claims, shall be subject to the jurisdiction of the Court.

17. The Net Settlement Proceeds shall be distributed to Authorized Claimants only after the Effective Date and after: (i) the Court has approved a Plan of Allocation; (ii) all matters with respect to attorneys' fees, and/or Plaintiff's incentive award, costs, and disbursements have been resolved by the Court, and all appeals therefrom have been resolved or the time therefore has expired; (iii) all costs of administration and taxes have been paid or reserved; and (iv) the Court has entered an order authorizing the specific distribution of the Net Settlement Proceeds (the "Class Distribution Order") after all claimants whose claims have been rejected or disallowed, in whole or in part, have been notified and provided the opportunity to be heard concerning such rejection or disallowance; and all objections with respect to all rejected or disallowed claims have been resolved by the Court, and all appeals therefrom have been resolved or the time therefore has expired.

18. After reasonable and diligent efforts have been made to distribute the Net Settlement Proceeds to Authorized Claimants, and if a proportionate reallocation of any balance remaining in the Net Settlement Proceeds one (1)

year after the initial distribution among Authorized Claimants is not practicable, then any remaining Net Settlement Proceeds shall be contributed to non-sectarian, not-for-profit, tax-exempt organizations designated by Plaintiff's Counsel jointly and not affiliated with any of Class Counsel; provided, however, that if the remaining balance has a value exceeding $10,000, such contributions shall be subject to Court approval.

PLAN OF ALLOCATION OF THE NET SETTLEMENT PROCEEDS

19. After the events set out in paragraphs 11 through 18 have occurred, Plaintiff's Counsel shall distribute (or cause to be distributed) pursuant to the Class Distribution Order the Net Settlement Proceeds to members of the January 2002 Class who have submitted valid and acceptable Proofs of Claim ("Authorized Claimants"). Plaintiff's Counsel shall determine each Authorized Claimant's pro rata share of the Net Settlement Proceeds based upon the amount of each Authorized Claimant's "Recognized Claim," which shall be calculated as follows (the "Plan of Allocation"): The total number of shares that are beneficially owned by the Authorized Claimant shall be divided by the total number of shares of Centerpoint that were outstanding as of the close of the market on January 15, 2002; the resulting number shall be multiplied by the total amount of the Net Settlement Proceeds.

20. Class members who do not submit valid and acceptable Proofs of Claim will not share in the Net Settlement Proceeds but will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court dismissing this Action.

SETTLEMENT NOT AN ADMISSION

21. This Settlement, whether or not consummated, and any proceedings taken hereunder or orders issued pursuant hereto are not and shall not, in any event, be construed as or deemed to be an admission or concession by the parties, or any of them, of the truth of any fact alleged or the validity of any claim or defense asserted in the Action or of the liability of the TRG Defendants or any of the other Released Parties. Nor shall this Settlement Agreement, or any papers or orders related to it, or any of the terms thereof, be offered or received in evidence or in any way referred to against the TRG Defendants, any of the other Released Parties, the Plaintiff or any Class members in the Action or in any other legal or administrative proceeding other than as may be necessary to consummate or enforce this Settlement Agreement, unless otherwise ordered by a Court. Nor are they a concession or presumption of any wrongdoing on the part of the TRG Defendants (or any of the other Released Parties). The TRG Defendants have denied, and continue to deny, that they have committed any violation of law and the averments that Plaintiff or any Class member suffered any monetary damage by reason of the alleged wrongdoing, and the TRG Defendants have entered into this Settlement, among other reasons, in order to avoid the further inconvenience, expense and burden of protracted and costly litigation. Nothing in this Stipulation or Settlement shall be construed as an admission or concession that the Plaintiff or any Class members have, in fact, suffered

any damage or that the TRG Defendants or any of the other Released Parties are liable to the Plaintiffs or any Class member. Nothing in this Settlement shall be construed as an admission or concession by the Plaintiff, Class Counsel or any Class member as to any lack of merit as to the claims in the Action or recoverability with respect to such claims.

22. TCMP 3 Partners LLP agrees, for itself and for its partners, members, officers, directors, employees, and agents that none of them shall publish to a third-party any statement (orally or in writing), or instigate, assist or participate in the publication to a third-party of any statement concerning the activities of the TRG Defendants or the Released Parties with respect to Centerpoint or Bion, that would libel, slander or disparage
(whether or not such disparagement legally constitutes libel or slander) (a) the TRG Defendants or the Released Parties; (b) any of the affairs or operations of the TRG Defendants or the Released Parties; or (c) the reputations of the TRG Defendants or the Released Parties. TCMP 3 Partners LLP further agrees, for itself and its partners, members, officers, directors, employees, and agents that they shall not respond to any inquiries from any third-party concerning the activities of the TRG Defendants and the Released Parties with respect to Centerpoint or Bion, except if, and only to the extent that, such response is compelled by subpoena or by other judicial or regulatory process. The parties to this Settlement agree that a violation of this paragraph shall not provide a basis for rescinding the Settlement or any of the provisions contained in, or any of the actions taken pursuant to, this Settlement.

