EXHIBIT 10.1

AGREEMENT

THIS AGREEMENT is made effective this 1st day of November 2008 by, between and among Bion Environmental Technologies, Inc. and its subsidiaries ("Bion" or "Bion Companies") and Jeff Kapell ("JK").

WHEREAS JK has been employed by the Bion Companies;

AND WHEREAS the Bion Companies has determined to end such employment relationship;

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the Bion Companies and JK agree to end such employment relationship on the terms and conditions set forth in the following paragraphs:

l) JK's employment with the Bion Companies shall end effective November 1, 2008.

2) Notwithstanding the end of JK's employment set forth above, the existing Confidentiality/Proprietary Information Agreement ('CPIA') and the Addendum ('Addendum') thereto shall remain in full force and effect pursuant to their terms.

3) JK will cooperate with the Bion Companies in the immediate post- employment transition period to provide Bion and its personnel all needed documents, contacts, etc. required to enable others to perform the services and duties which JK has heretofore performed and to provide continuity with regard to the projects on which JK had worked while employed by the Bion Companies.

4) Bion agrees not to exercise its right to re-purchase any part of the Bion warrants owned by JK.

5) Bion will vest the Bion options owned by JK on the existing schedule so long as JK does not breach this agreement and/or the terms of the CPIA and/or Addendum.

6) Bion may avail itself of JK's services on a consulting basis in the future (post-transition period) on terms and conditions which will be negotiated between JK and the Bion Companies whenfif the parties seek to engage in such manner in the future. Bion anticipates that such services would be compensated on rate roughly prorate to JK's prior monthly salary (based on time required for consulting services) payable in Bion common stock valued at approximately the then current market price (final details to he worked out and ratified by Bion's Board of Directors).

7)

a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns and any person acquiring, whether by merger, consolidation, liquidation, purchase of assets or otherwise, all or substantially all of a party's equity or assets and business.

b) It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings connected herewith be construed in accordance with and pursuant to the laws of the State of New York and that in any action, special proceeding or other proceeding that may be brought arising out of in connection with, or by reason of this Agreement, the laws of the State of New York shall be applicable and shall govern to the exclusion of the law of any other forum, with regard to the jurisdiction in which any action or special proceeding may be instituted,

c) Any claim or controversy, which arises out of or relates to this Agreement, or breach of it, shall be settled by arbitration.

d) Should any party hereto waive breach of any provision of this Agreement, that waiver shall not operate or be construed as a waiver of any further breach of this Agreement.

e) In the event that any one or more of the provisions of this Agreement or any portions there under is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

f) This Agreement shall constitute the entire agreement between the parties hereto Oral modifications of the Agreement shall have no effect. This Agreement may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

Bion Environmental Technologies, Inc.

By: /s/ Mark A. Smith
Date:  11/10/08

By: /s/ Jeff Kapell
    Jeff Kapell

Date:  11/08/08

EXHIBIT 10.2

AGREEMENT

THIS AGREEMENT is made effective the 1st day of November 2008 by, between and among Bion Environmental Technologies, Inc. and its subsidiaries ('Bion' or 'Bion Companies') and David Mager ('DM').

WHEREAS DM has provided consulting services to the Bion Companies;

AND WHEREAS DM and the Bion Companies agree to end such consulting relationship;

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the Bion Companies and DM agree to end such consulting relationship on the terms and conditions set forth in the following paragraphs:

1) DM's engagement as a consultant to the Bion Companies shall end effective October 31, 2008.

2) Notwithstanding the end of DM's engagement set forth above, the existing Confidentiality /Proprietary Information Agreement ('CPIA') and the Addendum ('Addendum') thereto shall remain in full force and effect pursuant to their terms.

3) DM will cooperate with the Bion Companies in the immediate post- employment transition period to provide Bion and its personnel all needed documents, contacts, etc. to required to enable others to perform the services and duties which DM has heretofore performed and to provide continuity with regard to the projects on which DM had worked while providing consulting services to the Bion Companies; and to immediately re-direct all communications received (whether in hard copy, electronic, telephonic or other media) related to Bion matters to current employees of the Bion Companies.

4) Bion will vest the Bion options owned by DM on the existing schedule so long as DM does not breach this Agreement and/or the terms of the CPIA and/or Addendum.

5) Bion may avail itself of DM's services on a consulting basis in the future (post-transition period) on terms and conditions which will be negotiated between DM and the Bion Companies when/if the parties seek to engage in such manner in the future; Bion anticipates that such future consulting engagement(s), if any, will be compensated at a rate roughly pro- rata to the prior monthly fees to DM from the Bion Companies, which compensation shall be paid in Bion common stock at valued at approximately the then current market price of Bion's stock.

6)

a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns and any person acquiring, whether by merger, consolidation, liquidation, purchase of assets or otherwise, all or substantially all of a party's equity or assets and business.

b) It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings connected herewith be construed in accordance with and pursuant to the laws of the State of New York and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of New York shall be applicable and shall govern to the exclusion of the law of any other forum, with regard to the jurisdiction in which any action or special proceeding may be instituted.

c) Any claim or controversy, which arises out of or relates to this Agreement, or breach of it, shall be settled by arbitration.

d) Should any party hereto waive breach of any provision of this Agreement, that waiver shall not operate or be construed as a waiver of any further breach of this Agreement.

e) In the event that any one or more of the provisions of this Agreement or any portions there under is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

f) This Agreement shall constitute the entire agreement between the parties hereto Oral modifications of the Agreement shall have no effect. This Agreement may be altered only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

Bion Environmental Technologies, Inc.

