EXHIBIT 10.3

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY
BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH OPINION IS REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.




                           CENTERPOINT CORPORATION
            Warrant for the Purchase of Shares of Common Stock,
                           no par value per share



            THIS WARRANT BECOMES EXERCISABLE ON MARCH 14, 2002
                        AND EXPIRES ON MARCH 14, 2007


                                                             1,000,000 Shares
                                                             ----------------


     THIS CERTIFIES that, for value received, Bion Environmental Technologies,
Inc., a Colorado corporation, with an address at 18 East 50th Street, 10th
Floor, New York, New York 10022 ("Bion", and, with any transferee, the
"Holder"), is entitled to subscribe for and purchase from Centerpoint
Corporation, a Delaware corporation (the "Company"), upon the terms and
conditions set forth herein, at any time or from time to time after March 14,
2002 and before 5:00 P.M. on March 14, 2007, New York time (the "Exercise
Period"), 1,000,000 shares of the Company's Common Stock, no par value per
share (the "Common Stock"), at an initial Exercise Price of $3.00 per share.
As used herein the term "this Warrant" shall mean and include this Warrant and
any Warrant or Warrants hereafter issued as a consequence of the exercise or
transfer of this Warrant in whole or in part.



     The number of shares of Common Stock issuable upon exercise of this
Warrant (the "Warrant Shares") and the Exercise Price may be adjusted from
time to time as hereinafter set forth.

<PAGE>
     1.  This Warrant may be exercised during the Exercise Period, as to the
whole or any lesser number of whole Warrant Shares, by the surrender of this
Warrant (with the election at the end hereof duly executed) to the Company at
its office at 18 East 50th Street, Tenth Floor, New York, New York 10022,
Attention:  David Mitchell, or at such other place as is designated in writing
by the Company.

            (a)     Subject to Section 1(b) hereof, such executed election
must be accompanied by payment in an amount equal to the Exercise Price
multiplied by the number of Warrant Shares for which this Warrant is being
exercised.  Such payment may be made by certified or bank cashier's check
payable to the order of the Company, or as otherwise provided in Section 1(b)
hereof.

            (b)     In lieu of exercising this Warrant via cash payment, the
Holder may effect a cashless exercise and receive Warrant Shares equal to the
value of this Warrant (or the portion thereof being canceled) by means of a
net issuance exercise, in which event the Company shall issue to the Holder a
number of Warrant Shares computed using the following formula:

         X = Y (A - B)
             ---------
                 A

Where X  =  the number of Warrant Shares to be issued to the Holder.
      Y  =  the number of Warrant Shares purchasable under this Warrant or,
            if only a portion of the Warrant is being exercised, the Warrant
            Shares purchasable under the portion of the Warrant being
            exercised (at the date of such calculation).
      A  =  the Current Market Price (as defined below) of one share of Common
            Stock (at the date of such calculation).
      B  =  the Exercise Price (as adjusted to the date of such calculation).

     If the above calculation results in a negative number, then no Warrant
Shares shall be issued or issuable upon conversion of this Warrant pursuant to
this Section 1(b), and the Warrant shall not be deemed to have been exercised,
notwithstanding the delivery of the notice of election.

     The "Current Market Price" of one share of Common Stock shall mean the
average closing price of the Common Stock for the five (5) trading days prior
to the date of determination (the "Average Closing Price"), as reported by the
O.T.C. Bulletin Board (the "O.T.C. Bulletin Board"), the Bulletin Board
Exchange ("BBX") or the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or if the stock is not traded on any of the
O.T.C. Bulletin Board, BBX or NASDAQ, the Average Closing Price reported by
any other over-the-counter market; provided, however, that if the Common Stock
is listed on an exchange, the Current Market Price shall be the Average
Closing Price on such exchange for the five (5) trading days prior to the date
of determination.  If the Common Stock is/was not traded during the five (5)
trading days prior to the date of determination, then the closing price for
the last publicly traded day shall be deemed to be the closing price for any
and all (if applicable) days during such five (5) trading day period.

<PAGE>
     Upon each exercise of the Holder's rights to purchase Warrant Shares, the
Holder shall be deemed to be the holder of record of the Warrant Shares
issuable upon such exercise, notwithstanding that the transfer books of the
Company shall then be closed or certificates representing such Warrant Shares
shall not then have been actually delivered to the Holder.  As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or its
designee.  If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.

