THIS BRIDGE WARRANT HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF THE
HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. NEITHER THIS BRIDGE WARRANT
NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS BRIDGE WARRANT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                      BION ENVIRONMENTAL TECHNOLOGIES, INC.

                                 Bridge Warrant

Bridge Warrant to Subscribe                                    Date
 for shares

                          Void After December 31, 2004

     THIS CERTIFIES that, for value received, or its registered assigns
("Holder"), is entitled to subscribe for and purchase from Bion Environmental
Technologies, Inc., a Colorado corporation (hereinafter called the "Company"),
at the price of $2.375 per share (such price as from time to time adjusted as
hereinafter provided being hereinafter called the "Warrant Price"), at any time
prior to December 31, 2004 (the "Warrant Expiration Date"), up to shares
(subject to adjustment as hereinafter provided) fully paid and nonassessable
shares of Common Stock, no par value per share, of the Company (hereinafter
called the "Common Stock"), subject, however, to the provisions and upon the
terms and conditions hereinafter set forth. This Bridge Warrant was issued
pursuant to a certain Note and Warrant Purchase Agreement, dated as of (the
"Purchase Agreement"), among the Company, D2 Co., LLC and certain other parties
and the rights and benefits contained therein shall inure to the benefit of all
subsequent holders of this Bridge Warrant. The Bridge Warrants issued pursuant
to the Purchase Agreement and any warrant or warrants subsequently issued upon
exchange or transfer thereof are hereinafter collectively called the "Bridge
Warrants.""Registered Holder" shall mean, as to any Bridge Warrant and as of any
particular date the person in whose name the certificate representing the Bridge
Warrant shall be registered on that date on the books maintained by the Company
pursuant to Section 3(b).

      Section 1.Exercise of Bridge Warrant.

          (a) Method of Exercise. The rights represented by this Bridge Warrant
may be exercised by the holder hereof, in whole at any time or from time to time
in part, but not as to a fractional share of Common Stock, by the surrender of
this Bridge Warrant (properly endorsed) at the office of the Company as it may
designate by notice in writing to the holder hereof at the address of such
holder appearing on the books of the Company, and as further provided below in
this Section 1 by payment to the Company of the Warrant Price in cash or by
certified or official bank check, for each share being purchased.

          (b) Delivery of Certificates. Etc. In the event of any exercise of
the rights represented by this Bridge Warrant, a certificate or certificates for
the shares of Common Stock so purchased, registered in the name of the holder,
shall be delivered to the holder hereof within a reasonable time, not exceeding
ten days, after the rights represented by this Bridge Warrant shall have been so
exercised; and, unless this Bridge Warrant has expired, a new Bridge Warrant
representing the number of shares (except a remaining fractional share), if any,
with respect to which this Bridge Warrant shall not then have been exercised
shall also be issued to the holder hereof within such time. The person in whose
name any certificate for shares of Common Stock is issued upon exercise of this
Bridge Warrant shall for all purposes be deemed to have become the holder of
record of such shares on the date on which the Bridge Warrant was surrendered
and payment of the Warrant Price and any applicable taxes was made, except that,
if the date of such surrender and payment is a date on which the stock transfer
books of the Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open.

2. Reservation of Shares; Listing; Payment of Taxes; etc.

          (a) The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issue
upon exercise of Bridge Warrant, such number of shares of Common Stock as shall
then be issuable upon the exercise of all outstanding Bridge Warrant. The
Company covenants that all shares of Common Stock which shall be issuable upon
exercise of the Bridge Warrant shall, at the time of delivery (assuming full
payment of the purchase price thereof), be duly and validly issued, fully paid,
nonassessable and free from all issuance taxes, liens and charges with respect
to the issue thereof including, without limitation, adverse claims whatsoever
(with the exception of claims arising through the acts of the Registered Holders
themselves and except as arising from applicable Federal and state securities
laws), that the Company shall have paid all taxes, if any, in respect of the
original issuance thereof and that upon issuance such shares, to the extent
applicable, shall be listed on, or included in, the Stock Market. As used
herein, "Stock Market" shall mean the principal national securities exchange on
which the Common Stock is listed or admitted to trading or, if the Common Stock
is not listed or admitted to trading on any national securities exchange, shall
mean NASDAQ or, if the Common Stock is not quoted on Nasdaq, shall mean the OTC
Bulletin Board or, if the Common Stock is not quoted on the OTC Bulletin Board,
shall mean the over-the-counter market as furnished by any NASD member firm
selected from time to time by the Company for that purpose.

