Exhibit 10.1
Bion Technologies, Inc.
-----------------------



     BION  NMS'  INSTALLATION  AGREEMENT


     This  agreement (the "AGREEMENT") is made and entered into this _____ day
of  _________,  19___,  by  and  between  Bion Technologies, Inc. (hereinafter
called "BION") a corporation organized under the laws of Colorado and having a
place  of  business  at  555  17th  Street,  Suite 3310, Denver, CO  80202 and
Crystal  Springs, LLC and Bowman Family Farms, Inc. (hereinafter called "BFF")
having  a  place of business at 415 Main Street, Wray, CO 80758. (BION and BFF
are collectively the "PARTIES"). This AGREEMENT becomes effective on the later
of  the  date  when BFF signs an agreement with an integrator for provision of
hogs  and  management  of their facilities described in this AGREEMENT, or the
date  when  BFF  completes  the  financing  agreement required for the project
described in this AGREEMENT, but in no event later than November 30, 1997.  To
the  extent  that there is any conflict or contradiction between the terms and
conditions  of  this  AGREEMENT  and  any  subsequent  document  to which this
AGREEMENT is attached, the terms and conditions of this document shall control
absent  express  language  to  the  contrary.

     WITNESSETH

     WHEREAS,  BION  is  a  technology  based  company which has developed and
possesses  pending  and  granted  patent  assets  and  certain  confidential
proprietary  information,  data  and  experience  relating  to systems for the
treatment and processing of animal waste, for the production of organic soils,
humus,  fertilizers,  remediated  organics  and  mixtures with other materials
which  is considered by BION to be secret and confidential and to constitute a
valuable  commercial  asset;  and,

     WHEREAS,  BFF  acknowledges  and  understands the secret and confidential
nature of BION's confidential proprietary information, data and experience and
has  executed  an  agreement  in which BFF has specifically agreed to maintain
such  information,  data and experience confidential and has agreed not to use
such information, data and experience in the performance of any other work for
itself  or  others;  and,

     WHEREAS,  BFF  plans  to construct a facility in Nebraska and/or Colorado
with  initial finishing capacity for 330,000 hogs, which facility is the first
phase  ("PHASE  I")  of  a  project ("PROJECT") which may contain up to twelve
phases of hog facilities each of comparable size, and which also may contain a
large  dairy  facility,  and  this  AGREEMENT  specifically covers PHASE I and
grants  an  option  on  PHASE  II,

     NOW,  THEREFORE,  the  PARTIES  hereto do mutually agree to conduct their
business  relationship  as  follows:

1.  ENGAGEMENT  OF  BION

BFF  hereby  agrees  to  engage  BION  and  BION  hereby agrees to perform the
services  set  forth  in  ATTACHMENT  A.

2.  SCOPE  OF  SERVICES

BION  shall  provide services, (hereinafter referred to as the "WORK"), as set
forth  in ATTACHMENT A in accordance with the Standard Terms and Conditions of
this  AGREEMENT  (ATTACHMENT  B).  BION retains the right to alter the WORK in
terms  of  the  specific  requirements  of  PHASE  I  of  the  PROJECT.

<PAGE>
Bion Technologies, Inc.
-----------------------



3.  BFF'S  RESPONSIBILITIES

A.    BFF  agrees  to:

i.    Provide  to BION information, including previous reports, plans, and any
other  data  in  the  possession  or  control  of  BFF  relative  to the WORK;

ii.    give  prompt  written notice to BION whenever BFF observes or otherwise
becomes  aware  of  any  development that affects the WORK or timing of BION's
services;

iii.  designate a representative having authority to give instruction, receive
information,  define  BFF's  policies,  and make decisions with respect to the
WORK;

iv.    bear  at  all  times  any  and  all  expenses for obtaining any and all
approvals  and permits from public agencies or authorities (including, but not
limited  to, field and laboratory tests and surveys) except to the extent that
future  permits  or  regulatory approvals are required as the direct result of
actions  taken  by  employees  or  designates  of  BION;

v.    bear  the  cost  of  all  surveying,  soils  investigation, engineering,
equipment, materials, and construction required to design, install and operate
the  Bion    NMS  including  electrical  power  and  equipment maintenance and
replacement;  and

vi.  physically operate and maintain the Bion NMS and its associated equipment
as  defined  in  the  Operations  and  Maintenance  Manual  (the "O&M Manual")
prepared  for each system (see ATTACHMENT A), and bear all sampling, analysis,
and  reporting  costs  for  monitoring  of  the  Bion  NMS  as required by the
appropriate  regulatory  agencies.

B.    BFF  agrees  that  each Bion NMS system designed and installed under the
terms  of  this  AGREEMENT  is designed for the specific use described in this
AGREEMENT  and  its  ATTACHMENTS,  is  designed  to treat a "normal" waste and
wastewater effluent that is produced by confined animal hog raising UNITS, and
is  not  designed  for  any  significant  change in the characteristics of the
wastewater  delivered from the hog houses to the system.  BFF agrees to notify
BION  in  writing  in  advance  if  there will be any change from the "normal"
wastewater, and agrees to keep all human wastes and toxic and hazardous wastes
out  of the Bion NMS including but not limited to all domestic wastewater from
showers,  toilets,  and  sinks,  and  any needles, syringes, or any veterinary
wastes  (cleaners,  detergents,  and  disinfectants approved for use in normal
operation  of  the facility will not be considered toxic or hazardous wastes).

4.  PERIOD  OF  PERFORMANCE

The  primary  term  of  the AGREEMENT shall be for the period beginning on the
date  of  execution  of  this  AGREEMENT and shall continue for a period of 15
years.  Following  the  primary  term  this agreement may be renewed for three
successive  secondary terms of five years each as follows:  Two years prior to
the  end  of  the  primary term or any secondary term, either party may decide
that  this  agreement  will  not  be renewed for the first (or any subsequent)
secondary  term.   If either party does not give written notice of non-renewal
to  the  other  party  on or before the date two years prior to the end of the
term,  this  agreement  will  continue  on  the  same terms for the next term.
5.  BION  COMPENSATION

A.    Each  site where a Bion NMS is being installed has its unique character.
This  requires BION to individually design the application of the Bion NMS for
each  site at which it is to be installed.  BION's goal is to design each Bion
NMS  application to complement the existing site as much as practicable.  BION
agrees  to  perform  the  services  described  in  Attachment A and such other
activities  as  required  by  this  AGREEMENT.    BFF  agrees  to  pay BION in
consideration  of  this  AGREEMENT  the aggregate sum of $4,200,000 payable as
follows:

i.     $600,000, 15 days following receipt of payment from the first draw from
the  construction  loan  negotiated  by  BFF  for  PHASE  I  of  this PROJECT,

ii.      $600,000, 15 days following receipt of payment from the first monthly
draw from the construction loan negotiated by BFF for PHASE I of this PROJECT,

iii.          $700,000,  15  days following receipt of payment from the second
monthly  draw from the construction loan negotiated by BFF for PHASE I of this
PROJECT,

iv.      $550,000, 15 days following receipt of payment from the third through
the fifth monthly draws from the construction loan negotiated by BFF for PHASE
I  of  this  PROJECT,

v.          $50,000,  15  days following the receipt of payment from the sixth
through the eighteenth  monthly draws from the construction loan negotiated by
BFF  for  PHASE  I  of  this  PROJECT,

provided,  however, if BION and BFF agree on a schedule of development whereby
PHASE  I  of  the  PROJECT  is anticipated to be completed in less than the 18
months,  this  payment  schedule  shall be compressed on a ratable basis.  Not
withstanding  any  of the above, upon completion of the construction of all of
the  systems  contemplated by this AGREEMENT, all amounts are due and payable.

B.    Late  payment charges of 1.5% per month, payable to BION, will be due if
payments are not received within 15 days of due date.  BFF will be responsible
for  any  and  all  reasonable legal and/or court expenses incurred by BION in
BION's  attempt to recover any unpaid amounts in case of failure of BFF to pay
BION  for  services  performed  and/or  expenses  incurred  for BFF'S account.