     2.     (a)     Any Warrants issued upon the transfer or exercise in part
of this Warrant shall be numbered and shall be registered in a Warrant
Register as they are issued.  The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other person.
This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment, or authority to transfer.  In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative,
duly authenticated evidence of his or its authority shall be produced.  Upon
any transfer or partial exercise, the Company shall deliver a new Warrant or
Warrants to the person entitled thereto.  This Warrant may be exchanged, at
the option of the Holder thereof, for another Warrant, or other Warrants of
different denominations, of like tenor and representing in the aggregate the
right to purchase a like number of Warrant Shares (or portions thereof), upon
surrender to the Company or its duly authorized agent.  Notwithstanding the
foregoing, the Company shall have no obligation to cause Warrants to be
transferred on its books to any person if, in the opinion of counsel to the
Company, such transfer does not comply with the provisions of the Securities
Act of 1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder.

            (b)     The Holder acknowledges that it has been advised by the
Company that neither this Warrant nor the Warrant Shares have been registered
under the Act, that this Warrant is being or has been issued and the Warrant
Shares may be issued on the basis of the statutory exemption provided by
Section 4(2) of the Act or Regulation D promulgated thereunder, or both,
relating to transactions by an issuer not involving any public offering.  The
Holder acknowledges that it has been informed by the Company of, or is
otherwise familiar with, the nature of the limitations imposed by the Act and
the rules and regulations thereunder on the transfer of securities.  In
particular, the Holder agrees that no sale, assignment or transfer of this
Warrant or the Warrant Shares issuable upon exercise hereof shall be valid or
effective, and the Company shall not be required to give any effect to any
such sale, assignment or transfer, unless (i) the sale, assignment or transfer
of this Warrant or such Warrant Shares is registered under the Act, it being
understood that neither this Warrant nor such Warrant Shares are currently
registered for sale and that the Company has no obligation or intention to so


<PAGE>
register this Warrant or such Warrant Shares except as specifically provided
herein; or (ii) this Warrant or such Warrant Shares are sold, assigned or
transferred in accordance with all the requirements and limitations of Rule
144 promulgated under the Act, it being understood that Rule 144 is not
available at the time of the original issuance of this Warrant for the sale of
this Warrant or such Warrant Shares and that there can be no assurance that
Rule 144 sales will be available at any subsequent time; or (iii) such sale,
assignment, or transfer is otherwise exempt from registration under the Act.

     3.     The Company shall at all times reserve and keep available out of
its authorized and unissued Common Stock, solely for the purpose of providing
for the exercise of the rights to purchase all Warrant Shares granted pursuant
to this Warrant, such number of shares of Common Stock as shall, from time to
time, be sufficient therefor.  The Company covenants that all shares of Common
Stock are validly authorized and, if and when this Warrant is exercised in
whole or in part, the shares of Common Stock issued upon such exercise, upon
receipt by the Company of the full Exercise Price therefor as determined
pursuant to Section 1(a) or 1(b), as the case may be, shall be validly issued,
fully paid, nonassessable, without any personal liability attaching to the
ownership thereof, and will not be issued in violation of any preemptive or
other rights of stockholders.

            (a)     In case the Company shall at any time after the date this
Warrant is first issued (i) declare a dividend on the outstanding Common Stock
of the Company payable in shares of its Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then, in each case, the Exercise Price, and the
number of Warrant Shares issuable upon exercise of this Warrant, in effect at
the time of the record date for such dividend or of the effective date of such
subdivision, or combination, shall be proportionately adjusted so that the
Holder after such time shall be entitled to receive the aggregate number and
kind of shares for such consideration which, if such Warrant had been
exercised immediately prior to such time at the Exercise Price, such holder
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, or combination.

            (b)     In case the Company shall distribute to all holders of
Common Stock (including any such distribution made to the stockholders of the
Company in connection with a consolidation or merger in which the Company is
the continuing corporation) evidences of its indebtedness, cash or assets
(other than distributions and dividends payable in shares of Common Stock), or
rights, options, or warrants to subscribe for or purchase Common Stock, or
securities convertible into or changeable for shares of Common Stock, then, in
each case, the Exercise Price shall be adjusted by multiplying the Exercise
Price in effect immediately prior to the record date for the determination of
stockholders entitled to receive such distribution by a fraction, the
numerator of which shall be the Current Market Price per share of Common Stock
on such record date, less the fair market value applicable to one share (as
determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error) of the portion of the
evidences of indebtedness or assets so to be distributed, or of such rights,
options, or warrants or convertible or exchangeable securities, or the amount

<PAGE>
of such cash; and the denominator of which shall be such Current Market Price
per share of Common Stock.  Such adjustment shall become effective at the
close of business on such record date.