          (b) The Company covenants that if any securities to be reserved for
the purpose of exercise of the Bridge Warrant hereunder require registration
with, or the approval of, any governmental authority under any federal
securities law before such securities may be validly issued or delivered upon
such exercise, then the Company will in good faith and as expeditiously as
reasonably possible, endeavor to secure such registration or approval. The
Company will use reasonable efforts to obtain appropriate approvals or
registrations under state "blue sky" securities laws; provided, that the Company
shall not be required to qualify as a foreign corporation or file a general or
limited consent to service of process in any such jurisdictions or make any
changes in its capital structure or any other aspects of its business or enter
into any agreements with blue sky commissions, including any agreement to escrow
shares of its capital stock. With respect to any such securities, however,
Bridge Warrants may not be exercised by, or shares of Common Stock issued to,
any Registered Holder in any state in which such exercise would be unlawful.

          (c) The Company shall pay all documentary, stamp or similar taxes and
other similar governmental charges that may be imposed with respect to the
issuance of Bridge Warrants, or the issuance or delivery of any shares upon
exercise of the Bridge Warrants; provided, however, that if the shares of Common
Stock are to be delivered in a name other than the name of the Registered Holder
on any Bridge Warrant being exercised, then no such delivery shall be made
unless the person requesting the same has paid to the Company the amount of
transfer taxes or charges incident thereto, if any.

3. Exchange and Registration of Transfer.

          (a) This Bridge Warrant may be exchanged for another Bridge Warrant
representing an equal aggregate number of Bridge Warrants of the same class or
may be transferred in whole or in part, by surrendering it to the Company at its
corporate office. Upon satisfaction of the terms and provisions hereof, the
Company shall execute, and the Company shall sign, issue and deliver in exchange
therefor, such new Bridge Warrant or Bridge Warrants that the Registered Holder
making the exchange shall be entitled to receive.

          (b) The Company shall keep at its office books in which, subject to
such reasonable regulations as it may prescribe, it shall register Bridge
Warrants and any transfers thereof in accordance with its regular practice. Upon
due presentment for registration of transfer of any Bridge Warrant at such
office, the Company shall execute and the Company shall issue and deliver to the
transferee or transferees a new Bridge Warrant or Bridge Warrants representing
an equal aggregate number of Bridge Warrants.

          (c) With respect to all Bridge Warrants presented for registration or
transfer, or for exchange or exercise, the subscription form attached hereto
shall be duly endorsed, or be accompanied by a written instrument or instruments
of transfer and subscription, in form satisfactory to the Company, duly executed
by the Registered Holder or his attorney-in-fact duly authorized in writing.

          (d) Prior to due presentment for registration of transfer thereof,
the Company may deem and treat the Registered Holder of any Bridge Warrant as
the absolute owner thereof (notwithstanding any notations of ownership or
writing thereon made by anyone other than a duly authorized officer of the
Company) for all purposes and shall not be affected by any notice to the
contrary. The Bridge Warrants, which are being offered in Units with the Bridge
Notes pursuant to the Purchase Agreement, will immediately be detachable and
separately transferable from the Bridge Notes.

     4. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory
to it of the ownership of and loss, theft, destruction or mutilation of any
Bridge Warrant and (in case of loss, theft or destruction) of indemnity
satisfactory to it, and (in the case of mutilation) upon surrender and
cancellation thereof, the Company shall execute, sign and deliver to the
Registered Holder in lieu thereof a new Bridge Warrant of like tenor
representing an equal aggregate number of Bridge Warrants.

     5. Redemption.

          (a) At any time after the first anniversary of the Final Closing Date
(as defined in the Purchase Agreement), so long as the Company has caused the
Registrable Securities to become registered in accordance with Section 8 of the
Purchase Agreement, the Company may, at its option, redeem the Bridge Warrants
at a price of $0.05 per share of Common Stock, as may adjusted pursuant to
Section 6 (the Redemption Price"), provided the Closing Bid Price exceeds 250%
of the Warrant Price on the Initial Closing Date (as defined in the Purchase
Agreement) per share of Common Stock for at least 20 trading days in any 30
consecutive trading day period ending three days prior to the date of notice of
redemption (which shall be the date of mailing of such notice). All outstanding
Bridge Warrants must be redeemed if any are redeemed. The date fixed for
redemption of the Bridge Warrants is referred to herein as the "Redemption
Date." For purposes hereof, the "Closing Bid Price" for each trading day shall
be the reported per share closing bid price of the Common Stock regular way on
the Stock Market on such trading day.

          (b) If the conditions set forth in Subsection 5(a) are met, and the
Company desires to exercise its right to redeem the Bridge Warrants, it shall
mail a notice of redemption to each of the Registered Holders of the Bridge
Warrants to be redeemed, first class, postage prepaid, not later than the
sixtieth day before the date fixed for redemption, at their last address as
shall appear on the records maintained pursuant to Subsection 3(b). Any notice
mailed in the manner provided herein shall be conclusively presumed to have been
duly given whether or not the Registered Holder receives such notice.