C.    For  WORK  provided  by  BION  beyond the scope of services described in
ATTACHMENT  A,  or  for  unforeseen  circumstances  or changes in the scope of
services  required  by  BFF,  BION  shall  be compensated for such services as
negotiated  by  BION  and  BFF.

6.  BION  NMS  SYSTEM  OPERATION  COMPENSATION  AND  PAYMENT

A.   BFF agrees to pay BION for start-up and operational services as described
in  ATTACHMENT  A  as  follows:

i.      $8,250 per month upon the start-up of the first Bion NMS for the first
UNIT.

ii.     $16,500 per month commencing with the start-up of the Bion NMS for the
fourth  UNIT.

B.    Commencing  January 1 of the first year after start-up of the first Bion
NMS for the first UNIT, the monthly fee will be adjusted at a rate of 5% (five
percent)  or  the change in the Consumer Price Index for the previous calendar
year,  whichever  is  less.

C.   On a date one year after the start-up of the first Bion NMS, BION and BFF
shall  evaluate the monthly payments for start-up and operational services and
negotiate  any  revisions  that  may  be  necessary.

7.  BIO-SOLIDS

A.  Bio-solids which are produced in the operation of  each Bion NMS are owned
by  BION.      BION  agrees  to  harvest,  process,  and remove all acceptable
bio-solids  from the site.  Currently production of bio-solids is estimated to
be  between  0.7  and  1.1  cubic  yards  per  year  per  hog  UNIT.

B.    BION  reserves the right to reject all bio-solids which are contaminated
with  human wastes, toxic or hazardous materials including but not limited to,
needles,  syringes,  other  veterinary  wastes,  or  other  foreign  material.
Harvest  and  disposal  of  such  rejected  bio-solids  (and the costs related
thereto)  is the sole responsibility of BFF.  In the event that bio-solids are
rejected because of contamination, BFF shall pay BION the fair market value of
the  rejected  bio-solids  within  30  days of the determination that they are
contaminated  and  will  be  rejected.

C.    By the terms of this AGREEMENT, BFF is granted a first option to acquire
up  to  50%  of  the bio-solids produced at the site at a price equal to a 20%
discount  from  the  sales  price  charged  to  independent  third parties for
comparable bio-solids established in independent markets in other states.  BFF
shall  notify  BION  in  writing  on  or  before January 1 of each year of the
AGREEMENT  as  to  the  amount  of  bio-solids  they  wish  to  acquire in the
succeeding  twelve  month  period.    BFF  shall  make  payment for bio-solids
acquired  under  this  AGREEMENT  within  30  days  of  invoice.

8.  SECURITIES  PURCHASE  AGREEMENT

BFF  shall  receive the securities of Bion Environmental Technologies, Inc. as
described  in  Attachment  C to this AGREEMENT on the terms and conditions set
forth  therein.

9.  SYSTEM  OPERATION

BFF  acknowledges  that  the operation of the Bion NMS systems contemplated by
this  AGREEMENT  requires  extensive  knowledge  concerning  patented  and
proprietary information possessed by BION and hereby agrees that all personnel
working  for  the company that manages the hog raising facilities for BFF will
not  be  permitted  to  enter  into  the  Bion  NMS systems area without prior
permission  from  BFF  and  BION.

10.  BOARD  OF  DIRECTORS  REPRESENTATION

Upon completion of the performance required in Section 5, A, i, BION shall use
its  best  efforts  to  have  Michael  A.  Bowman, Authorized Agent of BFF, or
another  person  agreeable  to  BION named as a Director of Bion Environmental
Technologies,  Inc.,  BION's  parent  company.

     This  AGREEMENT  sets forth all material terms and conditions between the
PARTIES  and  shall be binding upon execution.  The PARTIES hereto acknowledge
that  more extensive lawyer drafted documents may be desired by either or both
PARTIES  in  which  case  this  AGREEMENT  shall  be incorporated by reference
therein.    This AGREEMENT, including all ATTACHMENTS, is subject to the Terms
and  Conditions  (ATTACHMENT  B)  which  are  made  part  hereof and which BFF
acknowledges  that  it  has read.  IN WITNESS WHEREOF, the PARTIES have caused
this  AGREEMENT  to  be  executed  this  _____  day  of  ________,  1997.

      CRYSTAL  SPRINGS,  LLC  and
BION  TECHNOLOGIES,  INC.:                          BOWMAN FAMILY FARMS, Inc.:

By:                    /s/  Jon  Northrop      By:       /s/ Michael A. Bowman
     ------------------------------------          ---------------------------

Title:          Chief  Executive  Officer       Title:        Authorized Agent
        ---------------------------------              -----------------------

<PAGE>

     ATTACHMENT  A

     SCOPE  OF  SERVICES
     -------------------


     BION  has  developed  a patented waste management system, Bion NMS' which
treats  all aspects of an agricultural waste stream.  Every Bion NMS system is
as  unique  as  the  agricultural  facility  on which it is constructed.  BION
individually  designs  each  Bion  NMS  to complement the existing facilities'
operation  while  optimizing any existing components which may be usable.  The
Bion  NMS  is  designed  in  accordance  with  BION  system  standards  and in
compliance  with  Natural  Resources Conservation Service (NRCS) Standards and
Specifications  for  waste  storage  lagoons.

     This  AGREEMENT  covers  BION's  participation  in PHASE I of the BFF hog
facility  PROJECT.     PHASE I will provide finish capacity facilities to hold
330,000  hogs  in  inventory.   PHASE I of the PROJECT consists of twelve (12)
units  ("UNIT") where each UNIT is made up of 9 finishing buildings, with each
building  holding approximately 3,000 hogs.  Bion NMS systems will be designed
to  treat  the  waste  production  of  PHASE  I  of  the  PROJECT.

     The  following  describes  the  work  to  be  conducted  by  BION for the
pre-design,  design,  construction  and  operation  of  each  Bion  NMS:

1.  PRE-DESIGN

A.   BION will coordinate the pre-design activities required for the design of
the  Bion  NMS  to  be  constructed  at each UNIT.  The pre-design information
detailed  below  must  be  provided  to  BION  to  ensure  proper  design  and
construction  of  the  Bion  NMS.

B.    BION  will  coordinate  with BFF to obtain the site specific information
required  by  BION  to  complete  the  individually  designed  Bion  NMS.  The
information  needed  to  complete the design is as follows: topographic survey
information,  geologic  information,  regulatory  information,  wetlands
information,  and flood prone areas information, and such other information as
BION  may  require  to  design  the Bion NMS systems which information will be
supplied  by  BFF  at  their  cost  as  long  as  such  cost  is  reasonable.

I.      TOPOGRAPHIC  SURVEY  INFORMATION
BFF  shall  provide  BION  a  topographic  survey of each of the intended UNIT
sites.    The topographic survey provided to BION must include a survey of the
site  with  one  (1)  foot  contour  intervals  tied  into  a local horizontal
coordinate  system.    The  survey  must  be  readable  by AutoCAD and contain
information  required  to  conduct a cut and fill analysis.  The survey should
also  locate  any  existing buildings and other landmarks needed to locate and
design  the  Bion  NMS.

II.    GEOLOGIC  INVESTIGATION
BFF shall provide to BION the geotechnical information necessary to design and
construct  the  Bion  NMS.    This  information  is  necessary to evaluate the
suitability of the site by examining subsurface soils, location of bedrock and
groundwater  conditions.    The  information  should contain data derived from
on-site  test  pits.
III.  REGULATORY  INFORMATION
Prior to designing the system, BION will investigate the regulations affecting
the  design and construction of the Bion NMS.  Regulations could include local
zoning  ordinances,  Department  of  Health  requirements, State environmental
conservation  and/or  other  Federal  agency  requirements.   BION may need to
identify  the  PROJECT  location  and  type  during various conversations with
regulatory  agencies.

IV.    WETLANDS  INFORMATION
During  the  early  planning  stages, BION will determine the proximity of the
Bion NMS to wetlands.  BION will consult with the State regulatory authorities
concerning  freshwater  wetland  regulations  that  may  be  applicable.    In
addition, BION will consult with USDA's Fish and Wildlife Service and the U.S.
Army  Corps  of  Engineers  for  wetlands  under  their  jurisdiction.