            (c)     In case the Company shall issue shares of Common Stock or
rights, options, or warrants to subscribe for or purchase Common Stock, or
securities convertible into or exchangeable for Common Stock (excluding
shares, rights, options, warrants, or convertible or exchangeable securities
issued or issuable (i) in any of the transactions with respect to which an
adjustment of the Exercise Price is provided pursuant to Sections 3(a) or 3(b)
above, or (ii) upon exercise of this Warrant) at a price per share that is
less than the Exercise Price hereof (the "Section 3(c) Exercise Price"),
(determined, in the case of such rights, options, warrants, or convertible or
exchangeable securities, by dividing (x) the total amount received or
receivable by the Company in consideration of the sale and issuance of such
rights, options, warrants, or convertible or exchangeable securities, plus the
minimum aggregate consideration payable to the Company upon exercise,
conversion, or exchange thereof, by (y) the maximum number of shares covered
by such rights, options, warrants, or convertible or exchangeable securities)
then the Exercise Price shall be reduced on the date of such issuance to a
price (calculated to the nearest cent) determined by multiplying the Exercise
Price in effect immediately prior to such issuance by a fraction, (1) the
numerator of which shall be an amount equal to the sum of (A) the number of
shares of Common Stock outstanding immediately prior to such issuance plus
(B) the quotient obtained by dividing the consideration received by the
Company upon such issuance by such Current Market Price, and (2) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such issuance; provided, however, that no such
adjustment shall be made which results in an increase in the Exercise Price.
For the purposes of such adjustments, the maximum number of shares which the
holders of any such rights, options, warrants, or convertible or exchangeable
securities shall be entitled to initially subscribe for or purchase or convert
or exchange such securities into shall be deemed to be issued and outstanding
as of the date of such issuance, and the consideration received by the Company
therefor shall be deemed to be the consideration received by the Company for
such rights, options, warrants, or convertible or exchangeable securities,
plus the minimum aggregate consideration or premiums stated in such rights,
options, warrants, or convertible or exchangeable securities to be paid for
the shares covered thereby.  No further adjustment of the Exercise Price shall
be made as a result of the actual issuance of shares of Common Stock on
exercise of such rights, options, or warrants or on conversion or exchange of
such convertible or exchangeable securities.  On the expiration or the
termination of such rights, options, or warrants, or the termination of such
right to convert or exchange, the Exercise Price shall be readjusted (but only
with respect to this Warrant if exercised after such expiration or
termination) to such Exercise Price as would have been obtained had the
adjustments made upon the issuance of such rights, options, warrants, or
convertible or exchangeable securities been made upon the basis of the
delivery of only the number of shares of Common Stock actually delivered upon
the exercise of such rights, options, or warrants or upon the conversion or
exchange of any such securities; and on any change of the number of shares of
Common Stock deliverable upon the exercise of any such rights, options, or
warrants or conversion or exchange of such convertible or exchangeable

<PAGE>
securities or any change in the consideration to be received by the Company
upon such exercise, conversion, or exchange, including, without limitation, a
change resulting from the antidilution provisions thereof.  In case the
Company shall issue shares of Common Stock or any such rights, options,
warrants, or convertible or exchangeable securities for a consideration
consisting, in whole or in part, of property other than cash or its
equivalent, then the Aprice per share" and the Aconsideration received by the
Company" for purposes of the first sentence of this Section 3(c) shall be as
determined in good faith by the board of directors of the Company, whose
determination shall be conclusive absent manifest error.  Shares of Common
Stock owned by or held for the account of the Company or any majority-owned
subsidiary shall not be deemed outstanding for the purpose of any such
computation.

            (d)     In any case in which this Section 3 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the Holder, if the Holder exercised this Warrant after such
record date, the shares of Common Stock, if any, issuable upon such exercise
over and above the shares of Common Stock, if any, issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to the Holder a due bill or
other appropriate instrument evidencing the Holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.

            (e)     Upon each adjustment of the Exercise Price as a result of
the calculations made in Sections 3(b) or 3(c) hereof, this Warrant shall
thereafter evidence the right to purchase, at the adjusted Exercise Price,
that number of shares (calculated to the nearest thousandth) obtained by
dividing (A) the Exercise Price in effect prior to adjustment of the Exercise
Price by (B) the Exercise Price in effect after such adjustment of the
Exercise Price, and multiplying the result by the number of shares purchasable
upon exercise of this Warrant prior to adjustment.

            (f)     Whenever there shall be an adjustment as provided in this
Section 3, the Company shall promptly cause written notice thereof to be sent
by certified mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

            (g)     The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise
of this Warrant.  If any fraction of a share would be issuable on the exercise
of this Warrant (or specified portions thereof), the Company shall purchase
such fraction for an amount in cash equal to the same fraction of the Current
Market Price of such share of Common Stock on the date of exercise of this
Warrant.