          (c) The notice of redemption shall specify (i) the Redemption Price,
(ii) the Redemption Date, (iii) the place where the Bridge Warrants shall be
delivered and the redemption price paid and (iv) that the right to exercise the
Bridge Warrants shall terminate at 5:00 P.M. (New York time) on the business day
immediately preceding the Redemption Date. No failure to mail such notice nor
any defect therein or in the mailing thereof shall affect the validity of the
proceedings for such redemption except as to a Registered Holder (a) to whom
notice was not mailed or (b) whose notice was defective. An affidavit of the
Secretary or an Assistant Secretary of the Company that notice of redemption has
been mailed shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.

          (d) Any right to exercise a Bridge Warrant shall terminate at 5:00
P.M. (New York time) on the business day immediately preceding the Redemption
Date. On and after the Redemption Date, Holders of the Bridge Warrants shall
have no further rights except to receive, upon surrender of the Bridge Warrants,
the Redemption Price.


          (e) From and after the Redemption Date, the Company shall, at the
place specified in the notice of redemption, upon presentation and surrender to
the Company by or on behalf of the Registered Holder thereof of one or more
Bridge Warrants to be redeemed, deliver or cause to be delivered to or upon the
written order of such Holder a sum in cash equal to the redemption price of such
Bridge Warrants. From and after the Redemption Date and upon the deposit or
setting aside by the Company of a sum sufficient to redeem all the Bridge
Warrants called for redemption, such Bridge Warrants shall expire and become
void and all rights hereunder, except the right to receive payment of the
Redemption Price, shall cease.

     6. Adjustment of Warrant Price and Number of Shares of Common Stock or
Bridge Warrants. Upon each adjustment of the Warrant Price pursuant to this
Section 6, the total number of shares of Common Stock purchasable upon the
exercise of each Bridge Warrant shall (subject to the provisions contained in
Subsection 6(c)) be such number of shares (calculated to the nearest tenth)
purchasable at the Warrant Price in effect immediately prior to such adjustment
multiplied by a fraction, the numerator of which shall be the Warrant Price in
effect immediately prior to such adjustment and the denominator of which shall
be the Warrant Price in effect immediately after such adjustment.

          (a) Except as otherwise provided herein, in the event the Company
shall, at any time or from time to time after the date hereof, (i) sell or issue
any shares of Common Stock for a consideration per share less than the Warrant
Price in effect on the date of such sale or issuance, (ii) issue any shares of
Common Stock as a stock dividend to the holders of Common Stock, or (iii)
subdivide or combine the outstanding shares of Common Stock into a greater or
fewer number of shares (any such sale, issuance, subdivision or combination
being herein called a "Change of Shares"), then, and thereafter upon each
further Change of Shares, the Warrant Price in effect immediately prior to such
Change of Shares shall be changed to a price (rounded to the nearest cent)
determined by multiplying the Warrant Price in effect immediately prior thereto
by a fraction, the numerator of which shall be (x) the sum of (A) the number of
shares of Common Stock outstanding immediately prior to the sale or issuance of
such additional shares or such subdivision or combination plus (B) the number of
shares of Common Stock that the aggregate consideration received (determined as
provided in Paragraph 6(g)(v)) for the issuance of such additional shares would
purchase at the Warrant Price in effect on the date of such issuance and the
denominator of which shall be (y) the number of shares of Common Stock
outstanding immediately after the sale or issuance of such additional shares or
such subdivision or combination. Such adjustment shall be made successively
whenever any such issuance is made.

          (b) In case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock, or in case of any consolidation or
merger of the Company with or into another entity (other than a consolidation or
merger in which the Company is the continuing entity and which does not result
in any reclassification, capital reorganization or other change of outstanding
shares of Common Stock other than the number thereof), or in case of any sale or
conveyance to another entity of the property of the Company as, or substantially
as, an entirety (other than a sale/leaseback, mortgage or other financing
transaction), the Company shall cause effective provision to be made so that
each holder of a Bridge Warrant then outstanding shall have the right
thereafter, by exercising such Bridge Warrant, upon the terms and conditions
specified in the Bridge Warrant and in lieu of the shares of Common Stock
immediately theretofore purchasable upon exercise of the Bridge Warrant, to
purchase the kind and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock that might have been purchased upon exercise of
such Bridge Warrant immediately prior to such reclassification, capital
reorganization or other change, consolidation, merger, sale or conveyance. Any
such provision shall include provision for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
6. The Company shall not effect any such consolidation, merger or sale unless
prior to, or simultaneously with, the consummation thereof the successor (if
other than the Company) resulting from such consolidation or merger or the
entity purchasing assets or other appropriate entity shall assume, by written
instrument executed and delivered to the Company, the obligation to deliver to
the holder of each Bridge Warrant such shares of stock, securities or assets as,
in accordance with the foregoing provisions, such holders may be entitled to
purchase and the other obligations under this Bridge Warrant. The foregoing
provisions shall similarly apply to successive reclassifications, capital
reorganizations and other changes of outstanding shares of Common Stock and to
successive consolidations, mergers, sales or conveyances.