V.      FLOOD  PRONE  AREAS
BION  will check with local agencies for flood zone maps and restrictions that
may  be  applicable.    The Bion NMS must be protected from flooding so that a
flood  event  does  not  cause  high  nutrient  materials  to  be  washed out.

2.  DESIGN

A.  BION  will  design  each  site  specific  Bion NMS.  BION will prepare the
detailed  design  drawings  and  specifications  necessary  for preparation of
construction  drawings  for  the Bion NMS on each site.  BION will prepare and
present the design drawings to BFF and regulatory authorities if necessary for
its  review  and  comment  when  the  design  drawings  are  approximately 50%
complete.  BFF will notify BION, in writing, of any comments in regards to the
design  drawings.

B. BION will coordinate with BFF consultants the final design and construction
drawings  required  for  the Bion NMS construction.  BION will design the Bion
NMS  with  due regard for the comments received from  BFF during its review of
the preliminary design drawings.  BION will complete the design drawings based
upon  BFF's  comments, if any.  BION will provide BFF with three (3) copies of
the  design  drawings  and  specifications.

C.  BION  will  prepare and provide an engineering design report, if required,
detailing  all calculations and design criteria.  BION will also assist in the
preparation  of  permit  applications,  if required.  The design will meet all
applicable  Governmental  regulations.

3.  CONSTRUCTION  CONSULTATION

BION  will provide on-site staff for the purpose of monitoring construction to
ensure  the  proper  construction  of each  Bion NMS in accordance with BION'S
design.   BION will notify BFF in writing of any failure to follow the design.
BION  will  prepare,  to the best of its ability at it's cost, a certification
report  detailing all Quality Control/Quality Assurance matters appropriate to
Bion's  standards,  sampling  results  and  as-built conditions.  BFF shall be
responsible  for  the  cost  of all Quality Control/Quality Assurance analysis
required  by  regulatory  agencies.


4.  OPERATIONS  SUPPORT

A.  BION  will provide on-site operational support services during the Initial
Start-up  phase  and  Long-term  operation  of  each Bion NMS, as long as this
agreement  is  in  effect.  Bion will assist BFF in defining the environmental
standards  to  which  systems  will perform and in interfacing with regulatory
inquiries.

B.  BION will prepare an O&M Manual for BFF to keep at each facility and refer
to  for  specific  operational  information.

C.  Following  start-up,  BION will provide an on-site technical support staff
during  the  ongoing  operation  of  the systems to insure that the biological
processes  are  being  managed correctly and that the systems are operating as
designed.   Each Bion NMS will be visited on a regularly scheduled basis, with
supplemental  visits  on  an  as-needed  basis.   BION will perform biological
evaluations  of  the  systems  and  the system's components and make necessary
process  measurements  and  adjustments  to  ensure  biodynamic  stability.

D.  BION  will  inspect and recommend to BFF any additional maintenance of all
mechanical  and  electrical  components  of  the  system  to  insure  proper
operational  control.    Hydraulic  flow  through  the  system and appropriate
operating  levels  will  be maintained or adjusted as required for appropriate
system  functioning.

E.   Bio-solids development and deposition will be monitored by Bion to ensure
the  development  of  a  high  quality  final  bio-solids  harvest.

F.   BION will monitor water quality throughout the systems to ensure nutrient
control  and  reduction  performance  consistent  with  disposal  and  reuse.

G.  This Agreement does not cover the specific responsibilities of the PARTIES
regarding  bio-solids  harvesting,  which  items shall be specified at a later
date.



<PAGE>

     ATTACHMENT  B

     STANDARD  TERMS  AND  CONDITIONS
     --------------------------------

     1.    LICENSE.  Bion NMS' is a proprietary process owned and developed by
           -------
Bion  Technologies,  Inc.  ("BION").    It  is protected by issued patents and
patent  applications  on  file  with  the  U.S.  Patent  Office  as well as by
confidential information, data and experience regarding the Bion NMS, each and
all  of  which  are considered to be valuable proprietary technology assets to
BION.  The  term  "TECHNOLOGY",  as  used  in this AGREEMENT, is comprised of,
without  limitation,  the  patents  held  by  BION,  secret  and  confidential
information,  data  and  experience regarding the Bion NMS, the specifications
and  drawings  having been prepared specifically as to the application of BION
proprietary  information  and  know-how  regarding  the subject matter of this
AGREEMENT,  together  with  all  information, communications and documentation
provided  by  BION  or  its agents for the purpose of constructing the PROJECT
contemplated  by  this  AGREEMENT.    In conjunction with this AGREEMENT, BION
grants  a  non-exclusive license to the BFF to use the TECHNOLOGY only for the
PROJECT  specified  ("SITE LICENSE"), under the terms and conditions set forth
in  this  AGREEMENT  for  the  sole  purpose  of  construction,  operation and
maintenance  of  the  Bion NMS.  The SITE LICENSE provided by BION to BFF does
not  and  shall  not  be  construed  to  create a joint venture or partnership
between BION and BFF.  The SITE LICENSE will continue in full force and effect
while  the  AGREEMENT between the PARTIES is in full force and effect and will
automatically  terminate  upon  termination  of  such  AGREEMENT.


     The  primary  term  of the AGREEMENT shall be for the period beginning on
the date of execution of this  AGREEMENT and shall continue for a period of 15
years.  Following  the  primary  term  this agreement may be renewed for three
successive  secondary terms of five years each as follows:  Two years prior to
the  end  of  the  primary term or any secondary term, either party may decide
that  this  agreement  will  not  be renewed for the first (or any subsequent)
secondary  term.   If either party does not give written notice of non-renewal
to  the  other  party  on or before the date two years prior to the end of the
term,  this  agreement  will continue on the same terms for the next term.  If
the AGREEMENT is not renewed or is terminated for any reason, the SITE LICENSE
will be revoked and each Bion NMS must be dismantled and permanently taken out
of  service  by BFF so that it cannot be used, in whole or in part, to produce
bio-solids,  or  any  similarly  produced manure by-product, for sale or other
use,  including  use  on  BFF's  Site.

     2.     WARRANTY.  As to any equipment and/or goods specified, recommended
            --------
or  chosen  by  or  with  the  assistance of BION, BFF will look solely to the
manufacturer/supplier  of  such equipment or goods respectively for defects in
such  equipment  or  products.

     3.     LIMITATION OF LIABILITY.  Notwithstanding anything to the contrary
            -----------------------
in  this  AGREEMENT, it is expressly agreed that, provided the system operates
as  described in the attached Installation Agreement, as amended, BION will in
no event be liable for any consequential or incidental damages, including lost
profits, relating to or arising out of or in connection with the delivery, use
or  performance  of  the  system  or  for any actual damages in excess of that
portion  of  the  purchase  price actually paid by BFF to BION hereunder.  BFF
agrees  that  the  system  is  designed for the specific use described in this
AGREEMENT  and  is  not  designed  for  any  significant  change  in  the
characteristics  of  the  waste  and  wastewater  influent.

     4.    CONFIDENTIALITY.    BFF acknowledges and understands the secret and
           ---------------
confidential  nature  of BION's confidential proprietary information, data and
experience (and has executed an agreement in which BFF has specifically agreed
to  maintain such information, data and experience confidential and has agreed
not  to  use  such  information, data and experience in the performance of any
other  work  for itself or others) and further acknowledges that the design of
the  system  and  the  know-how  and  technical,  financial  and  commercial
information,  data  and  experience  provided by BION to build and operate the
Bion NMS, are confidential in nature and proprietary to BION (collectively the
"CONFIDENTIAL  INFORMATION").   Without BION's prior written consent, BFF will
not, directly or indirectly, disseminate or make accessible all or any portion
of  such  CONFIDENTIAL  INFORMATION  to any third party, except (i) employees,
contractors, and agents of BFF who have agreed to maintain the confidentiality
of  all CONFIDENTIAL INFORMATION to the same extent as BFF is bound hereunder,
and  (ii)  as  required  by  law.