23. The TRG Defendants and the other Released Parties agree, for themselves and for their respective partners, members, officers, directors, employees, and agents that none of them shall publish any statement (orally or in writing), or instigate, assist or participate in the publication to a third-party of any statement concerning the activities of TCMP 3 Partners LLP or its partners with respect to Centerpoint or Bion, that would libel, slander or disparage (whether or not such disparagement legally constitutes libel or slander) (a) TCMP 3 Partners LLP or its partners; (b) any of the affairs or operations of TCMP Partners LLP or its partners; or (c) the reputations of TCMP 3 Partners LLP or its partners. The TRG Defendants and the Released Parties further agree, for themselves and for their respective partners, members, officers, directors, employees, and agents that they shall not respond to any inquiries from any third-party concerning the activities of TCMP 3 Partners LLP, or its Partners with respect to Centerpoint or Bion, except if, and only to the extent that, such response is compelled by subpoena or by other judicial or regulatory process. The parties to this Settlement agree that a violation of this paragraph shall not provide a basis for rescinding the Settlement or of any of the provisions contained in, or any of the actions taken pursuant to, this Settlement.

MISCELLANEOUS PROVISIONS

24. Within the bounds of all other limitations, rights and obligations set forth in this Settlement Agreement, Plaintiff and the TRG Defendants and their respective attorneys will cooperate fully with one another in seeking Court approval of this Settlement Agreement and use their best efforts to effect the consummation of the Settlement and compliance with the provisions hereof.

25. Pending final determination of whether this Settlement should be approved, the Plaintiff shall not commence or prosecute any action on behalf of itself or any other person, asserting any Released Claims against the Released Parties.

26. The undersigned Plaintiff's Counsel hereby represent that they have the authority, on behalf of the Plaintiff, to execute this Settlement Agreement. The undersigned TRG Defendants' Counsel hereby represent that they have been authorized by their respective clients to execute this Settlement Agreement.

27. The Plaintiff and Class Counsel warrant and represent that none of the claims asserted in the Action has been assigned, encumbered or in any manner transferred in whole or in part.

28. The headings in this Settlement Agreement are solely for the convenience of the attorneys for the parties and the Court. The headings shall not be deemed to be a part of this Settlement Agreement and shall not be considered in construing or interpreting this Settlement Agreement.

29. This Settlement Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective subsidiaries, affiliates, directors, officers, employees, heirs, executors, partners, successors, representatives and assigns and any corporation or other entity into or with which any corporate party hereto may merge or consolidate, other than Beckert, Stevens, Centerpoint, Bion, and any of Bion's subsidiaries and affiliates, and any of the current or former officers or directors of Bion, or Bion's subsidiaries and affiliates, or Centerpoint (excluding the Defendants herein).

30. This Settlement Agreement may be executed in counterparts and may be filed with the Court with separately executed counterpart signature pages attached. For this purpose, signature pages transmitted by telecopier shall be deemed to be original signature pages.

31. This Settlement Agreement shall be construed and entered into in accordance with the laws of the State of Delaware without giving regard to Delaware's conflict of law rules. Any action to enforce or challenge the provisions of this Stipulation shall be filed exclusively in the Court of Chancery of the State of Delaware and in no other Court.

32. The foregoing constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes any prior agreements among the parties. This Stipulation may not be modified or amended, nor may any of its provisions be waived, except by a writing signed by all parties hereto.

Dated: May 15, 2007

WOLF POPPER LLP

By: /s/ Chet B. Waldman
    Chet B. Waldman
845 Third Avenue
New York, New York 10022
212-759-4600

ROSENTHAL, MONHAIT & GODDESS, P.A.

By: /s/ Carmella P. Keener
    Norman Monhait  (DSBA No. 1040)
    Carmella Keener  (DSBA No. 2810)
Suite 1401, 919 Market Street
Wilmington, Delaware 19899-4433
302-656-4433
Plaintiff's Counsel

KRAMER LEVIN NAFTALIS & FRANKEL LLP

By: /s/ Arthur H. Aufses III
    Arthur H. Aufses III
1177 Avenue of the Americas
New York, New York 10036
212-715-9100

ASHBY & GEDDES

By: /s/ Stephen E. Jenkins
    Stephen E. Jenkins
222 Delaware Avenue
17th Floor
P.O. Box 1150
Wilmington, Delaware 19899
302-654-1888
Defendants' Counsel

THE NON-DEFENDANT RELEASED PARTIES:

Trident Rowan Group, Inc.

By: /s/ Hope Ni (AHA)

Comtech Group, Inc.

By: /s/ Hope Ni (AHA)

OAM S.p.A.

By: /s/ Hope Ni (AHA)

Investec (US) Incorporated

By: /s/ David R. Rappaport (AHA)

/s/ Mark Segall
Mark Segall

Tamarix Capital Corporation

By /s/ Mark S. Hansen (AHA)

/s/ Emmanuel Arbib
Emmanuel Arbib