          (c) If, at any time or from time to time, the Company shall issue or
distribute to the holders of shares of Common Stock evidence of its
indebtedness, any other securities of the Company or any cash, property or other
assets (excluding an issuance or distribution governed by one of the preceding
Subsections of this Section 6 and also excluding cash dividends or cash
distributions paid out of net profits legally available therefor in the full
amount thereof (any such non-excluded event being herein called a "Special
Dividend")), then in each case the Registered Holders of the Bridge Warrants
shall be entitled to a proportionate share of any such Special Dividend as
though they were the holders of the number of shares of Common Stock of the
Company for which their Bridge Warrants are exercisable as of the record date
fixed for the determination of the holders of Common Stock of the Company
entitled to receive such Special Dividend.

          (d) The Company may elect, upon any adjustment of the Warrant Price
hereunder, to adjust the number of Bridge Warrants outstanding, in lieu of the
adjustment in the number of shares of Common Stock purchasable upon the exercise
of each Bridge Warrant as hereinabove provided, so that each Bridge Warrant
outstanding after such adjustment shall represent the right to purchase one
share of Common Stock. Each Bridge Warrant held of record prior to such
adjustment of the number of Bridge Warrants shall become that number of Bridge
Warrants (calculated to the nearest tenth) determined by multiplying the number
one by a fraction, the numerator of which shall be the Warrant Price in effect
immediately prior to such adjustment and the denominator of which shall be the
Warrant Price in effect immediately after such adjustment. Upon each adjustment
of the number of Bridge Warrants pursuant to this Section 6, the Company shall,
as promptly as practicable, cause to be distributed to each Registered Holder of
Bridge Warrants on the date of such adjustment Bridge Warrants evidencing,
subject to Section 7, the number of additional Bridge Warrants to which
such Holder shall be entitled as a result of such adjustment or, at the option
of the Company, cause to be distributed to such Holder in substitution and
replacement for the Bridge Warrants held by him prior to the date of adjustment
(and upon surrender thereof, if required by the Company) new Bridge Warrants
evidencing the number of Bridge Warrants to which such Holder shall be entitled
after such adjustment.

          (e) Irrespective of any adjustments or changes in the Warrant Price
or the number of shares of Common Stock purchasable upon exercise of the Bridge
Warrants, the Bridge Warrants theretofore and thereafter issued shall, unless
the Company shall exercise its option to issue new Bridge Warrants pursuant to
Subsection 3(a), continue to express the same Warrant Price per share, number of
shares purchasable thereunder and Redemption Price therefor as when the same
were originally issued.

          (f) After each adjustment of the Warrant Price pursuant to this
Section 6, the Company will promptly prepare a certificate signed by the
Chairman or President, and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, of the Company setting forth: (i) the
Warrant Price as so adjusted, (ii) the number of shares of Common Stock
purchasable upon exercise of each Bridge Warrant after such adjustment, and, if
the Company shall have elected to adjust the number of Bridge Warrants pursuant
to Subsection 6(b), the number of Bridge Warrants to which the registered holder
of each Bridge Warrant shall then be entitled, and the adjustment in Redemption
Price resulting therefrom, and (iii) a brief statement of the facts accounting
for such adjustment. The Company will cause a brief summary thereof to be sent
by ordinary first class mail to each Registered Holder of Bridge Warrants at his
or her last address as it shall appear on the registry books. No failure to mail
such notice nor any defect therein or in the mailing thereof shall affect the
validity of such adjustment. The affidavit the Secretary or an Assistant
Secretary of the Company that such notice has been mailed shall, in the absence
of fraud, be prima facie evidence of the facts stated therein.

          (g) For purposes of Subsections 6(a) and 6(d), the following
provisions (i) to (v) shall also be applicable:

               (i) the number of shares of Common Stock deemed outstanding at
any given time shall include all shares of capital stock convertible into, or
exchangeable for, Common Stock (on an as converted basis) as well as all shares
of Common Stock issuable upon the exercise of (x) any convertible debt, (y)
warrants outstanding on the date hereof and (z) options outstanding on the date
hereof.