     Without  approval  from BION, BFF will not copy, in whole or in part, the
O&M  Manual  or any other materials containing CONFIDENTIAL INFORMATION.  Upon
termination  of  this  AGREEMENT,  BFF  will  return  the  O&M  Manual and all
CONFIDENTIAL  INFORMATION  to  BION  including  all  approved  copies thereof.

     5.  FORCE MAJEURE.  Neither party will be liable to the other and neither
         -------------
will  be  deemed  in  default  hereunder for any failure or delay caused by or
arising  out  of  the  following conditions of force majeure: fire, explosion,
war,  riot,  strike,  walk-out,  labor controversy, naturally occurring flood,
shortage  of  water,  power,  labor,  transportation  facilities  or necessary
materials  or  supplies,  default or failure of carriers, act of God or public
enemy,  any  law, act or order of any court, board, government or other direct
authority of competent jurisdiction, or any other direct cause (whether or not
of  the same character as the foregoing) beyond the reasonable control of such
party.

     6.    ASSIGNMENTS.   No rights or obligations of BFF under this AGREEMENT
           -----------
may be assigned without prior written consent of BION except to a successor or
assignee of all rights of BFF in and to the Site who agrees to be bound by and
assume  all  of  BFF's  obligations  as  set  forth  in  this AGREEMENT.  This
provision  shall  also  apply  to  any  person  or  entity  required to sign a
confidentiality/non-disclosure  agreement  pursuant  to  this  AGREEMENT.

     7.    BINDING EFFECT; GOVERNING LAW.  This AGREEMENT will be binding upon
           -----------------------------
and inure to the benefit of the PARTIES hereto and their respective successors
and  permitted  assigns.  The laws of the state of Colorado, without regard to
choice  of  law principles, shall apply to the interpretation and construction
of  this  AGREEMENT.

     8.    SEVERABILITY.   Each provision of this AGREEMENT will be considered
           ------------
severable  and if any provision of this AGREEMENT shall be invalid, illegal or
unenforceable,  it  will  not  affect  or  impair  the  validity,  legality or
enforceability  of  this  AGREEMENT  itself, or of any other provision hereof.

     9.   REMEDIES.  BFF agrees that the remedy at law for a breach of Section
          --------
1,  Section  4, or Section 11 of these Terms and Conditions will be inadequate
and  that  BION will be entitled to injunctive relief for such a breach, which
relief  will  be  cumulative to other remedies and relief ordinarily available
under  such  circumstances and will not be construed as an exclusive remedy or
relief.

     10.    NOTICES.    Notices  and  other  communications  required by laws,
            -------
ordinances,  rules, regulations and orders of public authorities, or permitted
to be given hereunder, will be in writing, and will be deemed given to a party
when  delivered  personally,  or  five  (5)  days after being deposited in the
United  States  mail  with sufficient postage affixed, registered or certified
and  return  receipt  requested, addressed to such party at the address below:

     To  BION  at:          Bion  Technologies,  Inc.
     555  17th  Street,  Suite  3310
Denver,  CO    80202
Attn:    Duane  Stutzman

     To  BFF  at:          Crystal  Springs,  LLC  and
     Bowman  Family  Farms,  Inc.
     415  Main  Street
Wray,  CO    80758
Attn:  Michael  Bowman

or at any such other address or addresses as may be given by either of them to
the  other  in  writing  from  time  to  time.

<PAGE>

     11.  INDEMNIFICATION AND HOLD HARMLESS.  BFF agrees to indemnify, defend,
          ---------------------------------
and  hold  harmless BION and BION's employees and agents from any claim, loss,
damage,  cost,  expense  or  liability  arising  out  of  or  relating  to the
negligence,  gross  negligence or willful misconduct of BFF or BFF's employees
or  agents  in  connection with any services to be performed or provided under
this  AGREEMENT.

     12.   Any claim, controversy, dispute or interpretation of this Agreement
other than those concerning money due to BION from BFF or matters set forth at
sections  1,  4  and  11 of these "Standard Terms and Conditions", that is not
resolved by the Parties within 30 days shall be submitted to mediation and, if
no  agreement  is  reached  within  60 days thereafter, to binding arbitration
which  shall  be  the exclusive means of resolution if, and only if, commenced
within  the  following  30  days.

<PAGE>
Bion Technologies, Inc.
-----------------------



     ATTACHMENT  C

     INVESTMENT  REPRESENTATION  AGREEMENT
     -------------------------------------

Bion  Environmental  Technologies,  Inc.
555  17th  St.    Suite  3310
Denver,  CO    80202

Gentlemen

     This  Investment Representation Agreement ("IRA") is entered into between
Crystal  Springs,  LLC  and  Bowman Family Farms, Inc. (hereinafter "BFF") and
Bion  Environmental  Technologies,  Inc. ("Company") pursuant to the Bion NMS'
Installment  Agreement  ("Agreement")  dated  October 8, 1997 and entered into
between BFF and Bion Technologies, Inc. ("Bion"), a wholly owned subsidiary of
the  Company.    This  IRA  is  attached  to  the  Agreement  as Attachment C.

     1.  Subscription.  BFF hereby agrees to purchase in installments from the
         ------------
Company,  pursuant  to Section 5, A, i through iv, of the Agreement, 1,000,000
Units  at  a  purchase  price of $3.00 (in cash) per Unit where one Unit shall
consist of one share of the restricted and legended (requiring a two year hold
from purchase date prior to registration or sale by agreement) Common Stock of
the  Company    and  one warrant (in the form attached hereto) to purchase one
share of the Company*s restricted and legended (requiring a two year hold from
purchase  date  prior  to registration or sale by agreement) common stock at a
price  of  $7.00  per  share  (collectively  the  "Securities")  in  a private
negotiated  transaction  pursuant  to  Section  3(b)  and/or  4(2)  or  other
applicable  provisions of the Securities Act of 1933, as amended ("Act"), (and
the  regula-tions  promulgated  thereunder).    BFF*s shall purchase the Units
according to the following schedule in accordance with Section 5, A, i through
iv,  of  the  Agreement:

     (a)  166,667  Units  upon  BFF*s  payment  to  Bion  of $600,000, 15 days
following receipt of payment from the first draw, $500,001 of which is payment
for the Units, the balance for Bion fees in connection with Bion*s performance
obligations  pursuant  to  the  Agreement;
(b)    166,667  of  the  Units upon BFF*s payment to Bion of $600,000, 15 days
following receipt of payment from the first monthly draw, $500,001 of which is
payment  for  the  Units,  the balance for Bion fees in connection with Bion*s
performance  obligations  pursuant  to  the  Agreement;
(c)    166,667 Units upon BFF*s payment to Bion of $700,000, 15 days following
receipt  of payment from the second monthly draw, $500,001 of which is payment
for the Units, the balance for Bion fees in connection with Bion*s performance
obligations  pursuant  to  the  Agreement;
(d)    166,667 Units upon BFF*s payment to Bion of $550,000, 15 days following
receipt  of  payment from the third monthly draw, $500,001 of which is payment
for the Units, the balance for Bion fees in connection with Bion*s performance
obligations  pursuant  to  the  Agreement;
(e)   166,666 Units upon BFF*s payment to Bion of $550,000,  15 days following
the  receipt  of  payment  from  the  fourth  through the fifth monthly draws,
$499,998  of  which  is  payment  for  the Units, the balance for Bion fees in
connection  with  Bion*s  performance  obligations  pursuant to the Agreement;

     The  warrants purchased herein are exercisable in whole or in part at any
time  or  from  time  to  time  on  or  after  the purchase dates described in
paragraphs  (a) through (f) above but not later than 3:30 p.m., Denver time on
June  30,  1998.

