EXHIBIT 10.1
     AGREEMENT

IT IS AGREED effective the 3rd day of March, 1998 by, between and among Murphy
Family  Farms,  Inc.  ("MFF") and Bion Technologies, Inc. ("BION") as follows:

     1) BION shall design and supervise permitting, construction and operation
of BION Nutrient Management Systems (NMS" or "System") at the locations and in
the  approximate  sizes  as  set  forth  herein:

     a)  Multiple  NMS  installations  at Circle Four Farm, Phase II, Milford,
Utah  including  facilities adequate to process excess nutrients from not less
than 10,000 sows, 32,000 nursery pigs and 40,000 finishing hogs, in aggregate;

     b) Three NMS installations in Kansas (two in Lane County, one in Hodgeman
County),  each including facilities adequate to process  excess nutrients from
not  less  than  11,000  sows;

     c)  One  NMS installation in Barton County, Missouri including facilities
adequate  to  process  excess  nutrients  from  not  less  than  75,000  sows;

     d)  Two  to  four  NMS  installations  in  the  area of Laverne, Oklahoma
including  facilities  adequate to process excess nutrients from not less than
40,000  finishing  hogs,  in  aggregate;

     e)  An  NMS  for  the  Squire  sow  farm in Bladen County, North Carolina
adequate  to  process  excess  nutrients  from  not  less  than  3,600  sows;

     f)  One  demonstration  NMS  system  in  Iowa  adequate to process excess
nutrients  from  not  less than 3,300 finishing hogs which NMS shall include a
polishing  ecoreactor  and other components adequate to allow recycling and/or
discharge  of  water  from  NMS;

     g)  Additionally,  MFF shall have the right to designate one existing hog
facility  in North Carolina for a demonstration NMS system which shall include
a polishing ecoreactor and other components adequate to allow recycling and/or
discharge  of  water  from  NMS.

     2)  This  Agreement  (the  "AGREEMENT")  and,  each  NMS created pursuant
hereto, shall be subject to each and every provision of the existing agreement
concerning  the  Squire  sow  farm  set  forth at Exhibit A hereto (except the
provisions  which  are site specific to the Squire sow farm) provided, however
that the provisions concerning fees shall be controlled by the terms set forth
herein.

<PAGE>

     3)  MFF  (or the actual owner of each facility) shall sign a note payable
for  BION  fees  calculated  as  follows:

<TABLE>
<CAPTION>

     Finishing          Nursery
                                           Sow            Hog         Hog
                                           ---            ---         ---
<S>                                         <C>            <C>          <C>
   Basic  fees  (one  time)               $7.00           $4.00          $1.00
   Monitoring  fees  (monthly)           $0.175           $0.10          $0.025
</TABLE>

Fees  shall  be on a per animal "slot"basis.  Fees shall be due under the note
as set forth in Exhibit B hereto.  Monitoring fees shall be due under the note
for  each  of  the  first  48 months of operation of each NMS as per Exhibit B
hereto.

     4)  Until June 30, 1998 MFF may designate additional swine facilities for
which,  subject  to  BION's  right  to  reject such facilities on the basis of
economic,  geographic  or site specific characteristics, BION shall design and
supervise permitting, construction and operation upon the terms and conditions
set  forth  herein.    MFF  shall  make such additional designation in writing
delivered  to  BION's  Colorado  executive  offices.

     5) On the last day of each of the first four years in which BION harvests
bio-solids  from  each  NMS,  BION  shall  pay and offset against the note (at
Exhibit  B  hereto)  to MFF (or the actual owner of each facility on which the
NMS  had  been installed) a royalty of $3.85 per sow slot; $2.20 per finishing
hog  slot;  and  $0.55  per  nursery  hog  slot. BION shall have the right and
obligation  to  offset  these royalties against any sums then due to BION with
respect  to each such NMS including without limitation fees due on the note to
BION  pursuant  to  paragraph  3  above.    In the event BION does not harvest
bio-solids,  then  no  sums  under  the  note  become  due  and  payable.

     6)  Notwithstanding  any  language  or implication of any sort whatsoever
herein  or  elsewhere,  MFF  acknowledges  that:

a)  all  technologies  (existing or as modified, extended, etc. in the future)
involved  or  embodied  in the NMS installation are the sole property of BION;
and

b)  all  bio-solids  (and/or  "BionSoil")  produced  by  each NMS are the sole
property  of  BION  (subject  to  the  limited  royalty  set  forth  above).

    7)  This  AGREEMENT  immediately  binds  the  parties  as  to  the  NMS
installations  set  forth  at  paragraph 1 c), e), and g) above, provided such
installation  locations  are  available  to  MFF on a reasonable and practical
basis. MFF shall use its best efforts to amend permit appli-cations in process
or take such other steps to facilitate use of BION NMS systems on the proposed
swine  farms.  MFF shall use its best efforts to obtain necessary consents and
approvals  from  its  partners,  co-owners  and/or  growers  for  the  NMS
installations  set  forth  at  paragraph 1 a), b), d), and f) above within the
next  thirty  days.

<PAGE>

     8)  In  the  event  BION  shall  cease business for any reason whatsoever
during  the  term  of the Agreement and there is no successor business, MFF is
hereby  granted a limited license to use the technology owned by BION which is
incorporated in the NMS's set forth at paragraph 1 a) through g) above and any
additional NMS's for systems added pursuant to paragraph 4 above for operation
of the NMS's during the balance of the term of the Agreement. Additionally, in
such  event,  MFF  may hire (as employees and/or consultants) persons who were
formerly  employed  by  BION  to  aid  MFF  in  the  operation  of  the NMS'S.

     9)  MFF  and  BION  agree  to  execute  such  other  documents  as may be
reasonably  required  to  carry  out  the terms of this agreement as set forth
above.

     MURPHY  FAMILY  FARMS                             BION TECHNOLOGIES, INC.



     by:      /s/  J.  Turner                    by:      /s/  J.  Northrop
        ---------------------                       -----------------------
     Authorized  Officer                                    Authorized Officer