               (ii) No adjustment of the Warrant Price shall be made unless
such adjustment would require an increase or decrease of at least $.01 in such
price; provided that any adjustments which by reason of this Paragraph (ii) are
not required to be made shall be carried forward and shall be made at the time
of and together with the next subsequent adjustment which, together with
adjustments so carried forward, shall require an increase or decrease of at
least $.01 in the Warrant Price then in effect hereunder.

               (iii)In case of (1) the sale by the Company (including as a
component of a unit) of any rights or warrants to subscribe for or purchase, or
any options for the purchase of, Common Stock or any securities convertible into
or exchangeable for Common Stock (such securities convertible, exercisable or
exchangeable into Common Stock being herein called "Convertible Securities"), or
(2) the issuance by the Company, without the receipt by the Company of any
consideration therefor, of any rights or warrants to subscribe for or purchase,
or any options for the purchase of, Common Stock or Convertible Securities,
whether or not such rights, warrants or options, or the right to convert or
exchange such Convertible Securities, are immediately exercisable, and the
consideration per share for which Common Stock is issuable upon the exercise of
such rights, warrants or options or upon the conversion or exchange of such
Convertible Securities (determined by dividing (x) the minimum aggregate
consideration, as set forth in the instrument relating thereto without regard to
any antidilution or similar provisions contained therein for a subsequent
adjustment of such amount, payable to the Company upon the exercise of such
rights, warrants or options, plus the consideration received by the Company for
the issuance or sale of such rights, warrants or options, plus, in the case of
such Convertible Securities, the minimum aggregate amount, as set forth in the
instrument relating thereto without regard to any antidilution or similar
provisions contained therein for a subsequent adjustment of such amount, of
additional consideration, if any, other than such Convertible Securities,
payable upon the conversion or exchange thereof, by (y) the total maximum
number, as set forth in the instrument relating thereto without regard to any
antidilution or similar provisions contained therein for a subsequent adjustment
of such amount, of shares of Common Stock issuable upon the exercise of such
rights, warrants or options or upon the conversion or exchange of such
Convertible Securities issuable upon the exercise of such rights, warrants or
options) is less than the Warrant Price of the Common Stock as of the date of
the issuance or sale of such rights, warrants or options, then such total
maximum number of shares of Common Stock issuable upon the exercise of such
rights, warrants or options or upon the conversion or exchange of such
Convertible Securities (as of the date of the issuance or sale of such rights,
warrants or options) shall be deemed to be "Common Stock" for purposes of
Subsections 6(a) and 6(b) and shall be deemed to have been sold for an amount
equal to such consideration per share and shall cause an adjustment to be made
in accordance with Subsections 6(a) and 6(b).

               (iv) In case of the sale or other issuance by the Company of any
Convertible Securities, whether or not the right of conversion or exchange
thereunder is immediately exercisable, and the price per share for which Common
Stock is issuable upon the conversion or exchange of such Convertible Securities
(determined by dividing (x) the total amount of consideration received by the
Company for the sale of such Convertible Securities, plus the minimum aggregate
amount, as set forth in the instrument relating thereto without regard to any
antidilution or similar provisions contained therein for a subsequent adjustment
of such amount, of additional consideration, if any, other than such Convertible
Securities, payable upon the conversion or exchange thereof, by (y) the total
maximum number, as set forth in the instrument relating thereto without regard
to any antidilution or similar provisions contained therein for a subsequent
adjustment of such amount, of shares of Common Stock issuable upon the
conversion or exchange of such Convertible Securities) is less than the Warrant
Price of the Common Stock as of the date of the sale of such Convertible
Securities, then such total maximum number of shares of Common Stock issuable
upon the conversion or exchange of such Convertible Securities (as of the date
of the sale of such Convertible Securities) shall be deemed to be "Common Stock"
for purposes of Subsections 6(a) and 6(b) and shall be deemed to have been sold
for an amount equal to such consideration per share and shall cause an
adjustment to be made in accordance with Subsections 6(a) and 6(b).