     2.  Representations  and  Warranties.  BFF warrants and represents to the
         --------------------------------
Company  (and  its  shareholders,  affiliates  and  agents)  that:

     a.  The  Securities  are being acquired by BFF for investment for its own
account,  and not with a view to the offer or sale in connection therewith, or
the distribution thereof, and that the undersigned is not now, and will not in
the  future,  participate,  directly or indir-ectly, in an underwriting of any
such  undertaking except in compliance with applicable registration provisions
of  the  Act.

     b.  BFF  will not take, or cause to be taken, any action that would cause
it or the Company to be deemed an underwriter of the Securities, as defined in
Section  2(11)  of  the  Act.

     c.    BFF  has been afforded an opportunity to examine such documents and
obtain  such  information  concerning  the  Company  as it may have requested,
including  without  limitation all publicly available information, and has had
the  opportunity  to  request  such  other information (and all information so
requested  has  been  provided)  for  the purpose of verifying the information
furnished to it and for the purpose of answering any questions it may have had
concerning  the  business  affairs  of  the Company and it has reviewed to the
extent  desired  by  it  the  Articles,  Bylaws  and  minutes  of the Company,
documentation  concerning  the  Company's  financial  condition,  assets,
liabilities,  share  ownership  and  capital structure, minimal operations and
sales,  limited  assets,  and  other  material  documents.

     d.    BFF  (and  its  officers,  directors,  principals  and  agents  as
applicable)  have  had  an  opportunity  to  personally  ask questions of, and
receive answers from, one or more of the officers and directors of the Company
and/or  the attorneys for the Company to ascertain and verify the accuracy and
completeness  of  all material information regarding the Company, its business
and  its officers, directors, and promoters. BFF has had an opportunity to ask
questions  of and receive answers from duly designated repre-sentatives of the
Company  concerning  the terms and conditions pursuant to which the Securities
are  being  acquired  by  it.

     e.    BFF  understands  that  its  acquisition  of  the  Securities  is a
negotiated  private  transaction.

     f.    By  reason  of  its  knowledge  and  experience  (and  that  of its
principals,  officers  and  directors and their respective attorneys, advisors
and  investment  bankers)  in  financial  and business matters in general, and
investments in particular, it is capable of evaluating the merits and risks of
an  investment  in  the  Securities.

     g.   BFF is capable of bearing the economic risks of an investment in the
Securities.

     h. BFF present financial condition is such that it is under no present or
contemplated  future  need  to  dispose  of  any  portion of the Securities to
satisfy  any  existing  or  contemplated  undertaking,  need  or indebtedness.

     i.  If required to do so, BFF has retained to advise it, as to the merits
and  risks  of  a  prospective  investment  in  the  Securities,  a  purchaser
representative,  legal  counsel, financial and accounting advisors, investment
bankers,  etc.

<PAGE>

     j.    BFF  hereby  represents and warrants to the Company that all of the
representations,  warranties  and acknowledgements contained in this agreement
are  true,  accurate  and complete as of the date herein and acknowledges that
the  Company,  its  officers, directors, agents, and affiliates have relied on
its  representations  and  warranties  herein  in consenting to the restricted
issuance  and/or  transfer of the Securities and the undersigned hereby agrees
to  indemnify  and  hold  the  Company (together with its respective officers,
directors,  agents  and  affiliates)  harmless  with  respect  to  any and all
expenses,  claims  or  litigation  (including  without  limitation  reasonable
attorneys'  fees  related  thereto)  arising  from or related to breach of any
warranty  or  representation  herein.

     3.    Restrictions  on Transferability:  BFF undersigned acknowledges and
           --------------------------------
understands that the Securities are unregistered and must be held indefinitely
unless  they  are  subsequently  registered under the Act or an exemption from
such  registration  is  available.

     BFF  further  acknowledges  that  it  is  fully  aware  of the applicable
limitations  on  the  resale  of  the  Securities.    Rule  144  (the  "Rule")
promulgated  under  the  Securities  Act  of 1933 permits sales of "Restricted
Securities"  held  for  not  less  than  one year and upon compliance with the
require-ments  of  such Rule.  BFF agrees to waive its rights pursuant to Rule
144*s  one  year holding period, and agrees to hold the Securities for no less
than  two  years  prior to registration or sale.  BFF further agrees to hereby
waive  any  and  all  rights,  if  any,  pursuant  to  Regulation  S under the
Securities  Act of 1933 or any other rule or regulation pertaining to the sale
or  transfer  of  the Securities to a non-U.S. person or entity which may have
the  effect  of  reducing  Rule 144*s holding period.  Further, the Securities
must  be  sold in an active market and appropriate information relating to the
Company  must  be  generally  available  in  order to effectuate a transaction
pursuant  to  the  Rule  by  an  affiliate  of  the  Company.

     There is currently only an extremely limited and "thin" trading market in
securities  of  the  Company  on  the over-the-counter market, and there is no
assurance  that  it  will continue or that any active trading market will ever
develop,  or  if  such  a  trading  market  develops, that it will grow and/or
continue.

     Any  and  all  certificates  representing  the Securities and any and all
securities issued in replacement or conversion thereof or in exchange therefor
shall bear the following legends, or ones substantially similar thereto, which
the  undersigned  has  read  and  understands:

     The  securities  represented by this Certificate have not been registered
under  the  Securities Act of 1933 (the "Act") and are "restricted securities"
as  that  term is defined in Rule 144 under the Act. The securities may not be
offered  for  sale,  sold  or  otherwise  transferred  except  pursuant  to an
effec-tive  registration  statement under the Act or pur-suant to an exemption
from  registration  under  the  Act,  the  availability  of  which  is  to  be
established  to  the  satisfaction  of  the  Company.    The  holder  of these
securities  has  agreed  to  a  two  year  hold  prior  to  registration.

     In  addition, these securities may not be sold or transferred pursuant to
regulation  S  under  the  Act,  or  pursuant  to any other rule or regulation
pertaining  to  the  sale  or  transfer  of securities to a non-U.S. person or
entity,  which  may  have  the effect of reducing Rule 144's holding period to
less  than  one  year.

<PAGE>

     BFF  further agrees that the Company shall have the right to issue a stop
transfer instruction to its transfer agent, if any, or to note a stop transfer
instruction  in  its stockholder records, and it acknowledges that the Company
has  informed  it  of  its  intention  to  issue such instructions when and if
necessary.

     4.    Notices.  Any notices or other communications required or permitted
           -------
hereby  shall  be sufficiently given if sent by regis-tered or certified mail,
postage  prepaid,  return  receipt  requested,  and, if to the Company, at the
address  to  which  this  IRA  is addressed, and if to the undersigned, at the
address  set  forth  below  my signature hereto, or to such other addresses as
either  you  or  the  undersigned  shall  designate  to the other by notice in
writing.

     5.    Successors  and  Assigns.  This IRA shall be binding upon and shall
           ------------------------
inure  to  the benefit of the parties hereto and to the successors and assigns
of  the  Company  and  to  the  personal  and  legal  representatives,  heirs,
guardians,  successors  and  permitted  assignees  of  the  undersigned.

     6.    Applicable  Law.  This  IRA  shall  be governed by and construed in
           ---------------
accordance  with  the  laws  of  the  State  of Colorado and, to the extent it
involves  any United States statute, in accordance with the laws of the United
States,  and jurisdiction and venue for any dispute related hereto shall be in
a  court  of  general  jurisdiction  located  in  Denver,  Colorado.

Crystal  Springs,  LLC  and
Bowman  Family  Farms,  Inc.,  Purchaser


By:              /s/  Michael  A.  Bowman           Date:    November 13, 1997
       ----------------------------------                  -------------------
     signature

          Michael  A.  Bowman
     ------------------------
print  or  type  name  of  signatory

         415  Main  St.,  Wray,  CO    80758
         -----------------------------------
          Address


ACCEPTED:

Bion  Environmental  Technologies,  Inc.

By:          /s/  Jon  Northrop            Date:      November  13,  1997
       ------------------------                     ---------------------
     Authorized  Officer  (signature)

             Jon Northrop
          ---------------
          print name of officer

<PAGE>

     Void  after  3:30  p.m.,  Denver  Time,  on  JUNE  30,  1998

                                                           Warrant to Purchase
                                                                _______ Shares
                                                               of Common Stock


     CLASS  B  WARRANT  TO  PURCHASE  COMMON  STOCK
     OF
     BION  ENVIRONMENTAL  TECHNOLOGIES,  INC.