<PAGE>
     4.     (a)     In case of any consolidation with or merger of the Company
with or into another corporation (other than a merger or consolidation in
which the Company is the surviving or continuing corporation), or in case of
any sale, lease, or conveyance to another corporation of the property and
assets of any nature of the Company as an entirety or substantially as an
entirety, such successor, leasing, or purchasing corporation, as the case may
be, shall (i) execute with the Holder an agreement providing that the Holder
shall have the right thereafter to receive upon exercise of this Warrant
solely the kind and amount of shares of stock and other securities, property,
cash, or any combination thereof receivable upon such consolidation, merger,
sale, lease, or conveyance by a holder of the number of shares of Common Stock
for which this Warrant might have been exercised immediately prior to such
consolidation, merger, sale, lease, or conveyance, and (ii) make effective
provisions in its certificate of incorporation or otherwise, if necessary, to
effect such agreement.  Such agreement shall provide for adjustments which
shall be as nearly equivalent as practicable to the adjustments in Section 3.

            (b)     In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in
par value or from no par value to a specified par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger
of another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified
par value, or as a result of a subdivision or combination, but including any
change in the shares into two or more classes or series of shares), the Holder
shall have the right thereafter to receive upon exercise of this Warrant
solely the kind and amount of shares of stock and other securities, property,
cash, or any combination thereof receivable upon such reclassification,
change, consolidation, or merger by a holder of the number of shares of Common
Stock for which this Warrant might have been exercised immediately prior to
such reclassification, change, consolidation, or merger.  Thereafter,
appropriate provision shall be made for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 3.

            (c)     The above provisions of this Section 4 shall similarly
apply to successive reclassifications and changes of shares of Common Stock
and to successive consolidations, mergers, sales, leases, or conveyances.

     In case at any time the Company shall propose to:

            (a)     pay any dividend or make any distribution on shares of
Common Stock in shares of Common Stock or make any other distribution (other
than regularly scheduled cash dividends which are not in a greater amount per
share than the most recent such cash dividend) to all holders of Common Stock;
or

            (b)     issue any rights, warrants, or other securities to all
holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants, or other securities; or


<PAGE>
            (c)     effect any reclassification or change of outstanding
shares of Common Stock, or any consolidation, merger, sale, lease, or
conveyance of property, described in Section 4 hereof; or


            (d)     effect any liquidation, dissolution, or winding-up of the
Company; or

            (e)     take any other action which would cause an adjustment to
the Exercise Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by certified mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least
fifteen (15) days prior to (i) the date as of which the holders of record of
shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants, or other securities are to be determined, (ii)
the date on which any such reclassification, change of outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, or winding-up is expected to become effective, and
the date as of which it is expected that holders of record of shares of Common
Stock shall be entitled to exchange their shares for securities or other
property, if any, deliverable upon such reclassification, change of
outstanding shares, consolidation, merger, sale, lease, conveyance of
property, liquidation, dissolution, or winding-up, or (iii) the date of such
other action which would require an adjustment to the Exercise Price.

     6.     The issuance of any shares or other securities upon the exercise
of this Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance.  The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of any certificate
in a name other than that of the Holder, and the Company shall not be required
to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

     7.     Unless the qualifications set forth in the legend have been
satisfied with respect to the Warrant Shares, the Warrant Shares issued upon
exercise of this Warrant shall be subject to a stop transfer order and the
certificate or certificates evidencing such Warrant Shares shall bear the
following legend:

     "The securities represented by this certificate have not been registered
      under the Securities Act of 1933, as amended (the "Act"), or any state
      securities laws and neither such securities nor any interest therein may
      be offered, sold, pledged, assigned or otherwise transferred unless (1)
      a registration statement with respect thereto is effective under the
      Act and any applicable state securities laws or (2) the company
      receives an opinion of counsel to the holder of such securities, which
      opinion is reasonably satisfactory to the company, that such securities
      may be offered, sold, pledged, assigned or transferred in the manner
      contemplated without an effective registration statement under the Act
      or applicable state securities laws."

<PAGE>
     8.     Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of this Warrant (and upon surrender of any
Warrant if mutilated), including an affidavit of the Holder that this Warrant
has been lost, stolen, destroyed or mutilated, together with an indemnity
against any claim that may be made against the Company on account of such
lost, stolen, destroyed or mutilated Warrant, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and
deliver to the Holder a new Warrant of like date, tenor, and denomination.