               (v) In case the Company shall modify the rights of conversion,
exchange or exercise of any of the securities referred to in Paragraphs (iii) or
(iv) of this Subsection 6(g) or any other securities of the Company convertible,
exchangeable or exercisable for shares of Common Stock, for any reason other
than an event that would require adjustment to prevent dilution, so that the
consideration per share received by the Company after such modification is less
than the Warrant Price as of the date prior to such modification, then such
securities, to the extent not theretofore exercised, converted or exchanged,
shall be deemed to have expired or terminated immediately prior to the date of
such modification and the Company shall be deemed, for purposes of calculating
any adjustments pursuant to this Section 6, to have issued such new securities
upon such new terms on the date of modification. Such adjustment shall become
effective as of the date upon which such modification shall take effect. On the
expiration or cancellation of any such right, warrant or option or the
termination or cancellation of any such right to convert or exchange any such
Convertible Securities, the Warrant Price then in effect hereunder shall
forthwith be readjusted to such Warrant Price as would have obtained (a) had the
adjustments made upon the issuance or sale of such rights, warrants, options or
Convertible Securities been made upon the basis of the issuance of only the
number of shares of Common Stock theretofore actually delivered (and the total
consideration received therefor) upon the exercise of such rights, warrants or
options or upon the conversion or exchange of such Convertible Securities and
(b) had adjustments been made on the basis of the Warrant Price as adjusted
under clause (a) of this sentence for all transactions (which would have
affected such adjusted Warrant Price) made after the issuance or sale of such
rights, warrants, options or Convertible Securities.

               (vi) In case of the sale of any shares of Common Stock, any
Convertible Securities, any rights or warrants to subscribe for or purchase, or
any options for the purchase of, Common Stock or Convertible Securities, the
consideration received by the Company therefor shall be deemed to be the gross
sales price therefor without deducting therefrom any expense paid or incurred by
the Company or any underwriting discounts or commissions or concessions paid or
allowed by the Company in connection therewith. In the event that any securities
shall be issued in connection with any other securities of the Company, together
comprising one integral transaction in which no specific consideration is
allocated among the securities, then each of such securities shall be deemed to
have been issued for such consideration as the Board of Directors of the Company
determines in good faith; provided, however that if holders of more than of 10%
of the then outstanding Bridge Warrants disagree with such determination, the
Company shall retain an independent investment banking firm for the purpose of
obtaining an appraisal.

          (h) Notwithstanding any other provision hereof, no adjustment to the
Warrant Price of the Bridge Warrants or to the number of shares of Common Stock
purchasable upon the exercise of each Bridge Warrant will be made:

               (i) upon the exercise of any of the options outstanding on the
date hereof under the Company's existing stock option plans; or

               (ii) upon the issuance or exercise of options which may
hereafter be granted with the approval of the Board of Directors, or exercised,
under any employee benefit plan of the Company to officers, directors,
consultants or employees, but only with respect to such options as are
exercisable at prices no lower than the Closing Bid Price (or, if the price
referenced in the definition of Closing Bid Price cannot be determined, the Fair
Market Value (as defined below)) of the Common Stock as of the date of grant
thereof; or

               (iii)upon issuance or exercise of the warrants issued to D2 Co.,
LLC in connection with the Management Agreement between D2 Co., LLC and the
Company, dated December 23, 1999 or upon the conversion or exercise of the
Bridge Notes or the Bridge Warrants included in the Units issued on or prior to
the Final Closing Date; or

               (iv) upon the issuance or sale of Common Stock or Convertible
Securities pursuant to the exercise of any rights, options or warrants to
receive, subscribe for or purchase, or any options for the purchase of, Common
Stock or Convertible Securities, whether or not such rights, warrants or options
were outstanding on the date of the original sale of the Bridge Warrants or were
thereafter issued or sold, provided that an adjustment was either made or not
required to be made in accordance with Subsections 6(a) and 6(d) in connection
with the issuance or sale of such securities or any modification of the terms
thereof; or

               (v) upon the issuance or sale of Common Stock upon conversion or
exchange of any Convertible Securities, provided that any adjustments required
to be made upon the issuance or sale of such Convertible Securities or any
modification of the terms thereof were so made, and whether or not such
Convertible Securities were outstanding on the date of the original sale of the
Bridge Warrants or were thereafter issued or sold.

Paragraph 6(g)(v) shall nevertheless apply to any modification of the rights of
conversion, exchange or exercise of any of the securities referred to in
Paragraphs (i), (ii) and (iii) of this Subsection 6(h). For purposes hereof,
"Fair Market Value" shall mean the average Closing Bid Price for twenty (20)
consecutive trading days, ending with the trading day prior to the date as of
which the Fair Market Value is being determined, (with appropriate adjustments
for subdivisions or combinations of shares effected during such period) provided
that if the prices referred to in the definition of Closing Bid Price cannot be
determined for such period, "Fair Market Value" shall be the fair market value
as determined by the Board of Directors in good faith.