     This  is  to  certify  that, FOR VALUE RECEIVED, CRYSTAL SPRINGS, LLC AND
BOWMAN FAMILY FARMS, INC. ("BFF") or registered assigns ("Holder), is entitled
to  purchase,  subject  to  the  provisions  of this Warrant and the Bion NMS'
Installment  Agreement dated __________, from Bion Environmental Technologies,
Inc.,  a  Colorado  corporation  ("Company"), at any time on or after PURCHASE
DATE,  and  not  later  than  3:30 p.m., Denver Time, on JUNE 30, 1998, unless
extended  as  provided  in  Section  (a)  below,  UP  TO  _________  SHARES of
restricted  and  legended  (requiring a two year hold prior to registration or
sale) common stock, no par value per share, of the Company ("Common Stock") at
a purchase price per share of $7.00 (in cash).  The number of shares of Common
Stock  to  be  received  upon the exercise of this Warrant and the price to be
paid  for  a  share  of  Common  Stock  may  be  adjusted from time to time as
hereinafter  set  forth.    The  shares  of Common Stock deliverable upon such
exercise,  and  as  adjusted  from  time  to  time,  are hereinafter sometimes
referred  to  as  "Warrant  Stock" and the exercise price of a share of Common
Stock  in  effect at any time and as adjusted from time to time is hereinafter
sometimes  referred  to  as  the  "Exercise  Price."

     (a)  Exercise  of  Warrant.    Subject  to  the provisions of Section (1)
          ---------------------
hereof,  this Warrant may be exercised in whole or in part at any time or from
time  to  time on or after PURCHASE DATE, but not later than 3:30 p.m., Denver
time  on JUNE 30, 1998, or if such date is a day on which banking institutions
are  authorized  by  law to close, then on the next succeeding day which shall
not  be  such a day, by presentation and surrender hereof to the Company or at
the office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price (in cash
or equivalent value) for the number of shares specified in such form, together
with  all  federal and state taxes applicable upon such exercise.  The Company
may unilaterally extend the time within which the Warrant may be exercised but
is  not  obligated  to  do  so,  but  not longer than twelve (12) months.  The
Company may unilaterally reduce the exercise price per share.  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 hereunder.  Upon receipt by the Company of this Warrant at the office or
agency of the Company, in proper form for exercise, the Holder shall be deemed
to  be  the  holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer  books  of the Company shall
then  be  closed or that certificates representing such shares of Common Stock
shall  not  then  be  actually  delivered  to  the  Holder.

     (b)  Reservation of shares.  The Company, hereby agrees that at all times
          ---------------------
subsequent  hereto  there  shall be reserved for issuance and/or delivery upon
exercise of this Warrant such number of shares of its Common Stock as shall be
required  for  issuance  or  delivery  upon  exercise  of  this  Warrant.

     (c)  Fractional  Shares.    No  fractional  shares  or scrip representing
          ------------------
fractional  shares  shall  be  issued upon the exercise of this Warrant.  With
respect  to  any  fraction of a share called for upon any exercise hereof, the
Company  shall  pay  to  the  Holder  an amount in cash equal to such fraction
multiplied by the current market value of such fractional share, determined as
follows:

     (1)  If  the Common Stock is listed on a national securi-ties exchange or
admitted  to  unlisted  trading privileges on such exchange, the current value
shall  be the last reported sale price of the Common Stock on such exchange on
the  last  business day prior to the date of exercise of this Warrant or if no
such  sale  is  made on such day, the average closing bid and asked prices for
such  day  on  such  exchange;  or

     (2)  If the Common Stock is not so listed or admitted to unlisted trading
privileges,  the  current value shall be the mean of the last reported bid and
asked  prices  reported  by  the  National  Association  of Securities Dealers
Automated  Quotation  System  (or, if not so quoted on NASDAQ, by the National
Quotation  Bureau,  Inc.)  on  the  last  business day prior to the day of the
exercise  of  this  Warrant;  or

     (3)  If the Common Stock is not so listed or admitted to unlisted trading
privileges  and  bid  and  asked prices are not so reported, the current value
shall  be  an  amount, not less than book value, determined in such reasonable
manner  as  may  be  prescribed by the Board of Directors of the Company, such
determination  to  be  final  and  binding  on  the  Holder.

     (d)  Exchange,  Assignment  or  Loss  of  Warrant.    This  Warrant  is
          --------------------------------------------
exchangeable,  without expense, at the option of the Holder, upon presentation
         --
and  surrender  hereof  to  the Company or at the office of its stock transfer
agent,  if  any,  for  other Warrants of different denominations entitling the
Holder  thereof  to  purchase  in  the  aggregate the same number of shares of
Common  Stock  purchasable  hereunder.  Any assignment hereof shall be made by
surrender  of  this  Warrant  to  the  Company  or  at the office of its stock
transfer  agent, if any, with the Assignment Form annexed hereto duly executed
and  funds  sufficient  to  pay any transfer tax; whereupon the Company shall,
without  charge, execute and deliver a new Warrant in the name of the assignee
named  in  such  instrument  of  assignment and this Warrant shall promptly be
cancelled.  This Warrant may be divided upon presentation hereof at the office
of  the Company or at the office of its stock transfer agent, if any, together
with  a  written  notice  specifying  the names and denominations in which new
Warrants  are  to  be  issued  and  signed  by  the  Holder hereof.  The terms
"Warrant"  and  "Warrants"  as  used  herein  include  any  Warrants issued in
substitution for a replacement of this Warrant, or into which this Warrant may
be divided or exchanged.  Upon receipt by the Company of evidence satisfactory
to  it  of the loss, theft, destruction or mutilation of this Warrant, and (in
the  case  of  loss,  theft  or  destruction)  of  reasonably  satisfactory
indemnification,  and  upon  surrender  and  cancellation  of this Warrant, if
mutilated,  the  Company  will execute and deliver a new Warrant of like tenor
and  date.    Any  such new Warrant executed and delivered shall constitute an
additional  contractual  obligation on the part of the Company, whether or not
this  Warrant  so  lost,  stolen, destroyed, or mutilated shall be at any time
enforceable  by  anyone.

     (e)  Rights  of  the  Holder.  The Holder shall not, by virtue hereof, be
          -----------------------
entitled  to  any  rights  of  a  shareholder in the Company, either at law or
equity,  and  the  rights  of the Holder are limited to those expressed in the
Warrant  and  are not enforceable against the Company except to the extent set
forth  herein.

<PAGE>

     (f)  Adjustments  to  Exercise  Price  and  Number  of  Shares.
          ---------------------------------------------------------

     (1)  Adjustment of Number of Shares.  Anything in this Section (f) to the
          ------------------------------
contrary  notwithstanding,  in case the Company shall at any time issue Common
Stock  or  Convertible  Securities by way of dividend or other distribution on
any  stock  of  the  Company or subdivide or combine the outstanding shares of
Common  Stock,  the  Exercise  Price shall be proportionately decreased in the
case  of  such  issuance  (on the day following the date fixed for determining
shareholders  entitled  to  receive  such  dividend  or other distribution) or
decreased  in  the  case  of such subdivision or increased in the case of such
combination  (on  the  date  that such subdivision or combination shall become
effective).

     (2) No Adjustment for Small Amounts.  Anything in this Section (f) to the
         -------------------------------
contrary  notwithstanding, the Company shall not be required to give effect to
any adjustment in the Exercise Price unless and until the net effect of one or
more  adjustments,  determined as above provided, shall have required a change
of the Exercise Price by at least one cent, but when the cumulative net effect
of  more  than  one  adjustment  so  determined  shall be to change the actual
Exercise  Price  by at least one cent, such change in the Exercise Price shall
thereupon  be  given  effect.

     (3)  Number  of  Shares  Adjusted.    Upon any adjustment of the Exercise
          ----------------------------
Price,  the  Holder  of  this  Warrant  shall  thereafter  (until another such
adjustment)  be entitled to purchase, at the new Exercise Price, the number of
shares,  calculated  to  the  nearest  full share, obtained by multiplying the
number  of  shares  of  Common  Stock initially issuable upon exercise of this
Warrant  by  the  Exercise Price in effect on the date hereof and dividing the
product  so  obtained  by  the  new  Exercise  Price.