     9.     The Holder of this Warrant shall not have solely on account of
such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other
proceedings of the Company, except as provided in this Warrant.

     10.     Neither the Holder nor any of its affiliates, agents, successors
or assigns shall engage in any short sales of the Company's securities during
the term of this Warrant.  In the event that any such person engages in short
sales of the Company's securities against the future delivery of any pro rata
share of the Company's securities pursuant to a Registration Statement or
otherwise, the Company shall be entitled to take any actions it deems
necessary or appropriate with respect to the registration of such securities
and to post stop transfer instructions with respect to any of the Company's
securities held by such person.

     11.     This Warrant shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to principles
governing conflicts of law.

     12.     The Company irrevocably consents to the jurisdiction of the
courts of the State of New York and of any federal court located in such State
in connection with any action or proceeding arising out of or relating to this
Warrant, any document or instrument delivered pursuant to, in connection with
or simultaneously with this Warrant, or a breach of this Warrant or any such
document or instrument.  In any such action or proceeding, the Company waives
personal service of any summons, complaint or other process and agrees that
service thereof may be made in accordance with Section 13 of this Warrant.
Within thirty (30) days after such service, or such other time as may be
mutually agreed upon in writing by the attorneys for the parties to such
action or proceeding, the Company shall appear to answer such summons,
complaint or other process.

     13.     Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or by Federal Express, or similar overnight delivery
or courier service or delivered (in person or by telecopy, telex or similar
telecommunications equipment) against receipt to the party to whom it is to be
given, (i) if to the Company, at its address stated in Section 1 hereof, (ii)
if to the Holder, at its address set forth on the first page hereof, or (iii)
in either case, to such other address as the party shall have furnished in
writing in accordance with the provisions of this Section 13.  Any notice or
other communication given by certified mail shall be deemed given at the time
of certification thereof, except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof.  Any notice given by
other means permitted by this Section 13 shall be deemed given at the time of
receipt thereof.

<PAGE>
     14.     No course of dealing and no delay or omission on the part of the
Holder in exercising any right or remedy shall operate as a waiver thereof or
otherwise prejudice the Holder's rights, powers or remedies.  No right, power
or remedy conferred by this Warrant upon the Holder shall be exclusive of any
other right, power or remedy referred to herein or now or hereafter available
at law, in equity, by statute or otherwise, and all such remedies may be
exercised singly or concurrently.


     15.     This Warrant may be amended only by a written instrument executed
by the Company and the Holder hereof.  Any amendment shall be endorsed upon
this Warrant, and all future Holders shall be bound thereby.


Dated:  As of March 14, 2002

                                    CENTERPOINT CORPORATION


                                    By: /s/ David J. Mitchell
                                        David J. Mitchell, President and
                                        Chief Executive Officer
[Seal]


/s/ David Fuller
David Fuller
Secretary

<PAGE>
                          FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer
the attached Warrant.)

     FOR VALUE RECEIVED, _____________________ hereby sells, assigns, and
transfers unto _________________ a Warrant to purchase __________ shares of
Common Stock, no par value per share, of Centerpoint Corporation (the
"Company"), together with all right, title, and interest therein, and does
hereby irrevocably constitute and appoint ___________________ attorney to
transfer such Warrant on the books of the Company, with full power of
substitution.


Dated: _________________
                                       Signature_________________________

                                       __________________________________
                                       Signature Guarantee




                                 NOTICE

     The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.


<PAGE>
To:   Centerpoint Corporation
      18 East 50th Street, 10th Floor
      New York, New York  10022


                         ELECTION TO EXERCISE

     The undersigned hereby exercises his or its rights to purchase _______
Warrant Shares covered by the within Warrant, and tenders payment herewith in
the aggregate amount of $________, including (i) $_______ by certified or bank
cashier's check, and/or (ii) cashless exercise of Warrants to purchase ______
Warrant Shares, in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:

________________________________________________________________

________________________________________________________________

________________________________________________________________
           (Print Name, Address and Social Security
                 or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant and the remaining portion of the within Warrant
be not cancelled in payment of the Exercise Price, that a new Warrant for the
balance of the Warrant Shares covered by the within Warrant be registered in
the name of, and delivered to, the undersigned at the address stated below.

________________________________________________________________

________________________________________________________________

________________________________________________________________
           (Print Name, Address and Social Security
                 or Tax Identification Number)

Dated: _________________

                                   Name:____________________________________
                                                       (Print)
                           Address:_________________________________________


                                        ____________________________________
                                        (Signature)

                                        ____________________________________
                                        (Signature Guarantee)

                                        ____________________________________
                                        (Signature Guarantee)