               (i) As used in this Section 6, the term "Common Stock" shall mean
and include the Company's Common Stock authorized on the date of the original
issue of the Units and shall also include any capital stock of any class of the
Company thereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary liquidation,
dissolution or winding up of the Company; provided, however, that the shares
issuable upon exercise of the Bridge Warrants shall include only shares of such
class designated in the Company's Certificate of Incorporation, as amended, as
Common Stock on the date of the original issue of the Units or (i), in the case
of any reclassification, change, consolidation, merger, sale or conveyance of
the character referred to in Subsection 6(c), the stock, securities or property
provided for in such section or (ii), in the case of any reclassification or
change in the outstanding shares of Common Stock issuable upon exercise of the
Bridge Warrants as a result of a subdivision or combination or consisting of a
change in par value, or from par value to no par value, or from no par value to
par value, such shares of Common Stock as so reclassified or changed.

          (j) Any determination as to whether an adjustment in the Warrant
Price in effect hereunder is required pursuant to Section 6, or as to the amount
of any such adjustment, if required, shall be binding upon the holders of the
Bridge Warrants and the Company if made in good faith by the Board of Directors
of the Company.

          (k) If and whenever the Company shall grant to the holders of Common
Stock, as such, rights or warrants to subscribe for or to purchase, or any
options for the purchase of, Common Stock or securities convertible into or
exchangeable for or carrying a right, warrant or option to purchase Common
Stock, the Company may at its option elect concurrently therewith to grant to
each Registered Holder as of the record date for such transaction of the Bridge
Warrants then outstanding, the rights, warrants or options to which each
Registered Holder would have been entitled if, on the record date used to
determine the shareholders entitled to the rights, warrants or options being
granted by the Company, the Registered Holder were the holder of record of the
number of whole shares of Common Stock then issuable upon exercise of his or her
Bridge Warrant. If the Company shall so elect under this Subsection 6(k), then
such grant by the Company to the holders of the Bridge Warrants shall be in lieu
of any adjustment which otherwise might be called for pursuant to this Section
6.

     7. Fractional Warrants and Fractional Shares. If the number of shares of
Common Stock purchasable upon the exercise of each Bridge Warrant is adjusted
pursuant to Section 6, the Company nevertheless shall not be required to issue
fractions of shares, upon exercise of the Bridge Warrant or otherwise, nor to
distribute certificates that evidence fractional shares. With respect to any
fraction of a share called for upon any exercise hereof, the Company shall pay
to the Registered Holder an amount in cash equal to such fraction multiplied by
the Fair Market Value of one share of Common Stock as of the date of exercise.

     8. Warrant Holders Not Deemed Shareholders. No holder of Bridge Warrants
shall, as such, be entitled to vote or to receive dividends or be deemed the
holder of Common Stock that may at any time be issuable upon exercise of such
Bridge Warrants for any purpose whatsoever, nor shall anything contained herein
be construed to confer upon the holder of Bridge Warrants, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issue or reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until such Holder shall have exercised such Bridge Warrants
and been issued shares of Common Stock in accordance with the provisions hereof.

     9. Rights of Action. All rights of action with respect to this Agreement
are vested in the respective Registered Holders of the Bridge Warrants, and any
Registered Holder of a Bridge Warrant, without consent of the holder of any
other Bridge Warrant, may, in his own behalf and for his own benefit, enforce
against the Company his right to exercise his Bridge Warrant for the purchase of
shares of Common Stock in the manner provided herein.

     10. Agreement of Warrant Holders. Every holder of any Bridge Warrant, by
his acceptance thereof, consents and agrees with the Company and every other
holder of any Bridge Warrant that:

          (i) The Bridge Warrants are transferable only on the registry
books of the Company by the Registered Holder thereof in person or by his or her
attorney duly authorized in writing and only if such Bridge Warrants are
surrendered at the office of the Company, duly endorsed or accompanied by a
proper instrument of transfer satisfactory to the Company, in its sole
discretion, together with payment of any applicable transfer taxes; and

          (ii) The Company may deem and treat the person in whose name the
Bridge Warrant is registered as the holder and as the absolute, true and lawful
owner thereof for all purposes, and the Company shall not be affected by any
notice or knowledge to the contrary, except as otherwise expressly provided in
Section 3.

     11. Investment Representation and Legend. The holder, by acceptance of the
Bridge Warrants, represents and warrants to the Company that it is acquiring the
Bridge Warrants and the shares of Common Stock (or other securities) issuable
upon the exercise hereof for investment purposes only and not with a view
towards the resale or other distribution thereof and agrees that the Company may
affix upon this Bridge Warrant the following legend:

"This Warrant has been issued in reliance upon the representation of
the holder that it has been acquired for investment purposes and not with
a view towards the resale or other distribution thereof. Neither this
Warrant nor the shares issuable upon the exercise of this Warrant have
been registered under the Securities Act of 1933, as amended."