     (4) Common Stock Defined.  Whenever reference is made in this Section (f)
         --------------------
to  the issue or sale of shares of Common Stock, the term "Common Stock" shall
mean  the  Common  Stock of the Company of the class authorized as of the date
hereof  and  any  other  class  of  stock ranking on a parity with such Common
Stock.    However,  subject  to  the  provisions of Section (i) hereof, shares
issuable  upon  exercise  hereof  shall  include  only  shares  of  the  class
designated  as  Common  Stock  of  the  Company  as  of  the  date  hereof.

     (g) Officer's Certificate.  Whenever the Exercise Price shall be adjusted
         ---------------------
as  required  by  the  provisions  of  Section  (f)  hereof, the Company shall
forthwith  file  in  the custody of its Secretary or an Assistant Secretary at
its  principal office, and with its stock transfer agent, if any, an officer's
certificate  showing the adjusted Exercise Price determined as herein provided
and  setting  forth  in reasonable detail the facts requiring such adjustment.
Each  such  officer's  certificate  shall  be made available at all reasonable
times for inspection by the Holder and the Company shall, forthwith after each
such  adjustment,  deliver  a  copy  of  such certificate to the Holder.  Such
certificate  shall  be  conclusive  as  to the correctness of such adjustment.

     (h)  Notices  to  Warrant  Holders.    So  long  as this Warrant shall be
          -----------------------------
outstanding  and unexercised (i) if the Company shall pay any dividend or make
any  distribution  upon the Common Stock or (ii) if the Company shall offer to
the Holders of Common Stock for subscription or purchase by them any shares of
stock  of any class or any other rights or (iii) if any capital reorganization
of  the  Company,  reclassification  of  the  capital  stock  of  the Company,
consolidation or merger of the Company with or into another corporation, sale,
lease  or  transfer  of all or substantially all of the property and assets of
the  Company  to another corporation, or voluntary or involuntary dissolution,
liquidation  or  winding  up of the Company shall cause to be delivered to the
Holder,  at least ten days prior to the date specified in (x) or (y) below, as
the  case  may  be,  a  notice  containing a brief description of the proposed
action  and  stating  the  date  on  which (x) a record is to be taken for the
purpose  of  such  dividend,  distribution  or  rights,  or  (y)  such
reclassification,  reorganization,  consolidation,  merger, conveyance, lease,
dissolution,  liquidation or winding up is to take place and the date, if any,
is  to  be  fixed  as  of which the Holders of Common Stock of record shall be
entitled  to  exchange  their  shares  of Common Stock for securities or other
property  deliverable  upon  such  reclassification,  reorganization,
consolidation,  merger,  conveyance,  dissolution,  liquidation or winding up.

     (i)  Reclassification,  Reorganization  or  Merger.    In  case  of  any
          ---------------------------------------------
reclassification, capital reorganization or other change of outstanding shares
of  Common  Stock of the Company (other than a change in par value, or from no
par  value  to par value, or as a result of an issuance of Common Stock by way
of  dividend  or other distribution or of a subdivision or combination), or in
case  of  any  consolidation  or  merger  of  the Company with or into another
corporation (other than a merger with a subsidiary in which merger the Company
is  the  continuing  corporation  and  which  does  not  result  in  any
reclassification, capital reorganization or other change of outstanding shares
of  Common  Stock  of  the class issuable upon exercise of this Warrant) or in
case  of  any sale or conveyance to another corporation of the property of the
Company  as  an  entirety  or  substantially as an entirety, the Company shall
cause  effective  provision to be made so that the Holder shall have the right
thereafter,  by  exercising  this  Warrant, to purchase the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable upon such
reclassification,  capital  reorganization  or  other  change,  consolidation,
merger,  sale  or  conveyance.  Any such provision shall include provision for
adjustments  which  shall be as nearly equivalent as may be practicable to the
adjustments  provided  for  in this Warrant.  The foregoing provisions of this
Section  (i)  shall  similarly  apply to successive reclassifications, capital
reorganizations  and  changes  of  shares  of  Common  Stock and to successive
consolidations,  mergers, sales or conveyances.  In the event that in any such
capital  reorganization  or  reclassifi-cation, consolidation, merger, sale or
conveyance,  additional  shares  of  Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for or of a security
of  the Company other than Common Stock, any such issue shall be treated as an
issue  of Common Stock covered by the provisions of subsection (f) hereof with
the  amount  of  the  consideration  received  upon  the  issue  thereof being
determined  by the Board of Directors of the Company, such determination to be
final  and  binding  on  the  Holder.

     (j)  Transfer  to  Comply  with  the  Securities  Act  of  1933.
          ----------------------------------------------------------

     (1)  This  Warrant  or  the Warrant Stock or any other security issued or
issuable  upon  exercise  of  this  Warrant  may  not  be sold, transferred or
otherwise  disposed  of  except to a person who, in the opinion of counsel for
the  Company,  is  a  person  to  whom  this Warrant or such Warrant Stock may
legally be transferred pursuant to Section (d) hereof without registration and
without  the  delivery  of  a current prospectus under the Securities Act with
respect  thereto  and then only against receipt of an agreement of such person
to  comply  with the provisions of this Section (j) with respect to any resale
or  other  disposition  of  such  securities.

     (2)  The  Company  may cause the following legend to be set forth on each
certificate  representing  Warrant  Stock  or  any  other  security  issued or
issuable  upon  exercise  of  this  Warrant not theretofore distributed to the
public  or  sold  to  underwriters  for distribution to the public pursuant to
Section (k) hereof, unless counsel for the Company is of the opinion as to any
such  certificate  that  such  legend  is  unnecessary:

     The  securities  represented  by  this certificate may not be offered for
sale,  sold  or  otherwise  transferred  except  pursuant  to  an  effective
registration  statement  under  the  Securities  Act  of  1933 (the "Act"), or
pursuant  to  an exemption from registration under the Act the availability of
which  is  to  be  established  to  the  satisfaction of the Company, provided
however  that  BFF  agrees to waive any rights pursuant to Rule 144*s one year
holding  period, and hereby agrees to hold said Warrant Stock for a minimum of
two years prior to registration or sale.  Additionally, BFF agrees not to sell
the  Warrant  Stock  pursuant  to  Regulation  S  under  the  Act.

     (l)  Applicable Law.  This Warrant shall be governed by, and construed in
          --------------
accordance  with,  the  laws  of  the  State  of  Colorado.


     Bion  Environmental  Technologies,  Inc.



Date:    _______________          By:
_________________________________________________
         Authorized  Officer

<PAGE>

     PURCHASE  FORM

     Dated  ________________


     The  undersigned  hereby  irrevocably elects to exercise the B WARRANT to
the  extent of purchasing _________ shares of BION ENVIRONMENTAL TECHNOLOGIES,
INC.  Common  Stock  and  hereby  makes payment of $________ in payment of the
actual  exercise  price  thereof.



     __________________


     INSTRUCTIONS  FOR  REGISTRATION  OF  STOCK

Name  _________________________________________________
    (please  typewrite  or  print  in  block  letters)

Address_______________________________________________

Signature__________________________________________

     _____________________________

     FOR  VALUE  RECEIVED, ____________________________ hereby sells, assigns,
and  transfers  unto

Name________________________________________________
    (please  typewrite  or  print  in  block  letters)

Address______________________________________________

the  right  to purchase Common Stock represented by this Warrant to the extent
of  __________  shares  as to which such right is exercis-able and does hereby
irrevocably  constitute  and appoint ______________, attorney, to transfer the
same  on  the  books  of  the  Company  with full power of substitution in the
premises.



