EXHIBIT 10.1

EXTENSION AGREEMENT

THIS EXTENSION AGREEMENT is made effective July 15, 2012 (and memorializes a verbal agreement made on said date) by, between and among Bion Environmental Technologies, Inc. (‘Bion’) (collectively Bion, together with the other subsidiaries of Bion, are sometimes referred to as the ‘Bion Companies’) and Mark A. Smith (‘MAS’).

WHEREAS MAS has provided the services to the Bion Companies continually since 2003 (and for most periods since 1992) and most recently pursuant to the agreement of July 18, 2010 (collectively, ‘Existing Agreement’);

AND WHEREAS Bion wishes to have MAS continue to provide services to the Bion Companies) and MAS is willing to continue to provide such services upon the terms and conditions set forth in this Agreement:

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the Bion Companies and MAS do hereby agree as set forth below upon the terms and conditions set forth in the following paragraphs:

1)

Pursuant to the terms of the existing Agreement and this Agreement, MAS shall continue to hold the positions of Director, Executive Chairman, President and General Counsel of Bion and each of its subsidiaries through a date no later than June 30, 2014, with the proviso that Bion will seek to hire personnel to replace MAS on or before May 1, 2013 with MAS becoming a consultant to the Bion Companies following a transition period after such hiring(s).

2)

Bion shall compensate MAS as follows:

a)  Monthly cash compensation of $21,000 per month commencing September 2012 shall be paid to MAS in cash, which cash compensation shall continue to be deferred pursuant to existing agreements until the earliest of: i) February 1, 2013 or ii) the first date on which Bion has in excess of $1,000,000 cash (and equivalents) or iii) the Board elects to resume cash payments;

b)  In addition, MAS shall be issued 150,000 Bion common shares pursuant to Bion’s 2006 Consolidated Incentive Plan (‘Plan’) which shares are immediately vested and shall be issue in tranches of  75,000 shares on each of January 15, 204 & 2015; and

c) Bion hereby issues (as a $25,000 bonus—to be reflected on Form 1099) to MAS warrants exercisable to purchase 250,000  shares of Bion’s restricted common stock at a price of $2.00 per share until December 31, 2018 (‘Warrants’).  The Warrants shall be immediately vested;

d) Bion hereby grants MAS a Contingent Stock Bonus pursuant to the Plan of 100,000 shares which shall be issued to MAS on January 1 of the first calendar year after the first date on which the price of Bion’s common stock shall equal or exceed $10.00 per share, which Contingent Stock Bonus shall be immediately vested and shall not require that MAS still be providing services to Bion; and

e) Bion shall periodically (but not less than annually) evaluate MAS’ performance for bonus purposes.

3)

Bion acknowledges and reaffirms its long-standing agreement that, at the request of MAS, Bion will file with the SEC and process to effectiveness, at Bion’s sole cost, a registration statement covering the Warrant and all warrants previously issued to MAS (most now held by MAS’ donees) (collectively ‘Warrants’) and the common stock underlying the exercise of the Warrants (plus any other securities which Bion elects to register), which registration statement shall be filed within 30 days after the next periodic SEC filing made by Bion after MAS’ request and which registration statement shall be kept effective by Bion for a period of time not less than 12 months.  

4)

 Vacation:

a) MAS’ full-time services to the Bion Companies shall be structured so that MAS will be available to the Bion Companies not less than 20 days per month but will not be available to the Bion Companies (in person or by phone or electronically) for one week each month ; and

a)

MAS shall be entitled to not less than 8 weeks of paid annual vacation for each of the 2012, 2013 & 2014 calendar years.

b)

Bion acknowledges that MAS has not taken any vacation time since 2003 (or earlier) and that the Board will propose a manner of compensating MAS for such accrued vacation times which now approaches (or exceeds) a full year.

5)

 Miscellaneous:

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 Colorado 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 Colorado shall be applicable and shall govern to the exclusion of the law of any other  forum, without 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

       Mark A. Smith, President

/s/ Mark A. Smith

Mark A. Smith, Individually

EXHIBIT 10.2

From: Mark A Smith [mailto:mas1@ctelco.net] Sent: Tuesday, August 14, 2012 8:49 AM To: 'Dominic Bassani' Cc: 'Ed Schafer' ( ed@schafer.net ); 'Jon'; 'kathy paradise' Subject: DB CEO EXTENSION/COMPENSATION AGREEMENT

Dom,

Per our extended discussions and negotiations, this email  will memorialize the agreement between you and Bion (reached on July 15, 2012) to amend your Extension Agreement (dated July 11, 2011 and attached hereto) ( ‘ Extension Agreement ’ ) as follows:

1)       You shall extend/continue to act as Bion ’ s CEO through June 30, 2014;

2)       Your base compensation set forth at paragraph 2a of the Extension Agreement shall be increased by $300,000 per year for each of Bion ’ s 2013 and 2014 fiscal years which increased base compensation shall be paid by issuing to you 150,000 shares of Bion ’ s common stock (pursuant to Bion ’ s 2006 Consolidated Incentive Plan ( ‘ Plan ’ )) on  each of January 1, 2015 and January 1, 2016, which share grants are immediately vested.

3)       Bion hereby issues you (as a $5,000 bonus) Warrants to purchase 50,000 shares of its common stock  at a price of $2.10 per share until December 31, 2018, which Warrants shall be immediately vested.

4)       As has been the case in prior years, you shall be entitled to not less than 8 weeks of paid annual vacation. Bion acknowledges that you have not taken any vacation time for many years and that Bion ’ s Board will propose a manner of compensating you for such accrued vacation times which now  exceeds) a full year.

5)       In the event of a change of control of Bion (whether by sale , merger of by a third party acquiring sufficient Bion securities to elect a majority of Bion ’ s Board or otherwise), any unvested rights/securities of Bion shall vest and you (just like other senior management) will have the right to accelerate delivery of any Bion securities not delivered to you by such date.

You expressly re-affirmed this agreement on the phone this morning.

While Bion considers this extension agreement effective now, it would be appreciated if you could affirm the above items in an email reply.

Yours,

Mark

Mark A. Smith

President & General Counsel

Bion Environmental Technologies, Inc.

303-5175302(cell)/719-2565329( hm office)/425-9849702(fax)

E XHIBIT 10.3

From: Mark A Smith [mailto:mas1@ctelco.net] Sent: Tuesday, July 31, 2012 1:25 PM To: 'Ed Schafer' ( ed@schafer.net )' Subject: COMP & Extension: Ed Schafer

Ed,

Please review attachments & language below:

By this email we are memorializing the verbal agreement (effective July 15, 2012), between you and the Company  pursuant to which the Company acknowledges that:  a)you have made deferrals of cash compensation beyond the terms of your employment agreement (copy attached hereto)and have agreed to continue to do so; b)  your services have exceeded (in quality & quantity) the requirements of the employment agreement; & c)  you have agreed to negotiate terms to continue to serve Bion as a non-executive vice chairman and director after the term of your employment agreement expires.  In consideration of these (and other) items,   you are hereby granted: a)  options (pursuant to the Company ’ s 2006 Consolidated Incentive Plan( ‘ Plan ’ ) to purchase 100,000 shares of the Company ’ s common stock at a price of $2.10 per share until December 31, 2018 which will vest immediately & b) 25,000 shares of Contingent Stock Bonuses (pursuant to the Plan) which will be issued on January 1 of the first year after the Company ’ s common stock equals or exceeds $10.00 per share which Contingent Stock Bonus is immediately vested.

Please confirm you assent by email.

Thanks,

Mark