The holder, by acceptance of this Bridge Warrant, further agrees that the
Company may affix the following legend to certificates for shares of Common
Stock issued upon exercise of this Bridge Warrant:

"The securities represented by this certificate have been issued in
reliance upon the representation of the holder that they have been
acquired for investment and not with

a view toward the resale or other distribution thereof, and have not been
registered under the Securities Act of 1933, as amended. Neither the
securities evidenced hereby, nor any interest therein, may be offered,
sold, transferred, encumbered or otherwise disposed of unless either (i)
there is an effective registration statement under said Act relating
thereto or (ii) the Company has received an opinion of counsel, reasonably
satisfactory in form and substance to the Company, stating that such
registration is not required."

     12. Cancellation of Bridge Warrants. If the Company shall purchase or
acquire any Bridge Warrant or Bridge Warrants, by redemption or otherwise, each
such Bridge Warrant shall thereupon be and canceled by it and retired. The
Company shall also cancel the Bridge Warrant or Bridge Warrants following
exercise of any or all thereof or delivered to it for transfer, split up,
combination or exchange.

     13. Modification of Bridge Warrant. The terms of the Bridge Warrants shall
not be modified, supplemented or altered in any respect except with the consent
in writing of the Registered Holders representing at least a majority of the
Bridge Warrants then outstanding; provided, that, no change in the number or
nature of the securities purchasable upon the exercise of any Bridge Warrant, or
the Warrant Price therefor, or the acceleration of the Warrant Expiration Date,
shall be made without the consent in writing of the Registered Holder of the
Bridge Warrant, and in compliance with applicable law.

     14. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been made when
delivered or mailed by means of first class registered or certified mail,
postage prepaid as follows: if to the Registered Holder of a Bridge Warrant, at
the address of such holder as shown on the registry books maintained by the
Company; if to the Company, at 555 17th St., Suite 3310, Denver, CO 80202, or at
such other address as may have been furnished to the Registered Holder in
writing by the Company.

     15. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without reference to
principles of conflict of laws.

     16. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Company, the Registered Holder and their respective successors
and assigns, and the holders from time to time of the Bridge Warrants. Nothing
in this Bridge Warrant is intended nor shall be construed to confer upon any
other person any right, remedy or claim, in equity or at law, or to impose upon
any other person any duty, liability or obligation.

     17. Registration Rights. The rights of the holder hereof with respect to
the registration under the Securities Act of 1933, as amended, of the shares of
Common Stock issuable upon the exercise of this Bridge Warrant are set forth in
the Purchase Agreement.




IN WITNESS WHEREOF, the Company has caused this Bridge Warrant to be duly
executed as of the date first above written.

                               BION ENVIRONMENTAL TECHNOLOGIES, INC.


                               By:
                                    Authorized Officer



<PAGE>





                                SUBSCRIPTION FORM

                     To Be Executed by the Registered Holder
                       in Order to Exercise Bridge Warrant

The undersigned Registered Holder hereby irrevocably elects to exercise
__________ Bridge Warrants represented by this certificate, and to purchase the
securities issuable upon the exercise of such Bridge Warrants, and requests that
certificates for such securities shall be issued in the name of

      PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

         _____________________________________________________________

         _____________________________________________________________

         _____________________________________________________________
           [please print or type name and address] and be delivered to

         _____________________________________________________________

         _____________________________________________________________
                     [please print or type name and address]

and if such number of Bridge Warrants shall not be all the Bridge Warrants
evidenced by this Warrant Certificate, that a new Bridge Warrant for the balance
of such Bridge Warrants be registered in the name of, and delivered to, the
Registered Holder at the address stated below.

The undersigned represents that the exercise of the within Bridge Warrant
was solicited by a member of the National Association of Securities Dealers,
Inc. If not solicited by an NASD member, please write "unsolicited" in the space
below.


                                    (Name of NASD Member)

Dated:


                                               Address


                                          Taxpayer       Identification
Number


                                          Signature Guaranteed


<PAGE>



                                   ASSIGNMENT

                     To Be Executed by the Registered Holder
                        In Order to Assign Bridge Warrant

FOR VALUE RECEIVED,                                       hereby
sells, assigns and transfers unto

      PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

         _____________________________________________________________

         _____________________________________________________________
                     [please print or type name and address]

      ___________________________  of the Bridge  Warrants  represented
hereby, and hereby irrevocably constitutes and appoints


Attorney to transfer this Bridge Warrant on the books of the Company,  with full
power of substitution in the premises.

Dated:                            X
                                    Signature Guaranteed




THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A MEMBER OF THE MEDALLION STAND PROGRAM.