By: /s/ Mark A. Smith

Date:  11/10/08

By: /s/ David Mager
    David Mager

Date:  11/10/08

EXHIBIT 10.3

PROMISSORY NOTE ("NOTE")

FOR VALUE RECEIVED, the undersigned, Bion Environmental Technologies, Inc., a Colorado corporation ("MAKER"), hereby promises to pay to the order of Anthony Orphanos ("HOLDER"), and its successors and assigns, c/o First Republic, NY, NY 10022, or at such other place as the HOLDER of this Notice may from time to time designate in writing, all sums due under this Note (plus interest) in lawful and immediately available money of the United States. The initial principal of this Note is $65,000.00. Subsequent advances from HOLDER to Maker shall be added to the principal of this Note. Interest shall be accrued and added to principal at a simple rate of eight percent (8.0%) per annum from date owed by Maker. All outstanding principal and interest shall be due and payable on or before March 1, 2009, if not previously paid. If this Note or interest due hereunder is not paid when due or declared due hereunder, the principal shall draw interest at the rate of one and one-half percent (1.5%) per month.

Upon default by the MAKER of the timely payment of principal or interest due hereunder or upon any Event of Default as hereinafter defined, the HOLDER may, in its sole discretion, withhold any payments due and payable to MAKER and apply same to the MAKER's obligations hereunder. In addition, upon any Event of Default, the HOLDER may declare the full amount of this Note due and payable.

If any one or more of the following events ("Events of Default") shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law, pursuant to or in compliance with any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body, or otherwise) the HOLDER of this Note may, at its option, upon written notice to MAKER, declare this Note and any other promissory note issued by MAKER to HOLDER (whether or not then due in accordance with its terms) to be due and payable, whereupon the entire balance of this Note shall forthwith become and be due and payable, whereupon the entire balance of this Note shall forthwith become and be due and payable:

(a) MAKER fails to make payment of principal or interest on this Note or any other obligation of MAKER when such shall become due and payable, whether at the stated maturity thereof or by acceleration or otherwise;

(b) MAKER (1) admits its inability to pay its debts as they become due; (2) files a petition in bankruptcy or makes a petition to take advantage of an insolvency act; (3) makes an assignment for the benefit of creditors;
(4) commences a proceeding for the appointment of a receiver, trustee, liquidator, or conservator of itself or of the whole or any substantial part of its properties; (5) files a petition or answer seeking reorganization or arrangement or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States or any State;

(c) MAKER (1) is adjudged as bankrupt, (2) a court enters an order, judgment or decree, appointing a receiver, trustee, liquidator or conservator of MAKER or of the whole or any substantial part of its properties, or approve a petition filed against MAKER seeking reorganization or similar relief under the federal bankruptcy laws or any other applicable law or statute of the United States or any state; (3) under the provisions of any other law for the relief or aid of debtors, a court assumes custody or control of MAKER or the whole or any substantial part of its properties; (4) there is commenced against MAKER any proceeding for any of the foregoing relief; (5) a petition in bankruptcy is filed against MAKER; or (6) MAKER by any act indicates its consent to approval of or acquiescence in any such proceeding or petition.

Except as otherwise hereinabove expressly provided, MAKER hereby waves diligence, demand, protest, presentment and all notices (whether of nonpayment, dishonor, protest, acceleration or otherwise) and consents to acceleration of the time of payment, surrender or substitution of security or forbearance, or other indulgence, without notice.

Jurisdiction and venue shall be in a court of general jurisdiction located in the State of New York. In the event that litigation is necessary to collect the principal (and interest) of the Note, HOLDER shall be entitled to reasonable attorneys' fees and litigation costs associated therewith,

BION ENVIRONMENTAL TECHNOLOGIES, INC.

                               By: /s/ Mark A. Smith
                                  Authorized Officer


Date:   October 20, 2008

Initial principal: $65,000.00

Due Date: March 1, 2009

GUARANTY

The repayment (principal and interest) of the Note set forth above is unconditionally guaranteed by the undersigned, Dominic Bassani.

/s/ Dominic Bassani
Dominic Bassani

EXHIBIT 10.4

ADDENDUM TO SETTLEMENT AGREEMENT AND RELEASE
STIPULATION FROM BION, BION DAIRY AND MARK SMITH

In exchange for a final payment by United States Fire Insurance Company ("U.S. Fire") to Bion Environmental Technologies, Inc. ("Bion") in the amount of Seventy-Five Thousand Dollars ($75,000.00), Bion, Bion Dairy Corporation ("Bion Dairy"), and Mark Smith hereby stipulate that U.S. Fire has fulfilled all of its defense and indemnity obligations to Bion, Bion Dairy, and Smith under U.S. Fire Policy No. 5550008787 ("the U.S. Fire Policy") and as further set forth in the April 26, 2007 "Settlement Agreement and Release" executed by U.S. Fire, Bion, Bion Dairy and Mark Smith, among others.

This Stipulation shall remain confidential among U.S. Fire, Mark Smith, Bion and Bion Dairy, except as otherwise provided for in Paragraph 19 of the Settlement Agreement and Release.

Date:  10/31/2008             /s/ Mark Smith
                              MARK SMITH

BION ENVIRONMENTAL TECHNOLOGIES, INC.

Date:  10/31/2008             /s/ Mark Smith
                              By:  Mark Smith
                              Title:  President and Director

BION DAIRY CORPORATION

Date:  10/31/2008             /s/ Mark Smith
                              By:  Mark Smith
                              Title:  President and Director