Signature  _______________________________


Dated:  _______________________


<PAGE>
Bion Technologies, Inc.
-----------------------



     BION  NMS'  INSTALLATION  AGREEMENT
     ADDENDUM

     This  addendum  dated  October  8,  1997    (the "ADDENDUM") is the first
addendum  to  the  agreement (the "AGREEMENT") between Bion Technologies, Inc.
(hereinafter  called "BION") and Crystal Springs, LLC and Bowman Family Farms,
Inc.  ("BFF")  (collectively  BION and BFF are the "PARTIES") dated October 8,
1997 as amended __________, 1997.  To the extent that there is any conflict or
contradiction  between  the  terms  and  conditions  of  this ADDENDUM and the
AGREEMENT  to  which it is attached, the terms and conditions of this ADDENDUM
shall  control.    To  the  extent that there is any conflict or contradiction
between  the  terms and conditions of this ADDENDUM and the AGREEMENT to which
it  is  attached  and  any subsequent document to which they are attached, the
terms and conditions of this ADDENDUM shall control absent express language to
the  contrary.

1.  The  following  additional  clause  shall  apply  to  SECTION  5,  BION
COMPENSATION:

D.   To the extent that the aggregate capital cost to design and construct the
twelve Bion NMS systems for the twelve 27,000 finishing hog UNITS contemplated
in  PHASE  I of the PROJECT exceeds the aggregate standard cost in the "Murphy
Model"  for  waste  handling  installation  (which  BFF and BION each agree is
between $45 and $50 per finishing hog UNIT), BION will offset such excess cost
by  payment  to BFF over a three year period commencing with the first sale of
bio-solids generated by such Bion NMS of an additional royalty on such sale of
bio-solids.    In any subsequent phases of the PROJECT, to the extent that the
actual  capital  cost  is less than the aggregate standard cost in the "Murphy
Model"  BFF  shall  make  available  to  BION  for  the remaining term of this
AGREEMENT,  a revolving credit line on commercial terms (prime plus 1/2 point)
an  amount  equal  to  one half of such capital savings on a cumulative basis.

2.  The  following  additional  clauses  shall apply to SECTION 7, BIO-SOLIDS:

D.    BFF  may  elect to receive up to 10% of the bio-solids harvested, in the
physical  form  that is standard for harvested bio-solids from the site, as an
in-kind  royalty  for  use by BFF for field crop application only.  Should BFF
elect  to  receive  the  bio-solids  for  this  in-kind royalty in a form that
requires BION to process such bio-solids in any manner, BFF shall pay BION the
costs  of  such  processing.

E.    BION shall pay BFF a royalty of $2.00 per cubic yard (or the equivalent)
for  all bio-solids harvested and removed from the site by BION or its agents.
Should BFF elect to receive any of the up to 10% bio-solids as in-kind royalty
from  any  harvest  of  bio-solids  BFF  will  forgo the $2.00 royalty on such
bio-solids.

F.    BION  and  BFF hereby establish a reciprocal pricing arrangement whereby
BION  has  the  right to sell up to 80% of the bio-solids produced by the Bion
NMS  systems  contemplated  by  this AGREEMENT to BFF for a price of $4.00 per
liquid  ton  of bio-solids (at approximately 12% solids content) for the first
two  years  of bio-solids production.  Additionally, BFF has the right to sell
all  or  a portion of the 10% bio-solids in-kind royalty received from BION to
BION  for  a price of $4.00 per liquid ton of bio-solids (at approximately 12%
solids  content)  for the term of this AGREEMENT, provided, however, that this
right can only be exercised if BION has demand in excess of the 90% bio-solids
available  to  BION  under  the  terms  of  this  AGREEMENT.

3.  SALES  REPRESENTATION  AGREEMENT

BION  and  BFF  agree  that  BFF (or an entity formed by BFF) shall become the
exclusive sales representative for BION systems installations for the duration
of  this  AGREEMENT  in Yuma County, Colorado, and Dundy County, Nebraska.  In
the event that a sale is made, a cash commission in an amount to be negotiated
for  each  sale  will  be paid by BION to BFF plus a royalty agreement will be
established  with terms and conditions substantially equivalent to the royalty
described  in paragraph 2. E  of this ADDENDUM to the AGREEMENT, which royalty
shall  be  reduced  by  any  royalty  due  to  any  other  party.

4.  OPTION  FOR  PHASE  II

A.  BION hereby grants BFF the following option (the "OPTION") covering BION'S
services  for  the  design,  construction  and  operation of PHASE II (PHASE I
consisting  of  the first 330,000 finishing hogs, PHASE II consisting of up to
an  additional  330,000  finishing  hogs raising the total number of finishing
hogs  to  up to 660,000) of the hog facility PROJECT described in ATTACHMENT A
of the AGREEMENT.  This option for PHASE II may be exercised by written notice
from BFF to BION and shall remain in effect for a period of twelve (12) months
commencing  on  the  date  that  this  ADDENDUM  is  executed.

B.    Under the terms of this OPTION, BION and BFF agree that all of the terms
and conditions of the AGREEMENT shall apply to the agreement covering PHASE II
of  the  PROJECT  (the  "PHASE  II  AGREEMENT") when the PHASE II AGREEMENT is
executed  with  the  following  changes  and/or  exceptions:

i.  SECTION 5, BION COMPENSATION shall be amended in the PHASE II AGREEMENT to
read:

"A.  Each  site  where a Bion NMS is being installed has its unique character.
This  requires BION to individually design the application of the Bion NMS for
each  site at which it is to be installed.  BION's goal is to design each Bion
NMS  application to complement the existing site as much as practicable.  BION
agrees  to  perform  the  services  described  in  Attachment A and such other
activities  as required by this PHASE II AGREEMENT.  BFF agrees to pay BION in
consideration of this PHASE II AGREEMENT the aggregate sum of $800,000 payable
as  follows:

i.     $100,000, 15 days following receipt of payment from the first draw from
the  construction  loan  negotiated  by  BFF for this PHASE II of the PROJECT,

ii.      $100,000, 15 days following receipt of payment from the first monthly
draw  from  the  construction  loan negotiated by BFF for this PHASE II of the
PROJECT,

iii.          $100,000,  15  days following receipt of payment from the second
monthly draw from the construction loan negotiated by BFF for this PHASE II of
the  PROJECT,

iv.       $31,250, 15 days following receipt of payment from the third through
the eighteenth  monthly draws from the construction loan negotiated by BFF for
this  PHASE  II  of  the  PROJECT,


provided,  however, if BION and BFF agree on a schedule of development whereby
PHASE  II  of  the  PROJECT is anticipated to be completed in less than the 18
months,  this  payment  schedule  shall be compressed on a ratable basis.  Not
withstanding  any  of the above, upon completion of the construction of all of
the  systems  contemplated by this PHASE II AGREEMENT, all amounts are due and
payable.

B.  Late  payment  charges  of 1.5% per month, payable to BION, will be due if
payments are not received within 15 days of due date.  BFF will be responsible
for  any  and  all  reasonable legal and/or court expenses incurred by BION in
BION's  attempt to recover any unpaid amounts in case of failure of BFF to pay
BION  for  services  performed  and/or  expenses  incurred  for BFF's account.

C.  For  WORK  provided  by  BION  beyond  the  scope of services described in
ATTACHMENT  A,  or  for  unforeseen  circumstances  or changes in the scope of
services  required  by  BFF,  BION  shall  be compensated for such services as
negotiated  by  BION  and  BFF.

D. To the extent that the actual capital cost to design and construct the Bion
NMS  systems contemplated in PHASE II is less than the aggregate standard cost
in  the  "Murphy  Model"  BFF  shall  make  available to BION a credit line on
commercial  terms  (prime  plus 1/2 point) an amount equal to one half of such
capital  savings  on  a  cumulative  basis."

ii.  The  terms  and  conditions  of  SECTION  6,  BION  NMS  SYSTEM OPERATION
COMPENSATION  AND  PAYMENT shall be negotiated to cover the expanded operation
that  is  a  part  of  PHASE  II  of  the  PROJECT.

C. This OPTION is only exercisable if the material conditions related to PHASE
II  of  the  PROJECT  are  substantially  equivalent  to  PHASE  I.





The  PARTIES  have  caused  this  ADDENDUM  to  be  executed this _____ day of
________,  1997.


      CRYSTAL  SPRINGS,  LLC  and
     BION  TECHNOLOGIES,  INC.:                     BOWMAN FAMILY FARMS, Inc.:

By:  _____________________________________            By:
_________________________________

Title:  ___________________________________            Title:
________________________________