Exhibit  10.1


     BION  NMS'  INSTALLATION  AGREEMENT
     ADDENDUM  #4
     PHASE  II  OPTION  AGREEMENT


     It is AGREED this 16th day of January, 1998, between the undersigned that
the agreements (collectively the "AGREEMENT") attached hereto at EXHIBIT A are
amended  as  set forth herein (EXHIBIT A is incorporated herein by reference):

1)    Section 4 (Option for Phase II) B. of the Addendum of EXHIBIT A shall be
amended  as  follows:

"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  on  July  15,  1998,
ii.        $100,000  on  August  15,  1998,
iii.       $100,000  on  September  15,  1998,
iv.        $31,250  on  the  15th  day of October 1998 through January 2000,
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  of  this  payment  schedule,  then  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 or part thereof, 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.

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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"  for  waste  handling  installation,  BFF  shall make
available  to BION 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.

E.  If  greater  than  12 BION NMS Systems are required for the performance of
PHASE  II,  the total fees due BION pursuant to Section A above shall increase
by  $20,000  for  each  such  system  above 12.  For each system above 12, the
increased  fees  due  will be spread equally over the payments scheduled to be
made  commencing  October  15,  1998  through  January  15,  2000."

ii.  The  terms  and  conditions  of  SECTION  6,  BION  NMS  SYSTEM OPERATION
COMPENSATION  AND  PAYMENT,  paragraph  A  shall  be  amended  as  follows:

"A.  BFF agrees to pay BION for start-up and operational services for PHASE II
as described in ATTACHMENT A the amount of $1,115 per month for each system in
PHASE  II  as  each  system  enters  start-up."

iii.  The  terms  and  conditions  of  SECTION  6,  BION  NMS SYSTEM OPERATION
COMPENSATION  AND  PAYMENT,  paragraph  C  shall  be  amended  as  follows:

"C.   On a date one year after the start-up of the first Bion NMS for PHASE I,
and similarly, on a date one year after the start-up of the first Bion NMS for
PHASE  II,  BION  and BFF shall evaluate the monthly payments for start-up and
operational  services  and  negotiate  any  revisions  that  may be necessary.
During  the  pendency  of  such  negotiations  payments  will  continue at the
previously  authorized  level.""

2)   Upon signing of this ADDENDUM #4 the parties agree that BFF has exercised
the  Option for PHASE II contained in the AGREEMENT attached hereto as EXHIBIT
A.

     BOWMAN  FAMILY  FARMS,  INC.                      BION TECHNOLOGIES, INC.

By:        /s/  Michael  A  Bowman                By:      /s/  Jon  Northrop
     -----------------------------                     ----------------------
     Authorized  Officer                                    Authorized Officer

     CRYSTAL  SPRINGS  FARMS,  LLC

By:        /s/  Michael  A.  Bowman
       ----------------------------
     Authorized  Officer